SECOND SUPPLEMENT
(dated 23 January 2013)
to the
BASE PROSPECTUS
(dated 4 October 2012)
As supplemented by the first supplement to the Base Prospectus dated 2 November 2012
BANIF – BANCO INTERNACIONAL DO
FUNCHAL, S.A.
(incorporated with limited liability in Portugal)
BANIF FINANCE, LTD.
(incorporated with limited liability in the Cayman Islands)
EUR 2,500,000,000
Euro Medium Term Note Programme
This supplement dated 23 January 2013 (the “Second Supplement”) to the Base Prospectus dated 4
October 2012, as supplemented by the first supplement to the Base Prospectus dated 2 November 2012
(the “Base Prospectus”), constitutes a supplement to the Base Prospectus, in the meaning of article 16
of Directive 2003/71/EC, as amended, prepared in connection with the Euro Medium Term Note
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Programme (the “Programme”) established by Banif – Banco Internacional do Funchal, S.A. and Banif
Finance, Ltd. (the “Issuers”, fully identified in the Base Prospectus).
Terms defined in the Base Prospectus have the same meaning when used in this Second Supplement.
Banif – Banco Internacional do Funchal, S.A., with head office at Rua de João Tavira, no. 30, 9004-509
Funchal, Portugal, the members of its Board of Directors, the members of its Audit Board and its
Statutory Auditor, and Banif Finance, Ltd., with head office at the offices of Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and the members of
its Board of Directors (see Boards and Officers of Banif), have taken all reasonable care to ensure that
the information contained in the Base Prospectus, as supplemented by this Second Supplement, is, to the
best of their knowledge, in accordance with the facts and contains no omission likely to affect its import
and accepts responsibility accordingly.
This Second Supplement is supplemental to, and should be read in conjunction with, the Base
Prospectus. To the extent that there is any inconsistency between any statement in this Second
Supplement and any other statement in or incorporated by reference in the Base Prospectus, the
statements in this Second Supplement will prevail.
Save as disclosed in this Second Supplement, no other significant new factor, material mistake or
inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case
may be, since the last date on which the Base Prospectus has been supplemented.
Investors in an existing offer of Notes who have already agreed to purchase or subscribe for Notes before
this Second Supplement is published have the right, exercisable until 25 January 2013, which is two
working days after the publication of this Second Supplement, to withdraw their acceptances.
This Second Supplement is available for viewing in the following websites:
 Website of the issuer: www.banif.pt;
 Website of the Luxembourg Stock Exchange: www.bourse.lu.
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I.
GENERAL AMENDMENTS
1.
This Second Supplement dated 23 January 2013 shall be referred to together with the Base
Prospectus.
II.
COVER PAGE
2.
The cover page, third paragraph shall be amended and replaced by the following:
“Banif has been assigned a long-term debt rating of B2 with a under review outlook from
Moody’s Investors Service España S.A. (“Moody’s”) and BB with a negative outlook from Fitch
Ratings España S.A.U. (“Fitch”). Notes issued under the Programme have been rated (P)B2
(senior unsecured notes) and P(Not Prime) (short-term notes) by Moody’s and BB (long-term
senior notes) and B (short-term senior notes) by Fitch, respectively. Each of Moody’s and Fitch is
established in the European Economic Area (“EEA”) and registered under Regulation (EC) No
1060/2009, as amended (the “CRA Regulation”) and are, as of the date of this Base Prospectus,
included in the list of credit rating agencies published by the European Securities and Markets
Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation. In general, European regulated investors are restricted from
using a rating for regulatory purposes if such rating is not issued by a credit rating agency
established in the EEA and registered under the CRA Regulation unless (1) the rating is provided
by a credit rating agency not established in the EEA but is endorsed by a credit rating agency
established in the EEA and registered under the CRA Regulation or (2) the rating is provided by a
credit rating agency not established in the EEA which is certified under the CRA Regulation.
According to Moody’s rating system, obligations rated B are considered speculative and are
subject to high credit risk and the modifier 1 indicates that the obligation ranks in the higher end
of its generic rating category. According to Fitch’s rating system, “BB” ratings indicate an
elevated vulnerability to default risk, particularly in the event of adverse changes in business or
economic conditions over time, but business or financial flexibility exists which supports the
servicing of financial commitments and “B” ratings indicate that material default risk is present,
but a limited margin of safety remains and that financial commitments are currently being met yet
capacity for continued payment is vulnerable to deterioration in the business and economic
environment.”
III.
SUMMARY
3.
On page 7 and following of the Base Prospectus, the text pertaining to the elements “B.5 The
Group”, “B.13 Recent Events”, “B.15 The Issuer’s Principal Activities”, “B.16 Controlling
Persons” and “B.17 Ratings assigned to the Issuers or their Debt Securities” of “Section B –
Issuers and Guarantor” of the chapter “SUMMARY” shall be amended and replaced by the
following:
(i)
On page 9 of the Base Prospectus, the column under the heading “B.5 The Group” shall be
amended and replaced by the following:
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“Banif together with its consolidated subsidiaries (the “Banif Financial Group”), was established
in Madeira in January 1988, by incorporating the assets and liabilities of Caixa Económica do
Funchal, which was founded in 1987. Currently, the main business activities of Banif Financial
Group are carried out through more than 40 companies operating in sectors including banking,
insurance, leasing and consumer credit, brokerage, asset management, real estate, venture capital
and trade finance.
