Obbligazione CaixaBank 0% ( XS0195376925 ) in EUR

Emittente CaixaBank
Prezzo di mercato 100 EUR  ▼ 
Paese  Spagna
Codice isin  XS0195376925 ( in EUR )
Tasso d'interesse 0%
Scadenza perpetue - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Caixabank XS0195376925 in EUR 0%, scaduta


Importo minimo 1 000 EUR
Importo totale 250 000 000 EUR
Descrizione dettagliata CaixaBank è una delle più grandi banche spagnole, risultante dalla fusione tra Caixa d'Estalvis i Pensions de Barcelona e Bankia.

The Obbligazione issued by CaixaBank ( Spain ) , in EUR, with the ISIN code XS0195376925, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue







Caixa Geral Finance Limited
(incorporated with limited liability under the laws of the Cayman Islands)
A250,000,000 Perpetual Non-cumulative Guaranteed
Preference Shares
guaranteed on a subordinated basis to the extent set forth herein by
Caixa Geral de Depo´sitos, S.A.
acting through its France branch
(incorporated with limited liability under the laws of Portugal)
Issue Price: Euro 1,000 per Preference Share
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning as given to them in
the ``Description of the Preference Shares'' (the ``Articles'').
The A250,000,000 Perpetual Non-cumulative Guaranteed Preference Shares each with a par value and a liquidation
preference of EUR 1,000 (the ``Preference Shares'') are proposed to be issued by Caixa Geral Finance Limited (the
``Issuer'') on 28 June 2004 (the ``Closing Date''). The payment of dividends and payments on liquidation of the Issuer
or on redemption with respect to the Preference Shares are guaranteed on a subordinated basis by Caixa Geral de
Depo´sitos, S.A., (the ``Bank''), acting through its France branch to the extent described in ``The Subordinated
Guarantee''.
The Preference Shares will entitle Holders to receive (subject to the limitations described in ``Description of the
Preference Shares'') non-cumulative preferential cash dividends, when and if declared by the Directors of the Issuer,
quarterly in arrear on 28 March, 28 June, 28 September and 28 December in each year, commencing on 28 September
2004. In relation to a Dividend Period commencing on the Closing Date or any Dividend Date prior to but excluding
28 June 2014, (the ``First Call Date''), the rate of Dividend shall be 0.80 per cent. per annum above Three Month
EURIBOR. In relation to a Dividend Period commencing on the First Call Date or any Dividend Payment Date
thereafter, the rate of Dividend shall be 1.80 per cent. per annum above Three Month EURIBOR.
The Preference Shares are perpetual securities and have no fixed redemption date. However, the Preference Shares may
be redeemed at the option of the Issuer in whole or in part on the First Call Date and on any Dividend Payment Date
thereafter and at any time upon the occurrence of a Tax Event or Capital Disqualification Event. Such redemption is
subject to the consent of the Bank and the Bank of Portugal.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Issuer, Holders of Preference
Shares will be entitled to receive for each Preference Share a liquidation preference of EUR 1,000 plus accrued and
unpaid Dividends for the then current applicable Dividend Period to the date of payment, subject to the limitations
described in ``Description of the Preference Shares ­ Liquidation Distributions''.
The Preference Shares are expected to be rated ``A2'' by Moody's Investors Service Inc., ``A-'' by Standard & Poor's
Rating Service and ``A+'' by Fitch Ratings Ltd. A credit rating is not a recommendation to buy, sell or hold securities
and may be subject to revision, suspension or withdrawal at any time by the relevant rating organisation.
Application has been made to list the Preference Shares on the Luxembourg Stock Exchange.
See ``Investment Considerations'' for a discussion of certain factors that should be considered by prospective investors.
The Preference Shares will be represented on issue by a single global certificate in registered form (the
``Global Certificate''). The Global Certificate will be registered in the name of Citibank, N.A. as a nominee for, and will
be deposited with, a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear system
(``Euroclear'') and Clearstream Banking, socie´te´ anonyme (``Clearstream, Luxembourg'') on or around the Closing Date.
Merrill Lynch International
Caixa-Banco de Investimento, S.A.
The date of this Offering Circular is 25 June 2004


