Details regarding BBVA’s voluntary tender offer
Details regarding BBVA’s voluntary tender offer
End of voluntary tender
Re: Public disclosures dated November 15, 2021, November 18, 2021, March 31, 2022, April 1, 2022, April 25, 2022, April 28, 2022, April 29, 2022.
Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), has informed Türkiye Garanti Bankası A.Ş. (“Garanti BBVA”) of the following: The voluntary tender offer process launched by BBVA for the entire share capital of Garanti BBVA (“VTO”) and approved by the Capital Markets Board of Turkey in accordance with the Communiqué on Takeover Bids (Pay Alım Teklifi Tebliği) no. II-26.1 on March 31, 2022, in their letter numbered E-29833736-110.05.05-19391 and dated March 31, 2022 ended as of today, May 18, 2022, in accordance with our disclosures mentioned above. During the VTO process, BBVA acquired shares of Garanti BBVA with a total nominal value of TRY 1,517,195,890.189, which corresponds to 36.12% of Garanti BBVA’s total share capital. The total consideration paid by BBVA for such shares is TRY 22,757,938,352.85. As a result of the VTO, as of the date of this disclosure, the total share capital of Garanti BBVA owned by BBVA reached 85.97%. For further information regarding Garanti BBVA’s shareholding structure, please refer to the disclosure published by Garanti Yatırım Menkul Kıymetler A.Ş. on the Public Disclosure Platform.
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Mandatory tender offer exemption application
Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), has informed Türkiye Garanti Bankası A.Ş. (“Garanti BBVA”) of the following:
As a result of the purchases within the scope of voluntary tender offer (“VTO”) launched by BBVA for the entaire share capital of Garanti BBVA not already owned by BBVA, as of April 25, 2022, BBVA acquired the indirect management control (as defined in the Communiqué on Takeover Bids (Pay Alım Teklifi Tebliği) no. II-26.1 (“Communiqué”)) at Garanti Faktoring A.Ş. (“Garanti Faktoring”) and Garanti Yatırım Ortaklığı A.Ş. (“Garanti Yatırım Ortaklığı”), two fully consolidated subsidiaries of Garanti BBVA both of which are listed at Borsa İstanbul.
Taking into consideration that the VTO is primarily aimed at increasing BBVA's stake in Garanti BBVA (and not in these two listed subsidiaries) and the fact that these two subsidiaries do not constitute a material portion of Garanti BBVA’s business, on April 29, 2022, BBVA applied to the Capital Markets Board of Turkey for an exemption from launching mandatory tender offer for both of Garanti Faktoring and Garanti Yatırım Ortaklığı pursuant to the article (18)(1)(c) of the Communiqué.
Mandatory tender offer exemption application
Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), has informed Türkiye Garanti Bankası A.Ş. (“Garanti BBVA”) of the following:
As a result of the purchases within the scope of voluntary tender offer (“VTO”) launched by BBVA for the entire share capital of Garanti BBVA not already owned by BBVA, as of April 25, 2022, BBVA’s direct shareholding at Garanti BBVA exceeded 50.0% and also acquired the indirect management control (as defined in the Communiqué on Takeover Bids (Pay Alım Teklifi Tebliği) no. II-26.1 (“Communiqué”) at Garanti Faktoring A.Ş. (“Garanti Faktoring”) and Garanti Yatırım Ortaklığı A.Ş. (“Garanti Yatırım Ortaklığı”), two fully consolidated subsidiaries of Garanti BBVA both of which are listed at Borsa İstanbul.
