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Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

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12. OTHER INFORMATION AND SUBSEQUENT EVENTS<br />

Exceptional factors<br />

<strong>2010</strong> saw the exceptional factors described in section 1: Economic environment in <strong>2010</strong> in this management<br />

report, which shaped the performance <strong>of</strong> the global financial system and, by extension, the Bank’s<br />

performance.<br />

Subsequent events<br />

The Directors <strong>of</strong> the subsidiaries Banco de Crédito Local de España, S.A. (Unipersonal) and <strong>BBVA</strong><br />

Factoring E.F.C., S.A. (Unipersonal), in meetings <strong>of</strong> their respective boards <strong>of</strong> directors held on January 28,<br />

2011 and February 1, 2011, respectively, have approved a project for the takeover <strong>of</strong> Finanzia Banco de<br />

Crédito, S.A.U. by Banco Bilbao Vizcaya Argentaria, S.A. and the subsequent transfer <strong>of</strong> all its equity<br />

interest to Banco Bilbao Vizcaya Argentaria, S.A., which will acquire all the rights and oblig<strong>at</strong>ions <strong>of</strong> the<br />

companies it had purchased through universal succession.<br />

The merger agreement will be submitted to shareholders for approval <strong>at</strong> the AGM during the first quarter <strong>of</strong><br />

the year. Given th<strong>at</strong> the merged company is fully owned by Banco Bilbao Vizcaya Argentaria, S.A. in<br />

accordance with Article 49.1 <strong>of</strong> Act 3/2009 <strong>of</strong> 3 April 2009 on the structural modific<strong>at</strong>ions <strong>of</strong> trading<br />

corpor<strong>at</strong>ions, it will not be necessary to carry out any share capital increase <strong>of</strong> Banco Bilbao Vizcaya<br />

Argentaria, S.A. or prepare reports by the managers <strong>of</strong> the companies involved in the merger, or by<br />

independent experts on the merger proposal.<br />

As <strong>of</strong> January 17, 2011, Banco Bilbao Vizcaya Argentaria, S.A. acquired its condition as sole shareholder as<br />

a result <strong>of</strong> the acquisition <strong>of</strong> shares in possession <strong>of</strong> the Corporación General Financiera, S.A. and Cidessa<br />

Uno, S.L. as <strong>of</strong> <strong>December</strong> <strong>31</strong>, <strong>2010</strong>.<br />

Since January 1, 2011 until the prepar<strong>at</strong>ion <strong>of</strong> these financial st<strong>at</strong>ements, no other significant events, not<br />

mentioned above, have taken place th<strong>at</strong> affect the Bank’s results or its equity position.<br />

13. REPORT REQUIRED BY ARTICLE 116.BIS OF THE SPANISH SECURITIES MARKET ACT<br />

Pursuant to Article 116.bis <strong>of</strong> the Securities Market Act, this explan<strong>at</strong>ory report has been drawn up with<br />

respect to the following aspects:<br />

a) Common stock structure, including securities not traded on a regul<strong>at</strong>ed EU market, with an<br />

indic<strong>at</strong>ion, where applicable, <strong>of</strong> the different classes <strong>of</strong> shares and, for each class <strong>of</strong> shares, the<br />

rights and oblig<strong>at</strong>ions they confer and the percentage <strong>of</strong> total common stock they represent:<br />

The <strong>BBVA</strong> Board <strong>of</strong> Directors, <strong>at</strong> its meeting on November 1, <strong>2010</strong>, under the deleg<strong>at</strong>ion conferred by the<br />

AGM held on March 13, 2009, agreed to a <strong>BBVA</strong> capital increase (including the right to pre-emptive<br />

subscription for former shareholders) th<strong>at</strong> was completed for a nominal amount <strong>of</strong> €364,040,190.36, with the<br />

issue and release into circul<strong>at</strong>ion <strong>of</strong> 742,939,164 new ordinary shares <strong>of</strong> the same class and series as the<br />

previously existing ones, with a par value <strong>of</strong> €0.49 each and represented through book-entry accounts. The<br />

subscription price <strong>of</strong> the new shares was €6.75 per share, <strong>of</strong> which forty-nine euro cents (€0.49)<br />

corresponded to the par value and six euros and twenty-six cents (€6.26) corresponded to the share<br />

premium (Note 28), therefore, the total effective amount <strong>of</strong> the common stock increase was €5,014,839,357.<br />

After the aforementioned capital increase, <strong>BBVA</strong>’s share capital amounts to €2,200,545,059.65, divided into<br />

4,490,908,285 fully subscribed and paid-up registered shares, all <strong>of</strong> the same class and series, <strong>at</strong> €0.49 par<br />

value each, represented through book-entry accounts.<br />

All <strong>BBVA</strong> shares carry the same voting and dividend rights and no single stockholder enjoys special voting<br />

rights. There are no shares th<strong>at</strong> do not represent an interest in the Bank’s common stock.<br />

<strong>BBVA</strong> shares are traded on the continuous market in Spain, as well as on the London and Mexico stock<br />

markets. American Depositary Shares (ADSs) traded on the New York Stock Exchange are also traded on<br />

the Lima Stock Exchange (Peru), under an exchange agreement between these two markets.<br />

Also, as <strong>of</strong> <strong>December</strong> <strong>31</strong>, <strong>2010</strong>, the shares <strong>of</strong> <strong>BBVA</strong> Banco Continental, S.A., Banco Provincial S.A., <strong>BBVA</strong><br />

Colombia, S.A., <strong>BBVA</strong> Chile, S.A., <strong>BBVA</strong> Banco Frances, S.A. and AFP Provida were listed on their<br />

respective local stock markets, the last two also being listed on the New York Stock Exchange. <strong>BBVA</strong> Banco<br />

13

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