The main shareholder of Banif is the undivided estate of the late Horácio da Silva Roque (the
“Herança Indivisa de Horácio da Silva Roque”), which holds, directly and indirectly,
approximately a 59.686 per cent. of the voting rights of Banif as of 31 December 2012.
Banif Finance is controlled by Numberone SGPS, Lda., a subsidiary of Banif. Numberone, SGPS,
Lda. and Banif together own 100 per cent. of the voting shares of Banif Finance.”
(ii) On page 11 of the Base Prospectus, the column under the heading “B.13 Recent Events” shall
be amended and replaced by the following:
“On 31 December 2012, Banif informed that, after appraisal by the Bank of Portugal and
following the agreement in principle from the Portuguese State regarding its participation in the
Banif Financial Group’s recapitalisation plan (developed in accordance with Law no. 63-A/2008,
of 24 November, as amended from time to time), it would submit the recapitalisation plan for
approval at the General Meeting of Shareholders. Such meeting was held on the 16 January 2013
and the following resolutions were passed: (i) approval of the recapitalisation plan, which includes
accessing the public investment under the terms of the Law no. 63-A/2008, of 24 November, as
amended from time to time, and, within such framework, approved Banif’s recapitalisation plan,
upon related commitments and obligations, including the necessary share capital increase foreseen
in the first and second stages of the recapitalisation plan approved (both making part of the
recapitalisation plan); (ii) approval of a modification to article 5 of Banif’s bylaws and the
insertion of a new paragraph in the following terms: “article 1A. After the injection of the public
funds corresponding to the first phase of the recapitalisation process, approved by the General
Meeting held on 16 January 2013, the Board of Directors must deliberate a share capital increase
in the amount of €450.000.000, by way of cash contributions until 30 June 2013 through one or
more issues”; (iii) approval of the suppression of the pre-emption rights of the shareholders on the
subscription of the share capital increase, in the amount of €700 million, to be subscribed by the
Portuguese State, through the issuance of 70.000.000.000 new shares designated as special
according to article 4º of the Law no. 63-A/2008, of 24 November, as amended from time to time,
at an issuance price of €0.01/share. It was also deliberated to approve the suppression of the preemption rights of the shareholders as regards share capital increases to be resolved by the Board of
Directors, with the favourable opinion of the Audit Committee, by way of cash contributions, in
the amount of €450 million, through a public offer to occur until 30 June 2013; (iv) approval of
the issue of contingently convertible subordinated bonds, eligible as core tier 1, in the amount of
€400 million and the share capital increase in the amount of €700 million, through the issuance of
70.000.000.000 new shares designated as special according to article 4º of the Law no. 63-A/2008,
of 24 November, as amended from time to time, of which 44.511.019.900 shares with voting
rights and 25.488.980.100 shares with restricted voting rights according to the limitations foreseen
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in paragraph 8 of article 4 of the same Law, at an issuance price of €0.01/share. Both situations
comprise the form of public investment to be subscribed by the Portuguese State within the
framework of the recapitalisation plan. It was also approved the share capital increase up to the
amount of €450 million, under the terms and conditions established in the recapitalisation plan,
granting, in any case, an authorisation to the Board of Directors to establish the terms of the
issues.
On 17 December 2012, the merger of Banif SGPS, S.A. into Banif has been definitively registered
at the Commercial Registry Office (“Conservatória do Registo Comercial”). Under legal terms,
with the definitive register of the merger, Banif SGPS, S.A. as incorporated company was extinct
and the shareholders of Banif SGPS, S.A. became the shareholders of Banif. All actions and
operations performed by the participating companies will be considered, from an accounting and
tax perspective, as performed on behalf of Banif from the 1 July 2012.
On 4 December 2012, Moody’s has downgraded deposits and senior debt ratings of Banif from
“B1” to “B2”, maintaining the outlook on review.
Rentipar Financeira, Banif Financial Group’s controlling entity, in 3 December 2012, has
informed that the results of the On-site Inspections Programme on exposures to construction and
real estate sectors in Portugal and Spain, as of 30 June 2012, was concluded on 29 November
2012. The assessment concluded that the need to reinforce impairment levels amounted to Euro 86
million. As of 30 September 2012, part of this charges were already covered, reducing the amount
of impairment reinforcement to Euro 59 million, which will be accounted up to 31 December
2012.”
(iii) On page 11 of the Base Prospectus, the column under the heading “B.15 The Issuer’s
Principal Activities” shall be amended and replaced by the following:
“Banif is a well-established bank in the Portuguese financial sector, with a nationwide network of
branches, organised in accordance with the concept of modern points of sale, and e-banking
system which is increasingly being taken up by customers and potential customers. The Bank
offers a comprehensive range of products and services, for both personal and corporate clients, and
constantly adjusts those products and services to meet market needs. The Bank is currently the
market leader in Madeira and is well established with Portuguese residents in Venezuela and South
Africa, providing a personalised service and a full range of products. Banif operates in mainland
Portugal, in the Madeira Autonomous Region and the Azores Autonomous Region.
