BBVA is aware that it will take a lot of effort for the takeover to go ahead, especially because in Banco Sabadell there is no core that brings together enough percentage to 'forget about the rest of the shareholders, the minority ones who have a large part of the entity's capital. vallesana, a bank that as of March 31 had 5,413.7 million shares in circulation.

In this sense, the first 50 shareholders of the entity that he presides Josep Oliu They accumulate 28% of the bank's capital. One of the keys is the Mexican tycoon David Martínez, since his investment vehicle 'Fintech Europe' is the one that has the highest percentage of Banco Sabadell securities. Martínez is on the board of directors.

Apart from the large funds, the bank's shareholders include Oliu himself, the current CEO, Cease González-Buenoand his predecessor, Jaume Guardiola.

BBVA's offer to Banco Sabadell shareholders is one new share for every 4.83 Banco Sabadell shares. The entity conditions the operation, among other things, to achieve, at least, the acceptance of 50.01% of the share capital of the entity of Vallesano origin. 53% of the bank is in the hands of institutional shareholders and 47% is in the hands of retailers, according to Banco Sabadell data contained in the financial report for the first quarter of this year.

THE SHAREHOLDERS OF BANCO SABADELL

The 50 largest shareholders of Banco Sabadell have a total of 28% of the Bank's capital according to the data accessed by MERCA2.

The first is Fintech, the investment vehicle of Mexican magnate David Martínez, which has 194.13 million shares and 3.57% of the capital, followed by Vanguard, with 190.11 million shares and 3.49%, while Blackrock has 3.13% (170 million shares) and Dimensional, with 3.11% (169, million shares), the same percentage that they have Norgesbankwhich occupies fifth place with 169.04 million titles, according to the data accessed MERCA2.

In sixth place is Massachusetts Financial Serviceswhich has 1.67%, while Banco Sabadell SA 1.19% (treasury stock) is recorded and appears in seventh place. After, Grantham Mayo Van Otterloo & Co, which has 0.81% and reaches eighth in the table. In ninth place is Credit Agricole and in tenth position, AllianceBernestein Holding, with 0.69%, according to Bloomberg.

The data corresponding to the significant shareholders (those with more than 3%) do not exactly coincide with the information contained in the National Securities Market Commission (CNMV). According to this information, blackrock is he first shareholder (3,633%)while David Martínez is in second position (3,495%), Fintech – Martínez's investment vehicle – appears in third place (3,105%), Dimensional Funds is in fourth place (3,011%) and Norges, with 1,815%, is fifth..

David Martínez's investment vehicle, Fintech, has 3.57%

To find prominent figures who are in Banco Sabadell, you have to go down to position 27, where it appears the president of the entity, Josep Oliu, with 0.13% of the capital and 7.31 million shares. The former CEO of the bank, Jaume Guardiola, is in 48th place, with 0.05% of the capital and 2.81 million of the bank's securities. For his part, the current CEO has 1.37 million shares and 0.025 of the capital.

PositionShareholder%
1Fintech3.57
2Vanguard3.49
3blackrock3.13
4Dimensional3.11
5Norgesbank3.11
6 Massachusetts Financial Services1.67
7Banco Sabadell SA1.19
8Grantham Mayo Van Otterloo & Co0.81
9Credit Agricole0.76
10AllianceBernestein Holding0.69
elevenSant Jame's Place0.49
12JP Morgan0.49
13Santander Bank0.37
14UBS AG0.37
fifteenBancSabadell Investment0.35
16Nordea Bank0.33
17Charles Schwab Corporation0.31
18American Century Companies0.28
19State Street0.27
twentySwedbank AB0.26
twenty-oneBPI Financial Group0.25
22Bessemer Group0.18
23Massachusetts Mutual Life0.16
24FMR LLC0.15
25KBC GROUP0.15
26Fil Limited0.14
27Josep Oliu0.13
28Caixabank Asset Management0.13
29Marsh & Mclenann0.13
30Omnis Managed0.12
31Omnis Managed0.12
32Sun Life0.11
33Credit Suisse0.11
3. 4Axiom Alternative0.10
35Legal & General Group0.09
36Insurance Bilbao0.09
37Metamanagement
0.09
38SEI Investments0.09
39TIAA- CREF0.08
40Principal Financial0.07
41Abante Advisors0.07
42Invesco0.06
43BNP Paribas0.06
44José Ramón Martínez Sufrategui0.06
Four. FiveGrace Partners of Dupage0.06
46HSBC0.06
47Domini Impact0.06
48James Guardiola0.05
49WCM Investment0.05
fiftyBrinker Capital0.05
Source: Bloomberg.

WHAT THEY SAY IN THE MARKET

Analysts see it as difficult for the merger to come to fruition. «It is difficult to say whether it will come out or not, it is clearly in the hands of the retailers. “That the fact that there is no cash remuneration makes it more complicated for the shareholder to attend as well,” he tells MERCA2 the analyst of Rent 4 Nuria Álvarez.

According to iBroker analyst Antonio Castelo, probably not even Sabadell's own shareholders should be very clear about this. “With respect to the institutional ones, there are actually around thirty international management companies that control a total of approximately 25% of the capital of the Catalan bank, but only five shareholders have a package greater than 3%: Blackrock, Vanguard, Dimensional, Norges and Fintech Europe”.

Sabadell BankSabadell Bank

“Of them, except for Fintech Europe (a company owned by the Mexican David Martínez, who also has a position on the board of directors of Sabadell), it is very possible that they maintain structural positions in Banco Sabadell, at the same time as in BBVA, since These large managers usually invest in Spanish companies based on their weight in the index and the interest aroused by the sectors in which they are included,” says Castelo.

INSTITUTIONAL FOLLOW-UP

«The Spanish banking sector has been closely followed in recent months by institutional investors. If the investment occurs through a fund or an indexed ETF, that is the proportion in which they will invest in the value,” he adds. “The most normal thing is that they decide to remain neutral, because if they went to the takeover bid, they would receive BBVA shares, which would unbalance their positions and they would surely be forced to sell them…,” says Castelo.

“An alternative may even be to sell before the takeover takes place if Sabadell's shares approach, for example, levels of 2.25 euros per share… But the normal thing is that they remain neutral.” “Therefore, I believe that it will be the retailers who finally decide on the operation (if it is approved), says the iBroker analyst.

“If they are the retailers, frankly I do not believe that, if the payment is not made in cash, they will be happy with receiving BBVA shares, taking into account that the proposed premium has varied completely since their initial announcement that set it at 30%. The shares of both entities are listed on the stock market and it will be very difficult to establish a clear valuation value for Sabadell's shares, unless payment is made in cash and for a fixed amount.” “I still see the operation as very complicated and difficult to resolve,” says the iBroker expert.

the structure

According to Joaquín Robles, from XTB, “we really consider that Sabadell's shareholder structure is quite fragmented. «We could consider six institutional investors key, who are the only ones that individually have more than 1% of the company's capital, such as Fintech Europe, Vanguard, BlackRock, Dimensional fund, Norges bank and Massachusetts financial, among which they have 18 % of the entity's total share capital. Outside of them, the shareholders are very divided, so the minority shareholder will have great relevance in the decision,” he indicates.

“Although at this time the premium is not very high, the joint venture resulting from the operation would have a very strong competitive position. On the one hand, it would remain second in loan market share in Spain, while continuing to be the best entity in Mexico. «In addition, the combination of retail banking and the SME segment would position the new company in a very powerful situation, with a double-digit market share in both segments. While rejecting the takeover bid, the investor trusts in the independent growth of the entity led by Josep Oliu,” says Robles.

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