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Purpose of the offer
Catalunya banc, s.a. Invites holders of the outstanding
Asset-backed securities totender such abs for purchase by the
Offeror for cash at prices to be determined pursuant to modified
Dutch auctions.
Purchase price
The purchase price will be determined by a modified dutch auction
(a bidding process). As a noteholder you need to send a bid price
To euroclear bank, for the competitive offer
. For the competitive offer:
You need to send a bid price greater than the relevant minimum
Purchase price for the relevant abs. Bid prices for the abs may
Only be specified in increment of 0.25 per cent. Above the
Minimum purchase prices, being the ’minimum increment amount’
Minimum purchase price
72 per cent
For the non-competitive offer:
Send an instruction without specifying a bid price
The agent will consider any instruction submitted without
Featuring a bid price, or with a price equal to the minimum
Purchase price as part of the non-competitive offer
Accrued and unpaid interest
Accrued and unpaid interest will be paid up to, but not
Including, the settlement date
Minimum exercise amount
You need to tender in a minimum denomination of eur 73,617.69 and
In multiples of eur 73,617.69 in excess thereof, in order to
Validly submit an instruction for the modified dutch auction
Minimum aggregate offer acceptance amount
The modified dutch auction is not conditional on a minimum
Aggregate amount of securities being tendered.
Maximum aggregate offer acceptance amount
The issuer is offering to purchase up to eur 900,000,000
Aggregate amount of its outstanding securities (the ’target
Principal amount’) for both the covered bonds and the abs taken
Together
Each series acceptance amount will be determined by the offeror,
In its sole discretion, as soon as reasonably practicable on 13
February 2012
Proration
If the aggregate principal amount outstanding of abs of the series
Validly tendered pursuant to non-competitive tender instructions
Is greater than the relevant series acceptance amount, the offeror
Intends to accept such abs for purhcase on a pro rata basis such
That the aggregate original principal amount of such abs accepted
For purchase is no greater than such series acceptance amount
In such circumstances, the purchase price for such series will be
The minimum purchase price for such series, and the offeror will
Not accept for purchase any abs tendered pursuant to competitive
Tender instructions
Poolfactor
The outstanding amount of the securities including previous
Partial reimbursements, are taken into account when calculating
The proceeds
For the calculation of the outstanding amount, see event number
’6414253
Market timetable
Market expiry date: 10/02/2012 at 5:00 pm cet
Market withdrawal date: instructions are irrevocable
Announcement of results: as soon as reasonably practicable on
13/02/2012
Expected late settlement date: 16/02/2012
Withdrawal rights
Instructions for the modified dutch auction are irrevocable,
Except in the limited circumstances described in the tender offer
Memorandum
Conditions
Refer to the tender offer documentation for the conditions of
This tender offer
Restrictions
Certain restrictions apply at beneficial owner level for the
Following countries:
United states, italy, united kingdom, belgium, france, spain,
Portugal, ireland
Further restrictions may apply. Refer to the offer documentation
For the restrictions of this tender offer
Tender agent
Lucid issuer services limited
Leroy house
436 essex road
London n1 3qp
United kingdom
Tel: +44 (0) 20 7704 0880
Fax: +44 (0) 20 7067 9098
Email: www.catalunya(at)lucid-is.com
Attention: david shilson / sunjeeve patel
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