Following the merger of Banif SGPS, S.A. into Banif, Banif has become the controlling entity of
the Banif Financial Group, whose main business activities are carried out through more than 40
companies operating in various sectors including banking, insurance, leasing and consumer credit,
brokerage, asset management, real estate, venture capital and trade finance.
Banif Finance’s sole business activity is to participate in capital markets transactions, through the
issuance of securities, to provide funding to the Banif Financial Group.”
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(iv) On page 11 of the Base Prospectus, the column under the heading “B.16 Controlling
Persons” shall be amended and replaced by the following:
“Following the merger of Banif SGPS, S.A. into Banif, the main shareholder of Banif is the
undivided estate of the late Horácio da Silva Roque (the “Herança Indivisa de Horácio da Silva
Roque”), which holds, directly and indirectly, approximately a 59.686 per cent. of the voting rights
of Banif as of 31 December 2012.
Banif Finance is controlled by Numberone, SGPS, Lda., a subsidiary of Banif. Numberone, SGPS,
Lda. and Banif together own 100 per cent. of the voting shares of Banif Finance.”
(v) On page 12 of the Base Prospectus, the column under the heading “B.17. Ratings assigned to
the Issuers or their Debt Securities” shall be amended and replaced by the following:
“As at the date of this Supplement, Banif has a long-term debt rating of B2 with an under review
outlook from Moody’s Investors Service España S.A. (“Moody’s”) and BB with a negative
outlook from Fitch Ratings España S.A.U. (“Fitch”). Notes issued under the Programme have
been rated (P)B2 (senior unsecured notes) and (P)Not Prime (short-term notes) by Moody’s and
BB (long-term senior notes) and B (short-term senior unsecured notes) by Fitch, respectively. Each
of Moody’s and Fitch is established in the European Economic Area (“EEA”) and registered under
Regulation (EC) No 1060/2009, as amended (the “CRA Regulation”).”
IV.
RISK FACTORS
4.
On page 24 of the Base Prospectus, the paragraph under the heading “Risk of a Banif rating
downgrade” shall be amended and replaced by the following:
“Credit ratings affect the cost and other terms upon which Banif may obtain funding. Ratings are
based on a number of factors, including the relevant Issuer’s financial strength and the conditions
affecting the industry generally. As at the date of this Base Prospectus, Banif has a long-term debt
rating of B2 with an under review outlook from Moody’s and BB with a negative outlook from
Fitch. Each of Moody’s and Fitch is established in the EEA and registered under the CRA
Regulation. In light of the difficulties in the Portuguese economy, there can be no assurance that
the rating agencies will maintain Banif’s current ratings. The recent downgrades of the Portuguese
sovereign rating could in turn negatively affect the perception that these agencies have of Banif’s
rating. Banif’s failure to maintain its current ratings or a further downgrade of its rating could
increase its cost of funding and may result in the funding markets continuing to be inaccessible to
Banif, which could in turn have a material adverse effect on its financial condition and results of
operations.”
V.
DESCRIPTION OF THE ISSUERS AND THE GUARANTOR
5.
On page 85 of the Base Prospectus, the following paragraphs shall be added after the seventh
paragraph under the heading “Banif – Banco Internacional do Funchal, S.A.”
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“On 4 September 2012, the Board of Directors of Banif SGPS, S.A. has submitted to the
Commercial Registry Office (“Conservatória do Registo Comercial”) the registration of the
merger project of Banif SGPS, S.A. into Banif, previously approved by the Bank of Portugal. The
merger transaction results in the transfer of the assets of Banif SGPS, S.A. into Banif and in the
attribution, to the shareholders of Banif SGPS, S.A. of new shares representing the share capital of
Banif.
This transaction results in the integration of the Banif Financial Group’s top holding into its main
banking institution and represents a further step in the internal reorganisation process that is being
carried by the Banif Financial Group, in order to create the appropriate framework for the
recapitalisation process submitted to the national authorities. The merger of Banif Comercial
SGPS, S.A. and Banif Investimentos, S.A. into Banif SGPS, S.A. has also been concluded.
The merger of Banif SGPS, S.A. into Banif has been definitively registered on 17 December 2012.
Under legal terms, with the definitive register of such merger, Banif SGPS, S.A. as incorporated
company has been extinct and the shareholders of Banif SGPS, S.A. became the shareholders of
Banif.
Shares of Banif SGPS, SA were attributed in a 1:1 proportion, on 21 December 2012, the same as
the shares started trading. All action and operations performed by the participating companies will
be considered, from an accounting and tax perspective, as performed on behalf of Banif from 1
July 2012.
6.
On page 86 of the Base Prospectus, the organisational structure of the Banif Financial Group as at
31 August 2012 under the heading “Banif – Banco Internacional do Funchal, S.A.” shall be
amended and replaced with the organisational structure of Banif Financial Group as at 31
December 2012 as set below:
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BANIF FINANCIAL GROUP
( 31 DECEMBER 2012)
Banif - Banco Internacional
do Funchal, SA
Share capital: 570.000.000 Eur
85,92%
47,69%
Banif Mais - SGPS, SA
Rentipar
Seguros , SGPS, SA
7,92%
Share capital: € 135.570.000,00
Share capital: 20.369.095 Eur
84%
Banif
Imobiliária, SA
0,99%
99,01%
Share capital: 200.000.000 Eur 16%
Banco Banif Mais, SA
51,69%
Share capital: 101.000.000 Eur
Banco Caboverdiano
de Negócios
100%
100%
Banif - Banco de
Investimento, SA
Companhia de Seguros
Açoreana, SA
Share capital: € 107.500.000,00
Share capital: 900.000.000$00
100%
Share capital: 85.000.000 Euros
Banif (Cayman),Ltd
c)
100%
Share capital: USD 42.000.000
Banif Financial
Services Inc.
