Share Issue/Capital Change • Feb 7, 2017
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTIONS WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
Public company (Sociedade Aberta) Head Office: Praça D. João I, 28, 4000-295 Porto Registered with the Oporto Commercial Registry under the single registration and tax payer number 501 525 882 Share Capital fully subscribed: €5,600,738,053.72 (Issuer)
In accordance with applicable legal provisions, Banco Comercial Português, S.A. (hereinafter referred to as "Millennium bcp") hereby announces that the above mentioned share capital increase has been registered with the competent Commercial Registry Office on the date hereof. This share capital increase resulted in the issuance of 14,169,365,580 ordinary, registered and book-entry shares, without nominal value, with the issuance price and subscription price of €0.094 per share. These ordinary shares were offered to the shareholders of Millennium bcp for subscription through the exercise of their pre-emptive subscription rights pursuant to applicable law (the "Rights Offering").
As such, the current share capital of Millennium bcp is now of €5,600,738,053.72, represented by 15,113,989,952 ordinary, registered, book-entry shares without nominal value.
These ordinary shares will be issued following the above mentioned registration of Millennium bcp's share capital increase with the competent Commercial Registry Office. It is expected that temporary shares will be converted into definitive shares on 8 February 2017.
The new ordinary shares will be fungible with existing ordinary shares and, as of the date of issuance, will entitle their holders to the same rights as those of existing shares.
It is expected that the 14,169,365,580 new ordinary shares issued pursuant to the Rights Offering, as well as the 157,437,395 shares fully subscribed and paid-up by the shareholder Chiado (Luxembourg) S.à r.l. (a member of the Fosun group) in the reserved share capital increase of Millennium bcp (in the amount of €174,582,327.32) completed on 18 November 2016, will be admitted to trading on Mercado Regulamentado Euronext Lisbon as of 9 February 2017, under the ISIN code PTBCP0AM0015.
7 February 2017
BANCO COMERCIAL PORTUGUÊS, S.A.
Neither this document nor any copy of it may be disclosed, transmitted or otherwise distributed, in or into the United States, including its territories or possessions, any state of the United States and the District of Columbia except to persons that are "qualified institutional buyers" ("QIBs") as such term is defined in Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), nor disseminated outside the United States, except in compliance with Regulation S under the Securities Act. This document does not constitute or forms a part of any offer to sell or solicitation of an offer to purchase or subscribe for securities in the United States. Persons into whose possession this document comes are required by BCP and the underwriters of this Rights Offering to inform themselves about and to observe any such restrictions. The securities mentioned herein (the "Securities") have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States. The Securities have not been and will not be registered under the applicable securities laws of any state or jurisdiction of Australia, Japan or South Africa, and subject to certain exceptions, may not be offered or sold within Australia, Japan or South Africa or to or for the benefit of any national, resident or citizen of Australia, Japan or South Africa. This document is not for distribution in or into Australia, Japan or South Africa. The Rights Offering referred to in this document was carried out pursuant to prospectus and an offering circular that were made available in due course. Any investment decision shall only be made on the basis of a prospectus duly approved by the CMVM.
The information contained in this communication does not constitute or form any part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as any inducement to enter into, any investment activity.
Millennium bcp has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than Portugal. With respect to each Member State of the European Economic Area other than Portugal that has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring a publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States other than Portugal:
(a) To legal entities which are qualified investors as defined under the Prospectus Directive;
(b) To fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
(c) In any other circumstances not requiring Millennium bcp to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, the expression an "offer to the public of Securities" in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and the amendments thereto, including 2010 PD Amending Directive (Directive 2010/73/EU), to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State.
In the United Kingdom, this communication is directed solely at persons who (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (ii) are high net worth entities, and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(A) to (D) of the Order (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Any failure to comply with the above restrictions may constitute a violation of applicable securities law. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
The matters discussed in this document may include forward-looking statements that are subject to risks and uncertainties, including statements with respect to the admission to trading of the Securities that have been offered in the Rights Offering. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of Millennium bcp to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Millennium bcp's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as Millennium bcp's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which Millennium bcp operates or in economic or technological trends or conditions, including inflation and consumer confidence and other risk factors identified in the prospectus and offering circular (together with any amendments or supplements thereto) prepared in connection with the proposed offering.
Even if Millennium bcp's financial condition, business strategy, plans and objectives of management for future operations are consistent with the forward looking statements contained in this announcement, those results or developments, as well as Millennium bcp's past performance, may not be indicative of results or developments in future periods.
Millennium bcp, Goldman Sachs International, J.P. Morgan Securities plc, Credit Suisse Securities (Europe) Limited, Mediobanca–Banca di Credito Finanziario S.p.A. and Merrill Lynch International expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.