Link Securities | In relation to the sale of TSB Banking Group plc and the proposed distribution of an extraordinary dividend conditional upon the closing of such sale, decisions which are subject to the Extraordinary General Shareholders’ Meetings called for 6 August 2025, the Spanish National Securities Market Commission has requested certain clarifications in relation to some aspects covered in the information made available by Banco Sabadell.
In this regard, the Catalan entity confirms the following:
a) The final price will be adjusted upwards or downwards (based on the initial price announced) depending on the evolution of the Net Tangible Book Value between the reference date for determining the initial price of TSB (31 March 2025) and the closing date of the transaction, as explained in the report of the Board of Directors made available to shareholders when the meeting was called.
b) There are no mechanisms for adjusting the sale price other than those included in the report of the Board of Directors.
c) The only conditions precedent to the completion of the sale of TSB are those described in the report of the Board of Directors.
d) There is no aspect of the sale agreement that could entail the assumption of obligations by BBVA in the event that its voluntary public takeover bid for the shares of Sabadell (OPA) currently in progress is successful.
e) There are no aspects of the sale agreement that grant different treatment in the event that the takeover bid is successful or unsuccessful other than those described in the report of the Board of Directors. The agreement is not otherwise adversely affected by a change of control of Sabadell. Specifically, the agreement stipulates that Sabadell may freely enter into (or continue) discussions or negotiations with any third party in relation to a change of control and, furthermore, as indicated in the report of the Board of Directors, the non-competition and non-solicitation restrictions shall not apply to BBVA or entities of its group in the event that BBVA’s takeover bid is successful.
f) No authorisation is required for the distribution of the extraordinary dividend referred to in the second of the General Meetings called. There are no other commitments or conditions of any kind to which the distribution of the dividend is subject other than those set out in the report of the Board of Directors, including its approval by Sabadell’s shareholders.
