Last checked at 6 Oct 2009 16:03
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), pursuant to the provisions of the Spanish Securities Market Act, hereby
INFORMS
"BBVA International Preferred SA", a subsidiary guaranteed at 100% by BBVA, has published an exchange offer in relation to 3 issues of preferred securities sold to institutional investors for a nominal amount of approximately 1,500 million euros.
The exchange will be for new preferred securities which will comply with current market standards and regulatory requirements in order to be accounted for as equity.
The amount of capital gains arising from this transaction will depend on the definitive level of acceptance of the exchange offer. Said capital gains shall be used to increase additional reserves.
Madrid, October 6, 2009
BBVA International Preferred, S.A. Unipersonal, a wholly owned subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., has today invited holders of its 3 series of existing Euro and Sterling denominated Tier 1 hybrid securities described below (the "Existing Securities") to offer to exchange any and all of their Existing Securities for new Euro and Sterling denominated Tier 1 hybrid securities (the "New Securities") described below (the "Exchange Offers").
Description of the Exchange Offers
The Existing Securities are all perpetual securities issued by BBVA International Preferred:
| Series and ISIN | Distribution Rate (%) | Currency | Issue Amount. (MM) | Call Date | Exchange Ratio (%) | Cash Incentive Amount | New Security | |
| Series A XS0229864060 | 3.798 | EUR | 550 | 22/09/15 | 81.5 | €80 per €1,000 | Euro New Security | |
| Series B XS0266971745 | 4.952 | EUR | 500 | 20/09/16 | 81.5 | €80 per €1,000 | Euro New Security | |
| Series D XS0308305803 | 7.093 | GBP | 400 | 19/07/12 | 69.0 | £100 per £1,000 | Sterling New Security |
The New Securities:
| Security | Issuer | Currency | Structure and Distribution |
| Euro New Security | BBVA International Preferred, S.A. Unipersonal | EUR | Series E 8.5% Perp NC5 Fixed/Floating Rate Non-Cumulative Perpetual Guaranteed Preferred Securities |
| Sterling New Security | BBVA International Preferred, S.A. Unipersonal | GBP | Series F 9.1% Perp NC5 Fixed/Floating Rate Non-Cumulative Perpetual Guaranteed Preferred Securities |
Timetable of the Exchange Offers
| Date and Time | Event |
| 15:30 CET, on 5 October 2009 | Commencement of the Exchange Offers |
| 5 p.m. CET, on 14 October 2009 | Exchange Offer Deadline, unless extended, re-opened or terminated |
| 15 October 2009 | Announcement of the Exchange Offers' results and of the applicable margin over EURIBOR or LIBOR, as the case may be, that will apply to each New Security when its Distribution rate changes to a floating rate basis |
| 21 October 2009 | Expected settlement date of the Exchange Offers |
The complete terms and conditions of the Exchange Offers are set forth in an Exchange Offer Memorandum dated 5 October 2009 (including the Preliminary Prospectus annexed thereto) that will be sent to eligible holders of Existing Securities at their request.