Notice - CMVM

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Jun 29, 2015 - purchase options on its website (www.banif.pt) and through the Securities Exchange Commission's. Informat
Notice Banif informs about the second period in which holders of shares at 25 January 2013 may exercise the option to acquire Banif shares held by the Portuguese State, in the terms of paragraph 9 of Decree number 1527-B/2013, of 23 January. Banif – Banco Internacional do Funchal, S.A. (Banif) announces that it has published the following documents on its website (www.banif.pt), in accordance with the terms, and for the purposes, of paragraph 9 of Decree number 1527-B/2013 issued by the Minister of State and Finance on 23 January 2013:

a. Announcement

stating

that,

in

accordance

with

the

Decree

number

132/2015/MEF, issued by the Minister of State and Finance on 29 June, the following has been determined: (i) the period in which holders of shares at 25 January may exercise the option to buy Banif shares held by the Portuguese State, and (ii) the exercise price for that option; b. Information annexed to the Decree number 132/2015/MEF with a detailed description of the procedures to be followed in exercising the option; c. Template document that eligible shareholders can use for placing purchase orders, when exercising their option.

The documents referred to in paragraphs a. and b. above are annexed to this notice.

Lisbon, 29 June 2015

The Issuer

Banif – Banco Internacional do Funchal, SA Limited Liability Company Registered Office: Rua de João Tavira, 30 - 9004-509 Funchal Share Capital: 1,720,700,000.00 euros Single Registration and Corporate Taxpayer Number: 511 202 008

Announcement regarding the Period for the Exercise of Purchase Options in 2015

Banif - Banco Internacional do Funchal, S.A., Public Limited Company (hereinafter, the bank), credit institution with head office in Portugal, is the beneficiary of a state investment-backed capitalisation operation, as per the provisions of Law no. 63-A/2008, of 24 November, and as determined in Decree no. 1527-B/2013, of 23 January, issued by the Minister of State and Finance. In this operation, the Portuguese state subscribed to 70,000,000,000 special shares representing the bank’s share capital on 25 January 2013. Under no. 2 of article 24 of Law no. 63-A/2008, of 24 November holders of shares (or holders of securities mandatorily convertible into shares in the bank, taking into account the provisions of no. 3 of article 368 of the Commercial Companies Code) at 25 January 2013 have the option to purchase, in proportion to the number of shares held at this date, the shares that are held by the Portuguese state as a result of the capitalisation operation, given that there has been no full state disinvestment over the maximum period of five years. In accordance with no. 9 of Decree no. 1527-B/2013, of 23 January, it was determined, for the purposes of no. 2 of article 24 of Law no. 63-A/2008, of 24 November, that the terms for the exercise of the abovementioned legal option to purchase the special shares held by the Portuguese state, particularly the fixing of the period for exercising such option and the price of the option, shall be communicated to the bank each year by the member of the government who has oversight of financial matters, in compliance with the framework established in the abovementioned no. 9 of Decree no. 1527-B/2013, of 23 January. The Minister of State and Finance has decided, in the terms of Decree no. 132/2015/MEF, of 29 June, that the period for exercising the option to purchase the special shares owned by the Portuguese state, applicable in the current year, shall run from 8.30 am on 13 July 2015 to 3 pm on 7 August 2015. The option price, as determined by the provisions of no. 9 of Decree no. 1527B/2013, of 23 January, is € 0.0127 per share. The bank shall publish the relevant information on application procedures for the exercise of such purchase options on its website (www.banif.pt) and through the Securities Exchange Commission’s Information System (www.cmvm.pt).

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Note: The exercise of the option to purchase is not part of a public offering of securities and, thus, the legal framework for the public offerings of securities, as stipulated in the Securities Code, does not apply to the exercise of this option. More specifically, the exercise of this option is not governed by any prospectus approved by the CMVM. Neither the Portuguese state nor the bank have issued any opinion regarding the shares that are the object of this option or of the appropriateness of the purchase option for any investor who is deemed an eligible shareholder by law. Investors who are deemed eligible shareholders should duly consider, and take advice, before deciding to exercise any purchase option, particularly as regards the legal status and fiscal framework applicable to the shares.

