BANKINTER, SA
Otras Comunicaciones #28731 - 14/05/2009 13:27
La Sociedad remite presentación
PDF Adjunto:
Expanding
business
Increasing
capital
• This presentation is not a Prospectus and investors should not subscribe for any New Shares or
purchase any Pre-emptive Subscription Rights referred to in this presentation except on the basis of the
information contained in the Prospectus.
• This presentation does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the
Pre-emptive Subscription Rights or the New Shares being issued in connection with the Rights Issue, in
any jurisdiction in which such offer or solicitation is unlawful.
• The distribution of this presentation and/or the prospectus and/or the transfer of Pre-emptive
Subscription Rights and/or New Shares into jurisdictions other than Spain may be restricted by law.
Persons into whose possession this presentation comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
• The Share Securities Note and the Summary of the share capital increase of Bankinter, S.A. with pre-
emptive subscription rights through the issuance of ordinary shares of the Bank (the “Capital Increase”)
are currently pending approval by the National Securities Market Commission (“CNMV”) in Spain. Once
approved, the Share Securities Note and the Summary, together with the Share Registration Document
approved and registered by the CNMV, will constitute the Prospectus of the Capital Increase, which will
be made available to investors on the web sites of Bankinter and the CNMV (www.cnmv.es)and at the
registered offices of Bankinter.
• Bankinter cautions that this presentation contains forward looking statements. Such forward looking
statements are found in various places throughout this document and include, without limitation,
statements concerning our future business development and economic performance. While these
forward looking statements represent our judgment and future expectations regarding the
development of our business, a number of risks, uncertainties and other important factors could cause
actual developments and results to differ materially from our expectations. These factors include, but
are not limited to (1) general market , macro-economic, governmental and new regulations, (2)
variation in local and international securities markets, currency exchange rates and interest rates as
well as change to market and operational risk, (3) competitive pressures, (4) technological
developments, (5) changes in the financial position or credit worthiness of our customers, obligors and
counterparties.
2
1. Transaction overview
2. Strategic rational
3. Impact in figures
4. Right Issue details
1. Transaction overview
Transaction terms
Transaction trigger: Change in control in RBoS
Independent Valuation leading to an attractive price to
BK
Acquisition
of 50% Price Paid in
stake 426M€ Cash
held by RBos
2. Strategic rational
Strategic rational of LDA transaction
Resilient
Perfect fit
Leader in business
with
The Spanish model and
Bankinter
Direct Motor attractive
strategic
Insurance financial
levers
performance
… low
Synergy
integration
potential
risk
A cash rich company due to excess
provisions and solvency margin
19M€ 180M€
Excess solvency
Excess provisions margin over 150%
The payment of an extraordinary
dividend of 180M€ reduces the price
paid for LDA
3. Impact in figures
Impact summary
LDA + Right Issue
Capital
Impact ●≈ +0,18% Core Capital
●≈ +0,04% Total Capital
●+ 50% contribution from RBoS stake
Earnings ●+ 2009 - positive additional P&L 19M€
●+ NPV synergies 150M€
Capital
Price in excess of book value amounts
to 240M€…
Price in excess Book Value
240M€
Intangible ● Individually identified and
assets valued ( client portfolio….)
● Are recognized:
● gross of taxes
● for the whole company
Goodwill ● The rest
● Recognized :
● net of taxes
● for the acquired part
… leading to the following impacts
on capital ratios before the capital
increase
≈1,13% ≈ 1,27%
Core Capital Total capital
An investment with rapid capital
generation capacity
304M€
Core capital generated
in 5 years
The right issue is done exclusively to
finance LDA acquisition
Impact on capital
LDA Net As % of
Capital call
acquisition impact RWAs
core -312 361 50 0,18%
Tier I -337 361 24 0,09%
Tier II -14 0 - 14 -0,05%
Total Capital -351 361 11 0,04%
Earnings
Significant earnings contribution …
LDA Net Income Synergy generation – Impact in Net Income
101,0
93,5
87,8
78,3 80,1
2009* 2010 2011 2012 2013
Conservative P&L Minimum synergies with
estimates no investment required
* Includes 19M€ gross excess provisions to be released
… and positive impact on
shareholder value from day one
Analyst consensus EPS accretion in
percentage terms*
11,1
Accretive 6,1
from first year
0,4 0,4
2009 2010 2011 2012
Leading to attractive transaction
multiples…
7,7
1,81
X BV PE 2009
(8,6 2010)
X3
BK clients
… and return on investment ratios
39,3%
Internal Rate of Return
≈ 26,1% ROC
Avg. in 5yrs
4. Right issue details
Right issue transaction terms
Preferential
Capital 67,5M
subscription
increase Num. of
rights
361M€ Shares
1X6
Discount to
market Theoretical
Eur 5,35€ per
38,8% value of
share
to TERP rights 0,48€
35,2%
Shareholder structure
CAsa
17,4 Cartival
23,4
Board + employees
Inst. National
22,0 Caja Madrid
16,3
Inst. Foreign
4,7 Retail national
4,4 11,9
56,2% 17,4%
Significant shareholders Spanish retail
Transaction schedule
19th of May
19th of May
Start of subscription period
Start of subscription period
13th of May
13th of May
Board approval 5th june
5th june
Board approval
and “Hecho
and “Hecho Estimated
Estimated
relevante”
relevante” Settlement
Settlement
14th of May
14th of May
2 weeks
2 weeks
CNMV approval
CNMV approval 2nd of June
2nd of June
New shares start
New shares start
Subscription period end
Subscription period end quoting
quoting
Bankinter has historically optimized
the use of capital
- Capital evolution (in %) -
25
20
Last
15 capital 41,3%
capital bought
call in back
10
‘90
5
0
-5
1990 1992 1993 1994 1995 1996 1997 1998
-10
-15
26
In summary
LDA acquisition represents a
financially compelling transaction
Significant value creation through cross selling
opportunities
The transaction has limited impact on capital
LDA will be more valuable under BK ownership
The right issue will be acreetive to shareholders
A different
kind of bank,
stubbornly
different.
Fuente: CNMV