Share capital: USD 371.000
100%
SIP - Sociedade
Imobiliária Piedade, SA
100%
Share capital: 50.000 Eur
Banif Plus Bank ZRT
Share capital: HUF 3.000.000.000
Banif Bank
78%
(Malta)
Share capital: 32.500.000,00€
Giga - Grupo Integrado de
Gestão de Acidentes, SA
60%
100%
Share capital: € 700.000,00
Banif Gestão de
Activos
85%
Share capital: 2.000.000 €
Banif International
Holdings, Ltd
100%
Banif
Finance (USA) Corp.
Share capital: USD 6.280.105.09
Share capital: USD 17.657.498
90%
Banif Açores, Inc
100%
San José
a)
Share capital: USD 1.000.000
Banif Açores, Inc
100%
Fall River
Share capital: USD 100.000
10%
TCC
99,9%
Investments Luxembourg
Banif Holding
(Malta), Ltd
Share capital: 10.002.000,00€
25,85%
Centaurus Realty Group
Invest. Imobiliários, SA
Share capital: 125.000,00 Eur
Margem
100% Mediaçao de Seguros, Lda
Share capital: 6.234,97 Eur
MCO2 - Soc. Gestora de
0,1%
CRIA - Centro de Reabilitação
100%
Share capital: 450.000 €
Integrada de Acidentes, SA 70%
Share capital: € 320.000,00
11,75%
Banif Forfaiting
25% Fundos de Inv. Mobiliário
100%
50%
Banif Ecoprogresso
Trading, SA
100%
100%
100%
Banca Pueyo, SA
56,49%
Banif
(Espanha)
29,19%
Açor Pensões
Share capital: 4.800.000 €
10,81 %
Share capital: 1.850.000 €
99%
Banif Finance, Ltd
Inmobiliaria Vegas Altas
33,33%
(Espanha)
Share capital: 60.330,42€
SGPS, Lda
1%
33,32%
100%
100%
Share capital: 750.000 €
Banif International
e)
Bank, Ltd
Banif Banco de
75%
Gamma - Soc.
100%
Investimento (Brasil), SA
100%
Share capital: 250.000 €
Banif Gestão de Ativos
(Brasil) S. A.
Banif International
Asset Management
Share capital: R $ 10.787.073,00
Share capital: USD 50.000
100%
25%
Share capital: R $ 90.785.158,21
Titularização de Créditos
99,7%
Banif
Brasil (Holdings), SA
Share capital: R$ 1.000,00
Banif
Multi Fund
Banif Securities Inc
Share capital: USD 8.532.707
Share capital: 25.000.100 €
Banif Capital - Soc.
de Capital de Risco
Share capital: b)
100%
Banif (Brasil), Ltda
Share capital: R $ 150.000
Share capital: 5.000 Eur
d)
Share capital: USD 50.000
59,20%
Investaçor, SGPS
Share capital: 10.000.000 Eur
a)
b)
c)
d)
e)
Paid-up share capital of USD 100
% of controlling capital is 100%. Share capital is comprised of 100.000 ordinary shares with nominal value of USD 1 and non-voting preference shares: 50.000 shares of USD 0,01 and 68.517 shares of EUR 0,01.
% of controlling capital is 100%. Share capital is comprised of 26.000.000 ordinary shares with nominal value of USD 1 and 16.000.000 non-voting preference shares USD 0,01.
Paid-up share capital of USD 100.
% of controlling capital is 100%. Share capital is comprised of 25.000 ordinary shares with nominal value of EUR 1 and 10.000 non-voting preference shares of EUR 0,01.
Company
Share capital: USD 2.108.000
Share capital: 250.020 €
Share capital: R$ 33.365.081,00
Numberone
Banif Securities
Holdings, Ltd
Share capital: USD 250.000
100%
Banif Rent, SA
Share capital: 300.000 €
90%
Banif-Banco Internacional
do Funchal (Brasil), SA
10%
Share capital: R $ 200.357.555,09
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7.
On page 87 of the Base Prospectus, the third paragraph under the heading “History and
Ownership” shall be amended and replaced by the following:
“Following the merger of Banif SGPS, S.A. into Banif, Banif has its shares listed on the regulated
market Euronext Lisbon, managed by Euronext Lisbon – Sociedade Gestora de Mercados
Regulamentados, S.A. (“Euronext Lisbon”).”
8.
On page 90 of the Base Prospectus, the heading “Boards and Officers of Banif” shall be
amended and replaced by the following:
(a)
Management Team
All members of the Management Team of Banif have their business address at the
registered office of Banif.