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ANNEXE

Procedures for exercising the purchase option

I. Overview

1. Operation This document pertains to the procedures governing the second period for exercising the option, attributed, in law, to the Eligible Shareholders (as defined below) of Banif - Banco Internacional do Funchal, S.A., Public Limited Company ("Banif”) (hereinafter, “purchase options”), to purchase the 70,000,000,000 special shares owned by the state and subscribed to on 25 January 2013, as part of the Banif recapitalisation plan approved at the general meeting held on 16 January 2013. The purchase options result from article 24, no 2 of Law no. 63.°-A/2008, of 24 November, as amended ("Law no. 63.°-A/2008"). The options are governed by no. 9 of Decree no. 1527B/2013, of 23 January 2013, issued by the Minister of State and Finance (published in the 2nd series of the Diário da República (official gazette), on 24 January 2013, the annexe to which was the subject of Rectification Statement no. 393/2013, of 14 March) (“Decree”) and, for the current exercise period, by Decree no. 132/2015/MEF, of 29 June 2015, issued by the Minister of State and Finance. The special shares that are the object of the purchase option will be converted automatically into ordinary Banif shares, when acquired by eligible shareholders, in accordance with article 8, no. 5 of Law no. 63.º-A/2008. The purchased shares, representative of Banif’s share capital, will be without nominal value and will be ordinary, book-entry and registered. 2. Eligibility The following are eligible: (i) holders of Banif shares at 25 January 2013 (“Reference Date”) and/or (ii) taking into account the provisions of article 368, no. 3 of the Commercial Companies Code, holders, at the reference date, of mandatorily convertible securities issued by Banif (ISIN: PTBNFMZM0008) ("VMOC"), who became Banif shareholders in September 2013 (together, “Eligible Shareholders”). The ordinary shares representative of Banif’s share capital and the VMOC, on the reference date, are referred to jointly as “Securities”.

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3. Scope Each eligible shareholder has the right to purchase shares in proportion to the securities owned at the reference date, up to a maximum of 109.51531650 shares for each security held at the reference date. The maximum limit of 109.51531650 shares per security was calculated using the ratio of the number of special shares subscribed to on 25 January 2013 and owned by the state (70,000,00,000) and the number of securities (excluding own shares) existing at this date (639,180,000). The number of shares that each eligible shareholder is entitled to purchase will be automatically rounded off to the nearest whole number, as fractions of shares cannot be purchased. No payment will be made to shareholders in respect of share fractions not attributed as a result of the application of the above criteria. The special shares remaining after this purchase operation will continue to be owned by the state, which is free to partially or wholly dispose of these before the next purchase option period, without prejudice to any legally binding preference rights that shareholders might have in respect of any such disposal, under article 8, no. 3 of Law no. 63.°-A/2008. 4. Exercise price Purchase options may be exercised at a price of €0.0127 per share, payable to the state, in the terms stipulated in these procedures, on the settlement date. This exercise price was calculated according to no. 9 of the Decree, by which the exercise price would be the higher of: (a) the average of the average weighted price of the total number of ordinary shares representative of Banif’s share capital, as traded on each of the trading days in a 30-day period immediately prior to the above-mentioned announcement from the member of the government with oversight for financial matters (that is, before 29 June 2015) and (b) the price that would represent a total annual return of 10%, on the last day of the exercise period, on the average amount invested by the state in acquiring the special shares it owns, taking into account any dividends that the state may have received as owner of these special shares. The announcement in question was issued on 29 June 2015, without any dividends having been paid to the state. The average of the weighted average price calculated according to criteria a) above is lower than that which results from the application of criteria b) above. Thus, the option price was calculated using criteria b), rounded off to four decimal places.

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Although payment to the state will only take place on the settlement date, eligible shareholders should transfer to Banif the funds necessary to settle the operation financially, in the terms of these procedures, during the exercise period (as defined below). 5. Exercise period The period for exercising the purchase option shall run, on business days, from 8.30 am on 13 July 2015, to 3 pm on 7 August 2015 (“Exercise Period”). II. Procedures 6. Exercise of purchase options (Orders) Eligible shareholders wishing to exercise their purchase option should declare their intention to do so in writing by filling out and signing the document referred to below (hereinafter, “Order” or “Orders”, depending on the context), before the deadline and according to the procedures stipulated here, which include the prior transfer of the exercise price to Banif. Each shareholder may only submit one order in the exercise period. Such orders are deemed irrevocable once received by Banif. Each order should indicate the number of shares the eligible shareholder wishes to purchase. This number may reflect the eligible shareholder’s full, or partial, purchase option entitlement. 7. Documentation Eligible shareholders should make use of the order template published on Banif’s website. In addition to the information required in law, the order should also include the number of an account held with a financial intermediary authorised to provide a security registration service in Portugal and to which the purchased shares are to be transferred and also the account number for the sight deposit account from which payment is to be made for the shares purchased through the order. The order should be signed by the eligible shareholder or by a duly appointed representative. On delivery, it should be accompanied by: (i) a simple copy of the identification documents’ of the signatory(ies) to the order. Where such signatories are not the eligible shareholders themselves, the identification document (natural person) or the commercial registry certificate or respective reference number for the online certificate (legal person) of the eligible shareholder, together (where appropriate) with the document proving the representative’s mandate, should also be submitted; (ii) certificate(s) issued under the terms of article 78 of the Securities Code by the entity(ies) who had keeping of the securities at the reference date. Such

