Announcement By Banco Comercial Portugues, S.A.
Business Editors
LISBON, Portugal--(BUSINESS WIRE)--Feb. 23, 2001--
Announcement Of The Launch By Banco Comercial Portugues, S.A. Of
An Offer For Subscription Of Up To 168,125,003 Ordinary Registered
Shares With Par Value Of Euro 1 Per Share To Existing Shareholders
Through The Exercise Of Their Rights Of Preference
Pursuant to the provisions of article 123 of the Codigo dos
Valores Mobiliarios (Securities Code), the increase of the share
capital of Banco Comercial Portugues, S.A. from Euro 2,101,562,549 to
Euro 2,269,687,552, through the issuance of 168,125,003 new ordinary
registered shares with a par value of Euro 1 per share, in the terms
and conditions of this announcement and other offer documentation, is
hereby made public.
1. Issuer's identification
The issuer is Banco Comercial Portugues, S.A. (hereinafter "BCP"
or "issuer") a public company whose registered address is in Oporto,
at Rua Julio Dinis, 705-719, company nr. 501 525 882, with a share
capital of 2,101,562,549 euro, registered in the Oporto Commercial
Registry under nr. 40043/850717.
2. Amount and Nature
BCP's share capital will be increased from 2,101,562,549 euros to
2,269,687,552 euros, through the issuance of 168,125,003 ordinary
registered shares with a par value of 1 euro each. The offer is
exclusively for BCP shareholders, through the exercise of their
respective rights of preference.
All the shares to be issued will be registered, and will be
subject to registration in the account of the respective shareholder
with authorised financial intermediaries.
3. Price of the issue and form of payment
All of the 168,125,003 shares to be issued, with a par value of 1
euro each, shall be placed for subscription at a price of 4.25 euros
each, corresponding to a premium over par of 3.25 euros per share.
Payment for shares subscribed will be made in cash and in its entirety
at the time of subscription.
Commissions may be due on the amount paid by subscribers depending
on which financial institution takes the subscription orders.
4. Offer Method
The 168,125,003 ordinary registered shares to be issued, with a
par value of 1 euro each, are offered directly for subscription to
shareholders through the exercise of their respective rights of
preference. The number of new shares to be subscribed results from the
application of a factor of 0.08 to the number of subscription rights
held at the time of subscription, rounded downwards.
Shares initially not subscribed shall be subject to pro rata
distribution to holders of subscription rights who have stated an
intention to subscribe a number of shares greater than that to which
they would proportionally have the right, in the proportion to the
value of the respective subscriptions, rounded downwards. The
additional subscription order must be made jointly with the
subscription order.
In case of an incomplete subscription, the share capital increase
shall be limited to the amount of the shares subscribed.
5. Acceptance Period and Locations
The subscription period shall run from 8:30 a.m. on March 2
through 3:00 p.m. on March 16, 2001.
Subscription orders may be placed at any Banco Comercial
Portugues, S.A. branch, or through legally authorised Financial
Intermediaries.
Subscription orders may be revoked up to 5 days prior to the end
of the Offer period, i.e., they are irrevocable from March 12, 2001,
inclusive.
6. Rights of Preference
The present offer is directed to shareholders, through the
exercise of their respective rights of preference.
Shares not initially subscribed shall be subject to prorata
distribution to holders of subscription rights who have stated an
intention to subscribe a number of shares greater than that to which
they would proportionally have the right to, in the proportion of the
value of the respective subscriptions, rounded downwards.
Shareholders who do not wish to exercise their subscription
rights, in whole or in part, may trade them on the Official Trading
Market of the Lisbon and Oporto Stock Exchange from the first day on
which they may be exercised through to the 4th business day prior to
the end of the subscription period, i.e., from March 2, 2001 through
March 12, 2001.
7. More information regarding the new shares
Shareholders are informed, in accordance with the offering
prospectus, that:
a) The shares covered by the current offer shall not grant
any right to dividends or any other distribution which
may be approved with respect to fiscal year 2000;
b) In addition, they shall not confer any right to
participate in the capital increase by incorporation of
reserves which may be determined in the General Meeting
of Shareholders of BCP to be held on March 26, 2001. It
is expected that the public deed of the current share
capital increase will occur after that General Meeting
of Shareholders.
8. Admission to Listing
A maximum of 168,125,003 shares, corresponding to the maximum
number of shares offered through the Public Subscription Offer covered
by this Prospectus, shall be subject to an application for listing on
the Official Trading Market of the Lisbon and Oporto Stock Exchange.
9. Development Contracts
No development contracts were entered into related to the present
issue.
10. Registration of the Issue
The present issue was subject to prior registration in the CMVM
under No. 8940.
11. Organisation and Leadership
The present issue was organised and led by BCP Investimento -
Banco Comercial Portugues de Investimento, S.A., with registered
address at Av. Jose Malhoa, Lote 1686, in Lisbon.
12. Method of Publication
The present announcement of launching is published in the Official
Bulletin of the Lisbon Stock Exchange and in the newspaper Diario
Economico.
The Prospectus detailing the capital increase covered by the
Public Subscription Offer, is available at the above mentioned
headquarters of the Issuer, as well as at the headquarters and agency
of BCP Investimento, at Avenida Jose Malhoa, Lote 1686-1070-157 Lisbon
and at Rua Julio Dinis, 705-719, Oporto, at the branches of Banco
Comercial Portugues, SA, and at Lisbon and Oporto Stock Exchange
Lisbon, 22 February 2001
The Issuer
Banco Comercial Portugues, S.A.
Financial Intermediary
BCP Investimento
This rights offering is made for the securities of a foreign
company. The offer is subject to the disclosure requirements of a
foreign country that are different from those of the United States.
Financial statements included in the document, if any, have been
prepared in accordance with foreign accounting standards that may not
be comparable to the financial statements of United States companies.
Transfer of rights by U.S. holders is prohibited except in accordance
with Regulation S of the Securities Act of 1933.
It may be difficult for you to enforce your rights and any claim
you may have arising under the federal securities laws, since the
issuer is located in a foreign country, and some or all of its
officers and directors may be residents of a foreign country. You may
not be able to sue the foreign company or its officers or directors in
a foreign court for violations of the U.S. securities laws. It may be
difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court's judgment.
--30--jtp/ny*
CONTACT: Banco Comercial Portugues
Rui Lopes
Tel: +35 121 321 1081
or
Citigate Dewe Rogerson
Cindy Lyman / Melissa Payne-Smith
Tel: 212/688-6840
KEYWORD: INTERNATIONAL EUROPE
INDUSTRY KEYWORD: BANKING
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