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Please be advised that BANCO COMERCIAL PORTUGUES S.A. ("BCP") is offering to exchange up to a maximum aggregate principal amount ("p.a") of EUR 500'000' 000 in respect of its Series C Preference Shares and Series D Preference Shares combined.
Ratio : for each 1'000 p.a. of C Preference Shares exchanged, shareholders will receive EUR 600 p.a. of either:
a) newly issued fixed rate 9.25% senior notes due 12 October 2014 (ISIN to be determined), or
b) newly issued fixed rate 13% subordinated notes due 12 October 2021 (ISIN to be determined).
The allotment instruments will be issued in minimum denominations of EUR 50'000 and integral multiples of EUR 100 thereafter. Therefore, a minimum p.a. of EUR 83'400 is necessary to participate in the exchange offer.
Hence, shareholders holding a p.a. below that limit ("ineligible shareholders") have the alternative to receive an amount, in cash, equal to the application of the above exchange ratio to the p.a. of their C Preference Shares.
Remarks:
- Both new notes will be issued at a price of 100%.
- Fractional portion of new notes will be paid in cash.
- If more than the maximum aggregate amount of Series C and Series D combined are offered for exchange, BCP will allocate new notes on a prorata basis.
- Accrued and unpaid interest will be paid up to, but excluding the settlement date (12.10.2011).
- Securities presented to the offer will be blocked and no deal will be allowed until the exchange.
Please make your selection and notify your Relationship Manager by the deadline set out below.
( ) Option 1 : Accept the offer, present my C Preference Shares and receive in exchange 9.25% senior notes due 2014
(Please tender a minimum p.a. of EUR 83'400 and in integral multiples of EUR 100 thereafter)
( ) Option 2 : Accept the offer, present my C Preference Shares and receive in exchange 13% subordinated notes due 2021
(Please tender a minimum p.a. of EUR 83'400 and in integral multiples of EUR 100 thereafter)
( ) Option 3 : Accept the offer as an ineligible holder and tender my C Preference Shares for cash
( ) Option 4 : Take no action
Be advised that without any answer from you by 28.09.2011, 14:00 (Geneva time), we will apply option 4 "Take no action".