(i)
Board of Directors
Chairman
Luis Filipe Marques Amado
Vice-Chairman
Jorge Humberto Correia Tomé
Maria Teresa Henriques da Silva Moura Roque dal Fabbro
Paula Cristina Moura Roque
Directors
Fernando José Inverno da Piedade
José António Vinhas Mouquinho
Carlos Eduardo Pais e Jorge
Diogo António Rodrigues da Silveira
Gonçalo Vaz Gago da Câmara de Medeiros Botelho
João José Gonçalves de Sousa
João Paulo Pereira Marques de Almeida
Manuel Carlos de Carvalho Fernandes
Nuno José Roquette Teixeira
Vítor Manuel Farinha Nunes
(ii)
Executive Committee
Chairman
Jorge Humberto Correia Tomé
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Members
José António Vinhas Mouquinho
Carlos Eduardo Pais e Jorge
Gonçalo Vaz Gago da Câmara de Medeiros Botelho
João José Gonçalves de Sousa
João Paulo Pereira Marques de Almeida
Nuno José Roquette Teixeira
Vítor Manuel Farinha Nunes
(b)
Audit Board
Chairman
Fernando Mário Teixeira de Almeida
Effective Full Members
António Ernesto Neto da Silva
Fernando Thomaz de Mello Paes de Vasconcellos
Alternate Full Member
(c)
José Pedro Lopes Trindade
Official Auditors
Ernst & Young Associados – S.R.O.C., S.A., represented by Ana Rosa Ribeiro
Salcedas Montes Pinto (ROC nr. 1230)
Below is a list of the offices held in other companies by members of the Board of Directors and of
the Executive Committee of Banif (to whom the Board of Directors have delegated the day-to-day
management responsibilities) as above mentioned which are significant with respect to Banif:
Board of Directors
Luís Filipe Marques Amado
(i)
Chairman of the Board of Directors
Banif – Banco Internacional do Funchal, S.A.
Banif – Banco de Investimento, S.A.
Jorge Humberto Correia Tomé
(i)
Vice-Chairman of the Board of Directors and Chief Executive Officer
Banif – Banco Internacional do Funchal, S.A.
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Banif – Banco de Investimento, S.A.
(ii)
Member of the Board of Directors and Chief Executive Officer
Banco Banif Mais, S.A.
(iii)
Member of the Board of Directors
Banif – Banco de Investimento (Brasil), S.A.
Banif Imobiliária, S.A.
Banif – Banco Internacional do Funchal (Brasil), S.A.
(iv)
Chairman and Chief Executive Officer
Banif Finance Ltd.
(v)
Member of the Superior Corporate Board
Banif – Banco Internacional do Funchal, S.A.
Maria Teresa Henriques da Silva Moura Roque Dal Fabbro
(i)
Vice-Chairman of the Board of Directors
Banif – Banco Internacional do Funchal, S.A.
Rentipar Financeira, SGPS, S.A.
Fundação Horácio Roque – Instituição Particular de Solidariedade Social
(ii)
Member of the Board of Directors
Rentipar Investimentos, SGPS, S.A.
Renticapital - Investimentos Financeiros, S.A.
Rentimundi - Investimentos Imobiliários, S.A.
Rentipar Indústria, SGPS, S.A.
Rentiglobo, SGPS, S.A.
(iii)
Chairman of the General Assembly
Rentimédis - Mediação Seguros, S.A.
Génius - Mediação Seguros S.A.
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Mundiglobo - Habitação e Investimentos, S.A.
MS Mundi – Serviços Técnicos de Gestão e Consultoria, S.A.
Banif Gestão de Activos – Sociedade Gestora de Fundos de Investimento Mobiliário, S.A.
Banif Capital - Sociedade de Capital de Risco, S.A.
Paula Cristina Moura Roque
(i)
Vice-Chairman of the Board of Directors
Banif – Banco Internacional do Funchal, S.A.
(ii)
Member of the Board of Directors
Rentipar Financeira, SGPS, S.A.
Rentipar Indústria, SGPS, S.A.
Rentipar Investimentos, SGPS, S.A.
Fernando José Inverno da Piedade
(i)
Member of the Board of Directors
Banif – Banco Internacional do Funchal, S.A.
(ii)
Chaiman of the Board of Directors
Rentipar Financeira, SGPS, S.A.
Rentipar Indústria, SGPS, S.A.
Rentipar Investimentos, SGPS, S.A.
Rentiglobo – SGPS, S.A.
Renticapital - Investimentos Financeiros, S.A.
Rentimundi- Investimentos Imobiliários, S.A.
Rentimedis - Mediação de Seguros, S.A.
Génius – Mediação de Seguros, S.A.
MS - Mundi - Serviços Técnicos de Gestão e Consultoria, S.A.
Rentipar Seguros, SGPS, S.A.
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Companhia de Seguros Açoreana, S.A.
(iii)
Chairman of the General Assembly
Banif Imobiliária, S.A.
José António Vinhas Mouquinho
(i)
Member of the Board of Directors
Banif Imobiliária, S.A.
Rentipar Seguros SGPS, S.A.
Banif International Holdings, Ltd
(ii)
Secretary of the General Assembly
Banif Rent – Aluguer, Gestão e Comércio de Veículos Automóveis, S.A.
Carlos Eduardo Pais e Jorge
(i)
Member of the Board of Directors
Banif Rent – Aluguer, Gestão e Comércio de Veículos Automóveis, S.A.
Banif – Banco de Investimento (Brasil), S.A.
Banif – Banco Internacional do Funchal (Brasil), S.A.