The Issuer confirms, after having made all reasonable inquiries, that this Offering Circular contains
all information with regard to the Issuer and the Preference Shares which is material to the issue of the
Preference Shares, that such information is true and accurate in all material respects and is not
misleading in any material respect, that the opinions and intentions expressed in this Offering Circular on
the part of the Issuer are honestly held and that there are no other facts the omission of which makes
any such information, or the expression of any such opinion or intention, misleading in any material
respect. The Issuer accepts responsibility accordingly.
The Bank confirms, after having made all reasonable inquiries that this Offering Circular contains
all information with regard to the Issuer, the Bank and the Preference Shares which is material to the
issue of the Preference Shares, that the information contained in this Offering Circular is true and
accurate in all material respects and is not misleading in any material respect, that the opinions and
intentions expressed in this Offering Circular are honestly held and that there are no other facts the
omission of which makes this Offering Circular as a whole, or any such information, or the expression of
any such opinion or intention, misleading in any material respect. The Bank accepts responsibility
accordingly.
Merrill Lynch International and Caixa-Banco de Investimento, S.A. (the ``Managers'') have not
separately verified the information contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as
to the accuracy or completeness of the information contained in this Offering Circular or any other
information provided by the Issuer or the Bank in connection with the Preference Shares or their
distribution.
No person has been authorised to give any information or to make any representation other than
those contained in this Offering Circular and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer, the Bank or the Managers. Neither the
delivery of this Offering Circular nor any subscription, sale or purchase made in connection herewith
shall, in any circumstances, create any implication that there has been no change in the affairs of the
Issuer or the Bank since the date hereof.
Prospective investors should inform themselves as to the legal requirements and tax consequences
within the countries of their residence and domicile for the acquisition, holding or disposition of
Preference Shares and any foreign exchange restrictions that might be relevant to them. This Offering
Circular does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Bank or the
Managers to subscribe for or purchase any of the Preference Shares.
Investors should satisfy themselves that they understand all the risks associated with making
investments in the nature of the Preference Shares. If a prospective investor is in any doubt whatsoever
as to the risks involved in investing in the Preference Shares, he should consult his or her professional
advisers.
The distribution of this Offering Circular and the offering of the Preference Shares in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer, the Bank and the Managers to inform themselves about, and to observe, any such
restrictions.
No action has been taken as a matter of the laws of any jurisdiction to permit the public offering
of the Preference Shares in any jurisdiction. Accordingly, the Preference Shares may not be offered or
sold, directly or indirectly and this Offering Circular may not be distributed in any jurisdiction, except in
accordance with the legal requirements applicable in that jurisdiction. In particular, the Preference Shares
have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the ``Securities Act''). Subject to certain exceptions, the Preference Shares may not be offered, sold or
delivered within the United States or to U.S. persons. A further description of certain restrictions on the
offering and sale of the Preference Shares and on the distribution of this Offering Circular is given under
``Subscription and Sale'' below.
The Preference Shares are only suitable for financially sophisticated investors who are capable of
evaluating the risks involved in investing in the Preference Shares.
Unless otherwise specified or the contact requires, references to ``A'', ``euro'' and ``EUR'' are to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to
2


the EC Treaty, as amended from time to time. References to ``U.S.$'', ``USD'' and ``U.S. dollars'' are to
the lawful currency of the United States of America.
References to ``bn'' and to a ``billion'' are to a thousand million. Reference to ``mn'' are to a
million. References to ``b.p.'' are to basis points.
This Offering Circular may only be used for the purpose for which it has been published.
IN CONNECTION WITH THIS ISSUE, MERRILL LYNCH INTERNATIONAL OR ANY
PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE MARKET PRICE OF THE PREFERENCE SHARES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD.
HOWEVER THERE MAY BE NO OBLIGATION ON MERRILL LYNCH INTERNATIONAL OR
ANY PERSON ACTING FOR IT TO DO THIS. SUCH STABILISING, IF COMMENCED, WILL
BE IN COMPLIANCE WITH ALL RELEVANT LAWS AND REGULATIONS, MAY BE
DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED
PERIOD.
3


TABLE OF CONTENTS
Documents Incorporated by Reference .............................................................................................
5
Summary ............................................................................................................................................
6
Investment Considerations.................................................................................................................
13
Description of the Preference Shares .................................................................................................
14
Subordinated Guarantee ....................................................................................................................
27
Use of Proceeds..................................................................................................................................
35
Business Description of the Group....................................................................................................
36
Description of the Issuer....................................................................................................................
68
Description of Caixa Geral de Depo´sitos, France Branch ................................................................
70
The Portuguese Banking System........................................................................................................
71
Taxation .............................................................................................................................................
74
Subscription and Sale.........................................................................................................................
75
General Information ..........................................................................................................................
77
4


