Diapositiva 1

SIGNIFICANT EVENT
CaixaBank, S.A. (CaixaBank) hereby announces that today it entered into a swap agreement
(the Swap Agreement) with its controlling shareholder, Criteria Caixa, S.A.U. (Criteria) under
which:
(i)
(ii)
CaixaBank will transfer to Criteria all of the shares it owns in the following banking
entities:
-
Grupo Financiero Inbursa, S.A.B. de C.V. (GFI), representing 9.01% of GFI’s share
capital, and
-
The Bank of East Asia, Limited (BEA), representing 17.24% of BEA’s share capital;
and
Simultaneously, Criteria will transfer to CaixaBank:
-
shares in CaixaBank owned by Criteria, representing 9.9% of CaixaBank’s share
capital; and
-
a cash amount of 642 Million Euros.
The cash amount to be received by CaixaBank shall be reduced by the amount of BEA and GFI
dividends received by CaixaBank and increased by the amount of CaixaBank dividends that
Criteria receives (for the 9.9% of CaixaBank’s share capital referred to above) before the
closing date of the swap.
CaixaBank’s Board of Directors intends to propose to the next general shareholder meeting the
redemption of a quantity of treasury shares representing not less than the shares received
under the Swap Agreement (9.9%) and not more than 10% of CaixaBank share capital held by
CaixaBank as treasury shares at that point in time.
The shares of GFI, BEA and CaixaBank have been valued based on the weighted average price
by quotation volume of each of such shares during the last month prior to 2 December 2015
(inclusive) and applying the arithmetic mean of the Euro/ Hong Kong Dollar and the Euro/
Mexican Peso official exchange rates published by the European Central Bank during the last
month prior to the said date (inclusive). According to this methodology, GFI shares have been
valued at 1,102 million Euros (1.83 Euros per share), BEA shares have been valued at 1,549
million Euros (3.40 Euros per share) and CaixaBank shares have been valued at 2,009 million
Euros (3.48 Euros per share), with the difference in value of (642 million Euros), corresponding
to the cash payment that Criteria will make to CaixaBank; as mentioned above.
Since the Swap Agreement is a transaction with a related party, the provisions in the internal
protocol governing the relations between “la Caixa” Banking Foundation, Criteria’s parent
company, and CaixaBank as well as other corporate governance practices customary for
transactions of this type have been followed. To this end, CaixaBank’s Board of Directors, with
the abstention of the proprietary directors and Mr. Arthur K. C. Li (due to his condition of
director of BEA), appointed an ad hoc commission of independent directors (the Commission)
to assess the suitability of the transaction. For this purpose, the Commission designated the
investment banks Citi and UBS as financial advisers to evaluate the transaction and to each
issue a fairness opinion, as well as the law firm Clifford Chance as legal adviser. The
Commission has prepared a report addressed to CaixaBank’s Audit and Control Committee
analysing the transaction in its entirity, which the Audit and Control Committee has assumed
as its own and has issued a favourable opinion on the transaction to CaixaBank’s Board of
Directors. Accordingly, CaixaBank’s Board of Directors, with the absence in the deliberations
and vote of the proprietary directors and Mr. Arthur K. C. Li (due to his condition of director of
BEA), has approved the subscription of the Swap Agreement. The Board of Trustees of “la
Caixa” Banking Foundation and Criteria’s Board of Directors have also approved the
subscription of the Swap Agreement.
Citi and UBS have each issued a fairness opinion concluding that the consideration that
CaixaBank will receive under the Swap Agreement, taking into account what CaixaBank will
transfer in exchange to Criteria, is fair from a financial point of view.
After the acquisition of the treasury shares from Criteria, the net assets of CaixaBank will
decrease by 2,009 million Euros. This decrease in net assets will not imply a decrease of the
CET1 fully loaded ratio, which would increase up to 11.7% (pro-forma Q3 2015) due to the
release of regulatory capital resulting from the transfer of the shares in GFI and BEA.
With this transaction, CaixaBank reduces the capital consumption for its non-controlled equity
stakes down to 8.1% of total capital, achieving, one year ahead of schedule, one of the goals of
its 2015-2018 Strategic Plan, which consisted in reducing such weight to below 10% before the
end of 2016. The transaction is not expected to have a material impact on the P&L
Closing of the swap is subject to: (i) the amendment of the current shareholder agreements
subscribed by CaixaBank in connection with its stakes in BEA and GFI in order for Criteria to
subrogate into such agreements and for CaixaBank to continue being the preferred banking
partner of BEA and GFI; (ii) the obtention of all of the regulatory authorisations required in
Hong Kong and Mexico; (iii) the approval of GFI’s Board of Directors for the acquisition of GFI
shares by Criteria and (iv) the authorisation of the European Central Bank for the acquisition of
CaixaBank shares and for the expected proposal of its Board of Directors to the next general
shareholder meeting for their subsequent redemption.