Banif Securities, Inc.
Banif Multifund, Ltd.
Banif International Asset Management, Ltd.
Banif Securities Holdings, Ltd.
Banif Ecoprogresso Trading, S.A.
Diogo António Rodrigues da Silveira
(i)
Member of the Board of Directors
Banif Imobiliária, S.A.
(ii)
Chairman of the Board of Directors
Companhia de Seguros Açoreana, S.A.
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Gonçalo Vaz Gago da Câmara de Medeiros Botelho
(i)
Member of the Board of Directors
Banif – Banco Internacional do Funchal, S.A.
Banif – Banco de Investimento, S.A.
Banif (Açores) – Sociedade Gestora de Participações Sociais, S.A.
João José Gonçalves de Sousa
None.
João Paulo Pereira Marques de Almeida
(i)
Member of the Board of Directors
Banif – Banco Internacional do Funchal, S.A.
Banif – Banco de Investimento, S.A.
Banif Finance, Ltd.
Manuel Carlos de Carvalho Fernandes
None.
Nuno José Roquette Teixeira
(i)
Member of the Board of Directors
Banif – Banco de Investimento, S.A.
Companhia de Seguros Açoreana, S.A.
Banieuropa Holding, S.L. (em processo de dissolução)
Banif – Banco Internacional do Funchal (Brasil), S.A.
Banif International Bank, Ltd.
Banif – Banco Internacional do Funchal (Cayman), Ltd.
Banif Finance, Ltd.
Banif Securities, Inc.
(ii)
Chairman of the Board of Directors
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Gamma – Sociedade de Titularização de Créditos, S.A.
(iii)
Member of the Remuneration Committee
Banif Imobiliária, S.A.
Banif Capital – Sociedade de Capital de Risco, S.A.
Banif – Gestão de Activos – Sociedade Gestora de Fundos de Investimento Mobiliário, S.A.
Vítor Manuel Farinha Nunes
(i)
Chairman of the Board of Directors
Banif Rent – Aluguer, Gestão e Comércio de Veículos Automóveis, S.A.
(ii)
Member of the Board of Directors
Banif – Banco Internacional do Funchal, S.A.
Banif Mais SGPS, S.A.
Banco Banif Mais, S.A.
Banif – Banco de Investimento, S.A.
Tecnicrédito ALD, Aluguer de Automóveis, S.A.
Banif Plus Bank Company, Ltd.
TCC Investments Luxembourg, SARL
(iii)
Manager
Margem – Mediação de Seguros, Lda.
Audit Board
Fernando Mário Teixeira de Almeida
(i)
Chairman of the Audit Board
Banif – Banco de Investimento, S.A.
António Ernesto Neto da Silva
None.
Thomaz de Mello Paes de Vasconcellos
15
(i)
Member of the Audit Board
Companhia de Seguros Açoreana, S.A.
José Pedro Lopes Trindade
None.
9.
On page 94 of the Base Prospectus, the heading “Conflicts of Interest” shall be read as referring
to the above Directors and members of the audit board.
“To the best of its knowledge, there are no potential conflicts of interest between the private
interests or other duties of the above Directors and any of their duties to Banif, and there are no
potential conflicts of interest between the private interests or other duties of the members of the
Audit Board and any of their duties to Banif.”
10.
On page 114 of the Base Prospectus, the heading “Capital and Shares” shall be amended and
replaced by the following:
“Shareholder Structure of Banif, S.A. (as at 31
December 2012 )
% Share Capital
No. of Shares
Rentipar Financeira, SGPS, S.A. ..................................
53.871%
307,063,133
Auto Industrial SGPS, S.A. ..........................................
13.3996%
76,377,857
As at the date of this Base Prospectus, the share capital of Banif is EUR 570.0 million, comprised
of 570,000,000 ordinary shares with no nominal value and is fully paid up.”
11.
On page 114 of the Base Prospectus, the text under the heading “Corporate Governance” shall be
amended and replaced by the following:
“Following the merger of Banif SGPS, S.A. into Banif, Banif has become a company with its
shares admitted to trading in a regulated market and therefore has now the requirement to comply
with the Corporate Governance Rules as set forth in Regulation 1/2010 of the CMVM and article
245-A of the Portuguese Securities Code.”
12.
On page 120 of the Base Prospectus, the last paragraph shall be amended and replaced by the
following:
“In January 2003, ratings were assigned to Banif – Banco International do Funchal, S.A. by
Moody’s (Baa1/P-2) and by Fitch (BBB+/F2). These ratings were confirmed in December 2005
with a Stable outlook. As a result of the negative events affecting the financial markets globally, as
well as the Euro zone and sovereign debt crisis, each of Moody’s and Fitch have downgraded
Banif’s credit ratings consecutively since 2009. As at the date of this Supplement, Banif has a long
16
term and short term debt rating of B2/Not Prime, with an under review outlook from Moody’s,
and a long term and short term debt rating of BB/B, with a negative outlook from Fitch.”
13.
