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Turkiye Garanti Bankasi A.S.: Proposed voluntary tender offer process by BBVA

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Turkiye Garanti Bankasi A.S. (TGBD)
15-Nov-2021 / 06:52 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

TO: Investment Community

FROM : Garanti BBVA / Investor Relations

SUBJECT: Proposed voluntary tender offer process by BBVA

 

 

DATE: November 15, 2021

 

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), in accordance with the provisions of the Securities Market legislation, hereby communicates the following:

INSIDE INFORMATION

The Board of Directors of BBVA decided to launch a voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş. ("Garanti" or the "Company") not already owned by BBVA.

The main characteristics of the voluntary takeover bid (the "Voluntary Takeover Bid") are described below. The detailed terms and characteristics of the Voluntary Takeover Bid will be contained in an information memorandum to be submitted by BBVA for approval to the Capital Markets Board of Turkey (the "CMB"). The information memorandum will be published once such aforementioned approval is obtained.

The share capital of Garanti amounts to an aggregate of 4,200,000,000 shares with a face value of TL 1 each. The Company has no privileged shares.

As of the date of this announcement, BBVA owns an aggregate of 2,093,700,000 shares which represent 49.85% of the total share capital of the Company. Consequently, the Voluntary Takeover Bid is addressed to the remaining 2,106,300,000 shares which represent 50.15% of the total share capital of the Company.

BBVA reserves the right to reduce or otherwise modify the Voluntary Takeover Bid Price by an amount equal to the gross amount of the distribution per share, if the Company declares or distributes dividends, reserves or any other kind of distribution to its shareholders at any time from today until the day of completion of the Voluntary Takeover Bid.

The Voluntary Takeover Bid Price represents a premium of approximately:

(i) 34% of the daily adjusted weighted average prices on the stock exchange in the 6 months prior to the date of this announcement (9.12 Turkish Lira);

(ii)  24% of the daily adjusted weighted average prices on the stock exchange in the 30 trading days prior to the date of this announcement (9.83 Turkish Lira); and

(iii)  15% over the closing price of the shares in the Company on November 12, 2021 (10.58 Turkish Lira).

Since the Voluntary Takeover Bid is addressed to all of Garanti's shareholders, pursuant to article 14 (1) (a) of the Communiqué, if and when as a result of the Voluntary Takeover Bid, BBVA's shareholding in Garanti exceeds 50%, BBVA will not be obliged to launch a subsequent mandatory takeover bid.

BBVA has received confirmation from the CMB that it will not formally approve the Voluntary Takeover Bid application until the CMB receives confirmation from BBVA that all relevant approvals required by BBVA have been duly obtained. Only after approval by the CMB of the Voluntary Takeover Bid application will the voluntary takeover bid period begin.

BBVA will diligently disclose to the market when all relevant authorisations are obtained.

Madrid, November 15, 2021

1 The applicable exchange rate is 11.43 Turkish Lira per Euro as of November 12, 2021.

2 The determination of the impact on earnings per share for 2022 was made taking into consideration for Garanti the Bloomberg consensus estimates of net income amounting to 14,276 million Turkish Lira and for BBVA the company gathered consensus estimates of net income amounting to 4,052 million Euro. The exchange rate applied was 12.91 Turkish Lira per Euro as per the average of FX forward curve for 2022 as of November 12, 2021.

3 The determination of the impact on Common Equity Tier 1 and tangible book value per share was made taking into consideration the group's financial statements as of September 30, 2021, assuming the impact on Common Equity Tier 1 of the 3,500 million Euro share buyback program already announced to the market, and an exchange rate of 11.43 Turkish Lira per Euro. The amount of the impact on Common Equity Tier 1 and tangible book value per share will vary from the date of this disclosure up to the date of closing of the Voluntary Takeover Bid due to, among other circumstances, changes in the book value of the Company and changes in the Euro/Turkish Lira exchange rate.

 

 

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

 

We declare that our above statements are in conformity with the principles included in the Board's Communiqué, Serial II Nr.15.1, that it exactly reflects the information we received; that the information complies with our records, books and documents; that we did our best to obtain the correct and complete information relative to this subject and that we are responsible for the declarations made in this regard.

 

Yours sincerely,

Garanti BBVA

Contact Garanti BBVA Investor Relations:

Tel: +90 212 318 2352

Fax: +90 212 216 5902
E-mail: investorrelations@garantibbva.com.tr
www.garantibbvainvestorrelations.com

 

Attachment

File: Proposed voluntary tender offer process by BBVA- Analyst Presentation

ISIN:

US9001487019

Category Code:

MSCL

TIDM:

TGBD

LEI Code:

5493002XSS7K7RHN1V37

Sequence No.:

126772

EQS News ID:

1248907


 

End of Announcement

EQS News Service

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