DOCUMENTS INCORPORATED BY REFERENCE
The annual reports of the Bank for the years ended 31 December 2002 and 2003 are
incorporated by reference in this Offering Circular. Copies of these annual reports and financial
statements are available free of charge at the specified office of the Paying and Transfer Agent in
Luxembourg for the time being as described in ``General Information'' below.
5


SUMMARY
The following summary is qualified in its entirety by the more detailed information and financial
statements included elsewhere in this Offering Circular. Capitalised terms used but not defined in this
summary shall bear the respective meanings ascribed to them under ``Description of the Preference
Shares'' below. Prospective investors should also consider carefully, amongst other things, the factors set
out under ``Investment Considerations'' below.
Issuer:
Caixa Geral Finance Limited a wholly owned direct subsidiary of
the Bank, incorporated as an Exempted Company under the
Companies Law of the Cayman Islands on 10 March 2004.
Guarantor:
Caixa Geral de Depo´sitos, S.A., acting through its France branch.
Issue Size:
EUR 250,000,000
Preference Shares:
EUR 250,000,000 per cent. Perpetual Non-cumulative Guaranteed
Preference Shares, each with a par value and a liquidation
preference of EUR 1,000 (the ``Liquidation Preference'').
Use of Proceeds:
The proceeds of the issue of the Preference Shares will be used by
the
Issuer
to
subscribe
for
a
Subordinated
Deposit
(the
``Subordinated Deposit'') issued by the Bank. The proceeds of the
issue will augment the Bank's Tier 1 Capital on a consolidated basis.
Dividends:
Dividends on the Preference Shares will be paid by the Issuer out of
funds legally available therefor if and when declared by the
Directors of the Issuer, subject to certain limitations (see
``Restrictions on Payments'' below).
For each Dividend Period before 28 June 2014, (the ``First Call
Date''), Dividends will be payable at a variable rate per annum of
0.80% per annum above three-month EURIBOR.
For each Dividend Period after the First Call Date, Dividends will
be payable at a variable rate per annum of 1.80% per annum above
three-month EURIBOR.
Dividend Payment Dates:
Dividend payments on the Preference Shares will be payable, if and
when declared by the Directors of the Issuer, quarterly in arrear on
28 March, 28 June, 28 September and 28 December of each year
commencing on 28 September 2004.
Subordinated Guarantee:
The Bank will unconditionally guarantee payments on the
Preference Shares in respect of declared Dividends, payments on
liquidation of the Issuer, amounts on redemption and any
additional amounts on the Preference Shares.
Subject to applicable law, the Subordinated Guarantee will rank:
*
junior to all liabilities of the Bank other than any liability
expressed to rank pari passu with or junior to the
Subordinated Guarantee (the ``Senior Creditors'');
*
pari passu with any Liquidation Parity Obligations of the
Bank (as defined below); and
*
senior to Junior Obligations.
``Junior Obligations'' means (i) ordinary shares of the Bank, (ii) each
class of preferred or preference shares or similar securities of the
Bank that ranks junior to the most senior ranking preferred or
preference shares or similar securities of the Bank and (iii) any
preference share or preferred security of a Subsidiary or the Issuer
(other than the Preference Shares) entitled to the benefit of a
guarantee or support agreement or similar undertaking of the Bank
6