It is estimated that closing of the swap will take place during the first quarter of 2016.
Additional information on the transaction is attached as an annex to this Significant Event.
Barcelona, on the 3rd of December, 2015
Disposal of non-controlled stakes: BEA and GFI
3rd of December, 2015
Transaction details
 Asset swap agreement between CaixaBank and Criteria Caixa; in which CaixaBank:
o
swaps 9.0% stake in GF Inbursa and 17.2% stake in BEA totalling €2,651M at fair value1
o
in exchange for €2,009 M in CaixaBank shares (9.9% of CABK) + €642 M in cash from Criteria
 The Board of Directors intends to propose redemption of the treasury shares received in the swap settlement to the next
AGM
 Closing of asset swap expected by 1Q16; treasury share redemption expected by 2Q16
Agreed transaction
9.0%
9.9%
(1)
17.2%
€ 642 M
Fair value established according to 1 month VWAP of GFI, BEA and CABK and 1 month average of daily ECB currency fixings, using 2nd December 2015 as the reference date
2
Transaction rationale
Delivering on a key commitment of the 2015-18 Strategic Plan well ahead of schedule
 Capital consumption of non-controlled stakes reduced to c.8% (€1.7 Bn) thus fulfilling strategic commitment of <10%
ahead of 2016 deadline
 FL CET1 ratio maintained within 11-12% target: capital released from the sale to be neutralised by expected share
redemption1
Capital allocated to non-controlled stakes, as % of total capital charge2
Strategic Plan 2015-18
~24%
June 2011
(1)
(2)
~16%
2014
<10%
Ambition 2016
8%
Sep-15 PF post- transaction
Board of Directors intends to propose redemption of the treasury shares received in the swap settlement to the next AGM
Capital allocation defined as the capital consumption of the investment portfolio over total capital charge
3
Transaction rationale
Results in a purer play institution with more predictable earnings
 TBVPS accretive (+3%)
 EPS neutral from 2016e1
Positive financial
impact
 Treasury share redemption2 neutralises EPS impact while fulfilling commitment to keep CET1
ratio within the 11-12% target range
 Solvency metrics improved due to regulatory capital release: PF Q3 FL CET1 at 11.7%
 Provides increased exposure to CABK equity story as the leading retail bancassurer in Spain
 Focus on banking presence in the Eurozone
A step in the
right direction
with low
execution risk
 Reduces volatility of earnings and valuation reserves related to non-controlled stakes
 Increases CABK free-float by c. 5 pp as Criteria stake falls from 56.8%3 to 52% (54.0%3 to 48.9%
fully diluted4)
 Sale of stakes to Criteria eliminates execution risk and market impacts
 Allows CaixaBank to continue strategic relationship and commercial cooperation with both GFI
and BEA without capital consumption
(1)
(2)
(3)
(4)
Based on BBG consensus as of December 2nd 2015
Board of Directors intends to propose redemption of the treasury shares received in the swap settlement to the next AGM
As of December 2nd 2015
Fully diluted stake in 2017 (related to the November 2017 €750M Criteria exchangeable into CaixaBank shares)
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Financial impacts
Details of financial impacts
Sep-15
Sep-15 PF post
transaction
Capital consumption of the stakes
>16%
8%
CET1 FL
11.6%
11.7%
Total capital FL
14.8%
14.9%
CET1 phased-in
12.8%
12.2%
Tangible book value per share
€3.54
€3.65
Book value per share
€4.40
€4.41
Solvency
Balance
sheet
 No impact expected in 2015
 EPS neutral: revenue-loss of €205 M in 2016e and €225 M in 2017e offset by
Profitability
expected reduction in share count1
 Higher quality earnings in a more “pure play” institution with increased focus on
core/strategic business
(1)
Based on pro-rata share of the BEA and GFI BBG consensus earnings for 2016 and 2017 as of 2nd Dec. 2015
5
Timeline and approvals
Timeline and required approvals
Expected calendar
Dec’15
Transaction agreement
Amendment of agreements related to
BEA/GFI1
1Q16
Regulatory and other approvals
Closing and registration of
the asset swap transaction
2Q16
AGM vote for proposed treasury share
redemption

Required regulatory and other approvals
BEA share transaction: Mandatory
Provident Fund Scheme Authority
GFI share transaction: Secretaría
de Hacienda y Crédito Público
(SHCP) of the Mexican
Government; Mexican
Competition Authority; GFI Board
of Directors
Treasury share acquisition and
later redemption: ECB
Treasury share redemption
(1)
Amendment of current agreements related to GFI and BEA in order for Criteria to assume the shareholder role and CaixaBank to continue as banking partner
6