Briefing Note
Briefing note The Boards of Directors of “la Caixa” and Criteria approve the terms of the Group's reorganization Criteria net profit up 38% in 2010 to €1.82 billion Recurring net profit up 21%. The Board of Directors resolves to submit a proposal for shareholder approval to pay a final dividend equivalent to €0.051 per share, which shareholders may choose to receive in cash or shares. Total shareholder remuneration in 2010 of €0.311 per share. Barcelona, February 25, 2011 The Boards of Directors of "la Caixa" and Criteria have approved terms of the "la Caixa" group's reorganization. "la Caixa" will transfer its banking business to Criteria (which will become a banking group, changing its name to CaixaBank), while Criteria will transfer some of its industrial holdings (Gas Natural Fenosa, Abertis, Aguas de Barcelona, PortAventura and Mediterránea Beach & Golf Community) to a new entity fully owned by “la Caixa.” The new entity will also oversee Servihabitat and other real estate businesses “la Caixa”, which will continue to be a savings bank, will be CaixaBank's majority shareholder, with 81.1% of its share capital. This will allow it to indirectly continue its banking activities (see Appendix I). The final terms of the transaction have been reviewed by the Independent Committee (an ad hoc Board committee) composed of independent directors of Criteria. This committee has obtained fairness opinions from Citigroup and Société General, which confirm the fairness ‐ under a financial point of view‐ of the proposed transaction for Criteria's minority shareholders. CaixaBank will start off with over 5,400 offices, and will have the lowest NPL ratio (3.71%), the most comprehensive NPL coverage (70%) and the highest core capital ratio (10.9%, according to Basle II, after the issuance of €1.5bn of mandatory convertible bonds) amongst the major Spanish groups.
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