Taking into consideration that the VTO is primarily aimed at increasing BBVA's stake in Garanti BBVA (and not in these two listed subsidiaries) and the fact that these two subsidiaries do not constitute a material portion of Garanti BBVA's business, BBVA will apply to the Capital Markets Board of Turkey for an exemption from launching mandatory tender offer for both of Garanti Faktoring and Garanti Yatırım Ortaklığı pursuant to the article (18)(1)(c) of the Communiqué
Update of the voluntary tender offer price
Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), has informed Türkiye Garanti Bankası A.Ş. (“Garanti BBVA”) of the following:
In relation to the voluntary tender offer launched by BBVA for the entire share capital of Garanti BBVA ("VTO"), it was previously announced that BBVA applied to the Capital Markets Board of Turkey ("CMB") for its approval of the VTO and the information memorandum in accordance with Section 4 of the Communiqué on Takeover Bids (Pay Alım Teklifi Tebliği) no. II-26.1 ("Communiqué") and on March 31, 2022, the CMB approved the information memorandum in accordance with Section 4 of the Communiqué in their letter numbered E-29833736-110.05.05-19391 and dated March 31, 2022. The VTO price was set at TRY 12.20 for shares with a nominal value of TRY 1.00 and the tender offer period of 20 business days for the VTO started on April 4, 2022.
The Board of Directors of BBVA decided to increase the Voluntary Takeover Bid price offered in cash for each Garanti BBVA share with a nominal value of TRY 1.00 from the initially announced price (12.20 Turkish Lira) to 15.00 Turkish Lira.
As a result of the increase in the Voluntary Takeover Bid price and in accordance with the Communiqué, the acceptance period of the Voluntary Takeover Bid is extended for a period of 2 weeks (the last day of the acceptance period of the Voluntary Takeover Bid will be May 18, 2022). This date takes into consideration the national holidays in Turkey from May 2, 2022 to May 4, 2022 and will need to be adjusted in case of additional national holidays. As per Article 22/4 of the Communiqué, during this 2 week additional period, no new modifications can be made to the tender offer.
The amount equal to the difference of 2.80 Turkish Lira per share will be paid to the investors who have already sold their shares to BBVA as part of the Voluntary Takeover bid within the two business days following the expiry of the original acceptance period (i.e. by May 6, 2022)
The updated Voluntary Tender Offer Bid Form will be available to Garanti BBVA shareholders and investors on the following webpages: kap.org.tr, www.garantibbvainvestorrelations.com, www.garantibbva.com.tr and www.garantibbvayatirim.com.tr.
Voluntary Tender Offer Information Memorandum and Request Form
As disclosed on March 31, 2022 by Türkiye Garanti Bankası A.Ş. ("Garanti BBVA"), the Voluntary Tender Offer period ("VTO") by Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") for Garanti BBVA shares will start on April 4, 2022 and will last for a term of 20 business days (i.e. VTO ending date is April 29, 2022).
The Information Memorandum on the VTO and the Request Form are attached and will be available to Garanti BBVA shareholders and investors on www.garantibbvayatirim.com.tr
Receipt of necessary approvals for the voluntary tender offer process and CMB approval to voluntary tender offer information memorandum
Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), has informed Türkiye Garanti Bankası A.Ş. (“Garanti BBVA”) of the following: In relation with the voluntary tender offer launched by BBVA for the entire share capital of Garanti BBVA (“VTO”), the relevant authorisations required, both in Turkey and in other jurisdictions, for the acquisition of more than 50% of Garanti BBVA total share capital were obtained. Accordingly, BBVA applied to the Capital Markets Board of Turkey (“CMB”) for its approval on the VTO and the information memorandum in accordance with Section 4 of the Communiqué on Takeover Bids (Pay Alım Teklifi Tebliği) no. II-26.1 (“Communiqué”). As of today, the CMB approved the information memorandum in accordance with Section 4 of the Communiqué in their letter numbered E-29833736-110.05.05-19391 and dated March 31, 2022.
Garanti BBVA report on the voluntary tender offer process.
As per as per Article 21 of the Communiqué on Takeover Bids (Pay Alım Teklifi Tebliği) no. II-26.1, the board of directors of our company, Türkiye Garanti Bankası Anonim Şirketi (“Garanti BBVA” or “Company”) is required to publish a board report to represent its views on the voluntary tender offer (“Voluntary Tender Offer”) to be conducted by our principal shareholder, Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) one business day prior to the start of the offer period, which will be April 4, 2022 as disclosed on March 31, 2022.