On page 128 of the Base Prospectus, the following paragraphs shall be added after the last
paragraph under the heading “Recent Developments”:
“Rentipar Financeira, Banif Financial Group’s controlling entity, in 3 December 2012, has
informed that the results of the On-site Inspections Programme on exposures to construction and
real estate sectors in Portugal and Spain, as of 30 June 2012, was concluded on 29 November
2012. The assessment concluded that the need to reinforce impairment levels amounted to Euro 86
million. As of 30 September 2012, part of this charges were already covered, reducing the amount
of impairment reinforcement to Euro 59 million, which will be accounted up to 31 December
2012.
On 5 December 2012, resulting of the impact of the deterioration of the credit risk given the
downward revision of the prospects for the Portuguese economy growth in 2013, Moody’s has
revised Banif’s deposits and senior debt ratings from “B1” to “B2”, maintaining the outlook on
review.
On 17 December 2012, the definitive registration of the merger of Banif SGPS, S.A. into Banif
has occurred. Under legal terms, with the definitive register of the merger Banif SGPS, S.A., as
incorporated company is extinct and the shareholders of Banif SGPS, S.A. become the
shareholders of Banif. The shares of Banif SA were automatically attributed to the shareholders of
Banif SGPS, S.A.. Shares of Banif were attributed in a 1:1 proportion, the same day in which the
shares started trading, in 21 December 2012. All actions and operations performed by the
participating companies will be considered, from an accounting and tax perspective, as performed
on behalf of Banif from the 1st of July 2012 (inclusive).
On 31 December 2012, Banif informed that, after appraisal by the Bank of Portugal and following
the agreement in principle from the Portuguese State regarding its participation in the Banif
Financial Group’s recapitalisation plan (developed in accordance with Law no. 63-A/2008, of 24
November, as amended from time to time), it would submit the recapitalisation plan for approval
at the General Meeting of Shareholders.
The recapitalisation plan will be implemented in 2 stages and comprehends the following types of
investment:
(a) An initial public investment of 1,100 million euros, following the approval of the
recapitalisation plan, comprising:
(i) The issuance of contingent convertible bonds eligible as Core Tier 1 capital in the total
amount of 400 million euros, pursuant to law nº 63-A/2008, November 24th and other
applicable laws;
(ii) Share capital increase of Banif, in cash with suppression of pre-emption rights, reserved
for the subscription of the Portuguese State, totaling 700 million euros, through the
17
issuance of 70.000.000.000 of new shares, of which 44.511.019.900 shares with full
voting rights at an issuance price of 0,01/share.
(b) At a second stage, an additional share capital increase of Banif (to be made by the end of June
2013), in the amount of 450 million euros, with subscription through a public offer on
conditions yet to be defined. In the context and for the purposes of this second stage, the
current reference shareholders have presented an underwriting commitment to subscribe
shares in the amount of 100 million euros.
The proceeds from the capital increase referred in (b) will be used for anticipated reimbursement
of contingent convertible instruments.
This process will allow Banif to reach the target established by the Bank of Portugal, through
Aviso no. 3/2011, of a Core Tier 1 ratio above 10% and, simultaneously, to establish a prudential
capital buffer.
The recapitalisation process is based on interim support of the State for a maximum of 5 years and
involves an aggressive process of restructuring of the business model and enhancement of its core
segments of activity.
The Board of Directors has performed a thorough review of the business plan of the Banif
Financial Group, fully focused on value creation, will adjust the business model and organizational
structure to current market reality, ensuring a return to sustainable profitability levels and
strengthened solvency and liquidity levels.
According to the applicable legal framework, the recapitalisation of Banif is also subject to
decision, from the European Commission (EC), of its compliance with State-aid rules, as well as
the EC’s formal approval of a restructuring plan for Banif to be submitted during the following
months.
On 16 January 2013 the General Meeting of Shareholders was held and the following resolutions
were passed: (i) approval of the recapitalisation plan, which includes accessing the public
investment under the terms of the Law no. 63-A/2008, of 24 November and, within such
framework, approved Banif’s recapitalisation plan, upon related commitments and obligations,
including the necessary share capital increase foreseen in the first and second stages of the
recapitalisation plan approved (both making part of the recapitalisation plan); (ii) approval of a
modification to article 5 of Banif’s bylaws and the insertion of a new paragraph in the following
terms: “article 1A. After the injection of the public funds corresponding to the first phase of the
recapitalisation process, approved by the General Meeting held on 16 January 2013, the Board of
Directors must deliberate a share capital increase in the amount of €450.000.000, by way of cash
contributions until 30 June 2013 through one or more issues”; (iii) approval of the suppression of
the pre-emption rights of the shareholders on the subscription of the share capital increase, in the
amount of €700 million, to be subscribed by the Portuguese State, through the issuance of
70.000.000.000 new shares designated as special according to article 4º of the Law no. 63-A/2008,
of 24 November, at an issuance price of €0.01/share. It was also deliberated to approve the
18
suppression of the pre-emption rights of the shareholders as regards share capital increases to be
resolved by the Board of Directors, with the favourable opinion of the Audit Committee, by way
of cash contributions, in the amount of €450 million, through a public offer to occur until 30 June
2013; (iv) approval of the issue of contingently convertible subordinated bonds, eligible as core
tier 1, in the amount of €400 million and the share capital increase in the amount of €700 million,
through the issuance of 70.000.000.000 new shares designated as special according to article 4º of
the Law no. 63-A/2008, of 24 November, of which 44.511.019.900 shares with voting rights and
25.488.980.100 shares with restricted voting rights according to the limitations foreseen in
paragraph 8 of article 4 of the same Law, at an issuance price of €0.01/share. Both situations
comprise the form of public investment to be subscribed by the Portuguese State within the
framework of the recapitalisation plan. It was also approved the share capital increase up to the
amount of €450 million, under the terms and conditions established in the recapitalisation plan,
granting, in any case, an authorisation to the Board of Directors to establish the terms of the
issues.”