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certificates should prove the ownership, at that date, of the number of securities required to purchase the number of shares requested in the order, except where the keeper of record of the securities at the reference date was Banif itself, as the bank can determine such ownership; (iii) proof of the transfer to the Banif account of the amount required for the payment of the shares requested in the order. When this documentation is submitted, the original(s) of the identification document(s) identified in (i) above should be shown, unless a copy(ies) of the aforesaid document(s) certified by an entity authorised under Decree-Law no. 28/2000, of 13 March, are shown (or delivered, in place of the simple copy). In the case of the universal legal inheritance of the position of owner of the securities at the reference date, by another shareholder, and where this latter wishes to exercise the purchase option that would have been the right of the former if the legal succession had not taken place, this latter should also add proof of the aforesaid legal inheritance. For the purposes, the probative documents shall be the same as those required to prove the status of heir in a legal process in Portugal. If the securities are co-owned, the purchase option should be exercised through the common representative, in accordance with the stipulations pertaining to shares contained in article 303 of the Commercial Companies Code. 8. Placement of orders and payment of the price Each order, along with the applicable accompanying documentation, can be delivered to any branch of Banif or it can be sent by registered mail with proof of delivery to Banif, at the address below: Banif— Banco Internacional do Funchal, S.A. Direção de Suporte Operacional Rua Coronel Bento Roma, n° 4 e 4 A, 2° piso 1700-122 Lisboa If the order and accompanying documentation is sent by mail, original documents should be sent, except for the identification document(s) referred to in sub-point (i) of point 7 above (Documentation). Copies of such identification documents, certified by an entity authorised for the purposes under Decree-Law 28/2000, of 13 March, should be sent instead. The eligible shareholder is solely responsible for ensuring that the order and accompanying documentation is received by Banif before the end of the exercise period, whether this is through the timely handing in of such documents at a Banif branch or whether this is through Banif’s timely reception of the documents at the above-mentioned address. If Banif receives 7

the order and the accompanying documentation after the exercise period (that is, after 3 pm on 7 August 2015), the order shall be considered null and void. Prior to submitting the order and the accompanying documentation, each eligible shareholder should transfer the payment amount for the shares to the Banif account indicated below, for subsequent transfer to the state, in the terms stipulated herein: Account No: 40740986/77/10 Bank Routing Number: 0038 0000 4074098677142 Without prejudice to the provisions of II.10 (Centralisation of orders), the execution of the orders is conditional on the deposit of the appropriate funds for payment of the shares in the above Banif account, before the end of the exercise period. This amount will be retained in the Banif account and used to pay the settlement amount to the state on the settlement date, as described below. 9. Commissions and associated costs Banif will not charge eligible shareholders any fees or commissions for exercising their purchase options, without prejudice to any commissions pertaining to the reception, sending and execution of orders, of custody, of monetary transfer or any other fees or commissions applied by the financial intermediaries involved, in accordance with their price lists. Eligible shareholders should inform themselves, in advance, of any fees or commissions that they may incur, in order to ensure that the amount actually transferred to the Banif account is sufficient to pay for the shares on their order in full. Any such commissions and fees shall be borne in their entirety by the eligible shareholder in question. 10. Centralisation of the orders Banif will act as centraliser for this purchase option operation. On receiving an order, Banif will check that it has been made out correctly, in accordance with the conditions applicable to the terms herein. Specifically, Banif should check that the number of shares to be purchased is equal to, or less than, the eligible shareholder’s purchase option entitlement and that the payment amount has been correctly calculated and transferred within the timeframe established for the purposes. If the purchase order is made out for more shares than the eligible shareholder is entitled to under the purchase option scheme (see 1.3 Scope), the order will be executed for the maximum