that ranks junior to the Subordinated Guarantee or any such
guarantees or support agreements or similar undertakings of the
Bank.
The Subordinated Guarantee is intended to provide for dividend,
redemption and liquidation rights equivalent to those which would
attach to the Preference Shares had they been issued directly by the
Bank.
The Bank will undertake in the Subordinated Guarantee that it will
not issue any preferred or preference shares ranking senior to its
obligations under the Subordinated Guarantee or give any
guarantee in respect of any preferred or preference shares issued
by any Subsidiary if such guarantee would rank senior to the
Subordinated
Guarantee
(including,
without
limitation,
any
guarantee that would provide a priority of payment with respect
to Distributable Funds) unless, in each case the Subordinated
Guarantee is changed to give the Holders such rights and
entitlements as are contained in or attached to such other
guarantee so that the Subordinated Guarantee ranks pari passu
with, and contains substantially equivalent rights or priority as to
payment of Distributable Funds, as any such preferred or
preference shares or other guarantee.
The Bank's obligations under the Subordinated Guarantee may be
further limited by the availability of Distributable Funds (as defined
below).
The Guarantor will, inter alia, undertake in the Subordinated
Guarantee that in the event that any Dividend is not paid in full to
the holders of the Preference Shares, the Guarantor will not:
(a)
declare or pay any distribution or dividend and, where
applicable, will procure that no distribution or dividend is
declared or paid on any Junior Obligations, until after the
fourth consecutive following Dividend Payment Date on
which a Dividend is paid in full;
(b)
(if permitted) repurchase or redeem Parity Obligations or
Junior Obligations until after the fourth consecutive following
Dividend Payment Date on which a Dividend is paid in full.
Restrictions on Payments:
Provided that the following Restrictions on Payments do not apply,
Dividends on the Preference Shares will be payable by the Issuer.
Neither the Issuer nor the Bank under the Subordinated Guarantee
will be obligated to make any payment in respect of Dividends:
(a)
to the extent that such payment, together with the amount of:
*
any Dividends (including Additional Amounts in respect
thereof) previously paid by the Issuer in respect of the
Preference Shares in the then current Dividend Period;
*
any payments made by the Bank in respect of such
Dividends (including Additional Amounts in respect
thereof) in the then current fiscal year;
*
any dividends previously paid on any preferred or
preference shares of the Bank ranking pari passu as
regards
participation
in
profits
with
the
Bank's
obligations under the Subordinated Guarantee in the
then current fiscal year;
7


*
any dividends proposed to be paid on any preferred or
preference shares of the Bank ranking pari passu as
regards
participation
in
profits
with
the
Bank's
obligations under the Subordinated Guarantee in the
then current Dividend Period;
*
any dividends previously paid on or guaranteed
payments in respect of all other preferred or preference
shares of the Issuer or any other subsidiary of the Bank
entitled to the benefit of any guarantee ranking pari
passu as regards participation in profits with the Bank's
obligations under the Subordinated Guarantee in the
then current fiscal year; and
*
any dividends proposed to be paid on or guaranteed
payments proposed to be made in respect of all other
preferred or preference shares of the Issuer or any other
subsidiary of the Bank entitled to the benefit of any
guarantee ranking pari passu as regards participation in
profits
with
the
Bank's
obligations
under
the
Subordinated Guarantee in the then current Dividend
Period;
would exceed Distributable Funds (as defined below) in
relation to the Bank; and
(b)
even if Distributable Funds are sufficient, if the Issuer has
been notified that in the judgement of the Board of Directors
of the Bank after consultation with the Bank of Portugal, such
payment would breach or cause a breach by the Bank of the
Capital Adequacy Regulations.
For the avoidance of doubt, the payment of Dividends by the Issuer
is at the discretion of the Directors of the Issuer and subject to the
requirements of Cayman Islands law.
In the event that the payments described above cannot be made in
full by reason of any such limitation, such payments will be made
pro rata in the proportion that the amount available for payment
bears to the full amount that would have been payable but for such
limitation.
``Distributable Funds'' means in respect of each fiscal year of the
Bank, the aggregate amount, as calculated as of the end of the
immediately preceding fiscal year, of accumulated retained earnings
and any other reserves and surpluses available for distribution as
cash dividends to holders of the ordinary share capital of the Bank
under the companies laws of Portugal before deduction of the
amount of any dividend or other distribution declared on the Bank's
ordinary capital in respect of such prior fiscal year; increased or
decreased by the amount of any profit or loss from such prior fiscal
year net of any amounts which are required to be transferred to
legal or other restricted reserves and net of any distribution of
bonuses pursuant to the Bank's statutes to employees and directors
or funds distributed to their pension fund approved at the annual
general meeting of shareholders that approves the accounts in
respect of such prior fiscal year.
8