VI.
TAXATION
14.
On page 135 of the Base Prospectus, the first four paragraphs of subtitle “Resident holders” of
the section “Portuguese Taxation” of the chapter “TAXATION” shall be amended and replaced
by the following wording:
“If the payment of interest or other investment income is made available to Portuguese resident
individuals, withholding tax applies at a rate of 28 per cent., which is the final tax on that income
unless the individual elects to include such income in his taxable income, subject to tax at
progressive rates of up to 48 per cent.. In the latter circumstance an additional income tax will be
due on the part of the taxable income exceeding € 80,000 as follows: (i) 2.5 per cent on the part of
the taxable income exceeding € 80,000 up to € 250,000 and (ii) 5 per cent on the remaining part (if
any) of the taxable income exceeding € 250,000. Also if the option of income aggregation is made
an additional surcharge at the rate of 3,5 per cent. will also be due over the amount that exceeds
the annual amount of the monthly minimum guaranteed wage. In this case, the tax withheld is
deemed a payment on account of the final tax due.
Investment income paid or made available to accounts opened in the name of one or more account
holders acting on behalf of one or more unidentified third parties is subject to a final withholding
tax rate of 35 per cent., unless the relevant beneficial owner(s) of the income is/are identified and
as a consequence the tax rates applicable to such beneficial owner(s) will apply.
Capital gains obtained by Portuguese resident individuals on the transfer of Notes are taxed at a
special tax rate of 28 per cent. levied on the positive difference between the capital gains and
capital losses of each year unless the individual elects to include such income in his taxable
income, subject to tax at progressive rates of up to 48 per cent.. In the latter circumstance an
additional income tax will be due on the part of the taxable income exceeding € 80,000 as follows:
(i) 2.5 per cent on the part of the taxable income exceeding € 80,000 up to € 250,000 and (ii) 5 per
cent on the remaining part (if any) of the taxable income exceeding € 250,000. Also if the option
of income aggregation is made an additional surcharge at the rate of 3,5 per cent. will also be due
19
over the amount that exceeds the annual amount of the monthly minimum guaranteed wage
Accrued interest qualifies as interest, rather than as capital gains, for tax purposes.”
15.
On page 135 of the Base Prospectus, the second sentence of the fifth paragraph of subtitle
“Resident holders” of the section “Portuguese Taxation” of the chapter “TAXATION” shall be
amended and replaced by the following wording:
“A State Surcharge (“derrama estadual”) rate will be 3 per cent. due on the part of the taxable
profits exceeding EUR 1.500.000 up to EUR 7.500.000 and 5 per cent. on the part of the taxable
profits exceeding EUR 7.500.000.”
16.
On page 136 of the Base Prospectus, the first three paragraphs of subtitle “Non-resident holders”
of the section “Portuguese Taxation” of the chapter “TAXATION” shall be amended and
replaced by the following wording:
“Interest and other types of investment income obtained by non-resident legal persons without a
Portuguese permanent establishment to which the income is attributable is subject to withholding
tax at a rate of 25 per cent. which is the final tax on that income. However, if the interest and other
types of investment income are obtained by non-resident individuals without a Portuguese
permanent establishment to which the income is attributable said income is subject to withholding
tax at a rate of 28 per cent., which is the final tax on that income.
Investment income paid or made available to accounts opened in the name of one or more account
holders acting on behalf of one or more unidentified third parties is subject to a final withholding
tax rate of 35 per cent., unless the relevant beneficial owner(s) of the income is/are identified and
as a consequence the tax rates applicable to such beneficial owner(s) will apply.
A withholding tax rate of 35 per cent. applies in case of investment income payments to
individuals or companies domiciled in a country, territory or region subject to a clearly more
favourable tax regime included in the “low tax jurisdictions” list approved by Ministerial Order
(Portaria) no. 150/2004 of 13 February 2004, amended by Ministerial Order (Portaria) no.
292/2011, of 8 November 2011 (lista dos países, territórios e regiões de tributação privilegiada,
claramente mais favorável).”
17.
On page 136 of the Base Prospectus, the second sentence of the fifth paragraph of subtitle “Nonresident holders” of the section “Portuguese Taxation” of the chapter “TAXATION” shall be
amended and replaced by the following wording:
“Capital gains obtained by individuals that are not entitled to said exemption will be subject to
taxation at a 28 per cent. flat rate.”
18.
On page 139 of the Base Prospectus, the last paragraph under item 2. (Internationally Cleared
Notes – held through an entity managing an international clearing system) under the subtitle
“Special debt securities tax regime” of the section “Portuguese Taxation” of the chapter
“TAXATION” shall be amended and replaced as follows:
20
“The absence of evidence of non-residence in respect of any non-resident beneficial owner who
benefits from the abovementioned tax exemption regime shall result in the loss of the tax
exemption and consequent submission to the above applicable Portuguese general tax provisions.”
21