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number of shares that the shareholder is entitled to, without prejudice to the provisions stipulated in the following paragraphs. If the amount transferred to the Banif account by the originator is lower than that required for the number of shares that are to be purchased (after the application of any reduction, as stipulated in the previous paragraph), the order will be executed for the maximum number of shares that the transferred amount is sufficient to purchase. Within four business days of receiving the order, Banif will inform the eligible shareholder of any non-execution of the order based on non-compliance with any of the applicable formalities. If there are no impediments to the execution of the order, Banif will inform the eligible shareholder of the number of shares that are to be apportioned to the originator on the basis of the various criteria, namely, rounding up (see 1.2 Scope), set out in these procedures (as a whole, the “Information Regarding the Order”). If the originator has transferred an amount to the Banif account that is greater than that required to pay for the shares to be apportioned to the same, under the terms of these procedures, the difference will be reimbursed to the bank account from which the eligible shareholder made the transfer, within five business days following the issue of the information regarding the order notice. If an order does not comply with the requisite formalities, the originator may still comply with these formalities, providing they do so before the end of the exercise period, via the same channels for placing the order detailed in II.8 (placement of orders and payment of the price) above. If the originator does not do this, or cannot do it within the exercise period, Banif should return the amount transferred to the Banif account to the account from which the originator transferred the payment funds, within five business days of the end of the exercise period. If the originator has received the information regarding the order notice, they should inform Banif, in writing and through the above-mentioned channels, of their intention not to comply with the outstanding formalities. Banif should return the amount transferred to the Banif account to the account from which the originator transferred the payment funds, within five business days of receiving such notification from the originator. 11. Results On 11 August 2015, Banif will disclose the results of the purchase operation on its website and through the Securities Exchange Commission’s (“CMVM”) information system.

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12. Settlement On 12 August 2015, the shares that have been validly ordered by eligible shareholders will be credited by the state to an account opened by Banif at Interbolsa - Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A., against payment of the exercise price, previously received from the purchasers, by Banif to the state. Banif will then transfer these shares credited by the state to the accounts of the eligible shareholders, in accordance with the information given on the purchase orders. For the purposes of the aforementioned, Banif will coordinate the procedures necessary to the settlement of accounts, in the above terms, with Interbolsa - Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S. A. and any other financial intermediaries acting as custodians and involved in the process. 13. Listing Banif, as issuer, has the legal responsibility to ask Euronext Lisbon —Sociedade Gestora de Mercados Regulamentados, S.A., to list all the shares that have been purchased during the exercise period, and thus converted into ordinary Banif shares, for trading on the Euronext Lisbon regulated market. Banif will make every effort to ensure that this listing takes place as quickly as possible after settlement of the operation. Actual listing of the purchased shares for trading will always be dependent on prior compliance with all the legal and formal requirements applicable to a favourable decision on listing by the body managing the regulated market. Following listing for trading on the Euronext Lisbon regulated market, the purchased shares may be freely traded on the stock market and shall be fungible with the other Banif ordinary shares listed for trading (ISIN: PTBAFOAM0002). III. Information 14. Notice The exercise of the option to purchase is not part of a public offering of securities and, thus, the legal framework for the public offerings of securities, as stipulated in the Securities Code, does not apply to the exercise of this option. More specifically, the exercise of this option is not governed by any prospectus approved by the CMVM. Neither the Portuguese state nor the bank have issued any opinion regarding the shares that are the object of this option or of the appropriateness of the purchase option for any investor who is deemed an eligible shareholder

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by law. Investors who are deemed eligible shareholders should duly consider, and take advice, before deciding to exercise any purchase option, particularly as regards the legal status and fiscal framework applicable to the shares. 15. Schedule The key dates for the exercise of the purchase options, in the above terms, are as follows: •

Start of the exercise period: 13 July 2015, at 8.30 am



End of the exercise period: 7 August 2015, at 3.00 pm



Communication of results: 11 August 2015



Settlement and delivery of shares to eligible shareholders: 12 August 2015



Listing for trading on Euronext Lisbon: 14 August 2015, or later

16. Disclosure of information These procedures will be published on Banif’s website (www.banif.pt) and through the CMVM’s information system (www.cmvm.pt). Banif will be happy to provide any further information or clarification that eligible shareholders may require, through our Investor Relations Office, which can be contacted as follows: Telephone: +351 217 211 427 Fax: +351 217 211 599 General email: [email protected] Information and clarification may also be sought at any Banif branch. 17. Information for the state Without prejudice to the prompt provision to the state of any information that this may request during or after the exercise period, Banif will be sending the state an update report on the exercise operation each business day, during the aforesaid period and in such a way that the state receives the information on the same days as it is sent. This report will contain updated information on the valid orders received and the number of shares involved.

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On the day following the last business day in the exercise period, Banif should send the state, in the same manner, a notification containing consolidated information on the exercise and all data necessary to the settlement that is in Banif’s possession. This information will include the total number of shares to be purchased from the state, the total amount that the state will receive in exchange and the account numbers, codes and other relevant information that Banif has and that is necessary to the settlement process.

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