Dividends non-cumulative:
If the Directors of the Issuer do not declare a Dividend payable on a
Dividend Payment Date, the entitlement of the holders of the
Preference Shares to such Dividend shall lapse. Accordingly no
payment will need to be made at any time by the Issuer or the Bank
in respect of any such missed payment.
Withholding Tax and Additional
Subject to customary exceptions, the Issuer will pay any additional
Amounts:
amounts as may be necessary for the net amounts received by the
holders of the Preference Shares, after deduction of any Cayman
Islands, Portuguese, French or UK withholding taxes, to equal the
amount the Issuer is otherwise required to pay. Pursuant to the
Subordinated Guarantee, the Bank will pay any additional amounts
not paid by Issuer. The Bank will also pay any additional amounts
necessary for the net amounts received by holders, after deduction
of any Portuguese, French or UK withholding taxes, to equal the
amount it is otherwise required to pay under the Subordinated
Guarantee.
The obligations of the Issuer and of the Bank to pay any such
additional amounts will be subject to limitations as described in
``Restrictions on Payments''.
No Fixed Maturity:
The Preference Shares are perpetual securities and not subject to
any mandatory redemption provisions and may only be redeemed in
the circumstances described below.
Optional Redemption:
The Issuer may redeem any or all the Preference Shares on 28 June
2014 (the ``First Call Date'') or on any Dividend Payment Date
thereafter at a redemption price of EUR 1,000 plus an amount equal
to any accrued and unpaid dividend in respect of the most recent
Dividend Period, whether or not declared up to the date of
redemption and any Additional Amounts (the ``Redemption
Price''). Furthermore, the Issuer may also redeem the Preference
Shares, in whole, but not in part, at any time upon the occurrence of
a Tax Event (as defined below) or Capital Disqualification Event (as
defined below).
Any such redemption will be subject to the prior consent of the
Bank and the Bank of Portugal and subject to the requirements of
Cayman Islands law.
Tax Event Redemption:
If at any time a Tax Event occurs and is continuing, the effect of
which cannot be avoided by the Issuer or the Bank taking
reasonable measures available to it, the Preference Shares are
redeemable in whole, but not in part, at the option of Issuer (subject
to Cayman Islands law) at the Redemption Price.
Any such redemption will be subject to the prior consent of the
Bank and the Bank of Portugal.
As used herein, ``Tax Event'' means that, as a result of a change in
any law or regulation of Portugal, the Cayman Islands, France or
the UK, or in any treaty to which Portugal, the Cayman Islands,
France or the UK is a party, or in the official interpretation or
application of any law, regulation or treaty by any relevant body in
Portugal, the Cayman Islands, France or the UK:
(a)
payments to Holders would be subject to deduction or to
withholding tax or would give rise to any obligation of the
Issuer or the Bank to account for any tax in the Cayman
Islands, Portugal, France or the UK; or
9


(b)
the Bank would be unable for reasons outside its control to
procure payment by the Issuer and in making payments under
the Subordinated Guarantee, such payments by the Bank
would be subject to deduction or to withholding tax in
Portugal, France or the UK; or
(c)
the Issuer or the Bank would be subject to more than a de
minimis amount of tax in respect of the Preference Shares or
the Subordinated Guarantee in the Cayman Islands, France or
Portugal; or
(d)
the Bank would not obtain relief for the purposes of
Portuguese corporation tax for any payment of interest on
any inter-company lending of the proceeds of the Preference
Shares.
Capital Disqualification Event
If at any time a Capital Disqualification Event has occurred and is
Redemption:
continuing, the Preference Shares are redeemable at any time in
whole, but not in part, at the option of Issuer at the Redemption
Price.
Any such redemption will be subject to the prior consent of the
Bank and the Bank of Portugal and subject to Cayman Islands law.
As used herein, ``Capital Disqualification Event'' means a change in
any applicable law or regulation, or in the official interpretation or
application thereof, as a result of which, for the purposes of the
Bank of Portugal's capital adequacy requirements applicable to
Portuguese banks at that time, the Preference Shares will no longer
qualify for inclusion in the Tier 1 Capital of the Bank on a
consolidated basis.
Liquidation Distributions:
The Bank has undertaken in the Subordinated Guarantee that, so
long as any of the Preference Shares are outstanding, it will not
permit or cause the liquidation, dissolution or winding up of the
Issuer unless the Bank of Portugal has so approved or the Bank
itself is in liquidation.
If the Issuer is voluntarily or involuntarily liquidated, dissolved or
wound up, the holders of Preference Shares then outstanding will be
entitled to receive an amount equal to the total of the Liquidation
Preference plus accrued and unpaid Dividends (whether or not
declared) for the then current Dividend Period to but excluding the
date of payment and any Additional Amounts. Any such payment
will be made:
*
out of the assets of Issuer which are available to be distributed
to shareholders;
*
before any assets are distributed to holders of Issuer's ordinary
shares or any other class of its shares ranking junior to the
Preference Shares as to participation in its assets; and
*
together with the holders of any other Liquidation Parity
Obligations.
The amount the holders of the Preference Shares would be entitled
to receive as described above is referred to as the Liquidation
Distribution. However, even if sufficient assets of Issuer are
available to pay the Liquidation Distribution as described above,
if proceedings are pending or commenced to voluntarily or
10