• Following Algebris Investments’ announcement of its intention to tender its shares, Banco Sabadell requested that the supervisor require any future public announcements to include all relevant information, ensuring that shareholders act in accordance with their stated intentions and do not manipulate the market
  • The Institution sent a letter to the CNMV requesting that, as a preventive measure, it adopt public criteria setting out the requirements that any shareholders wishing to publicly disclose their intentions during the tender offer would be expected to meet
  • The Bank requested that investors wishing to publicly disclose their intentions during the tender offer be required to disclose their total holding in the Institution, state whether they will tender 100% of their shares, disclose any existing conflicts of interest (such as debt holdings), and confirm that their decision is firm and irrevocable

7 October 2025

Banco Sabadell requested that the Spanish National Securities Market Commission (CNMV) adopt, as a preventive measure, public criteria with which all shareholders of the Institution wishing to make their intentions public during the tender offer must comply, in order to prevent any potential market manipulation.

In a letter sent to the supervisor, Banco Sabadell requested that it require all such investors to disclose their total shareholding in the Institution, confirm in a firm and irrevocable manner that they will tender 100% of their holdings, and disclose any other existing interests (including holdings of other securities or debt instruments or Banco Sabadell regulatory capital instruments).

In addition, the Institution requested that the CNMV include in its public criteria a review of the acceptance rate of all investors who publicly communicate their intention to accept the tender offer, with a view to ensuring that they honour their commitment.

In the letter, Banco Sabadell expresses concern that certain investors may seek to manipulate the market by announcing their intention to accept the offer solely to help ensure that the 30% acceptance rate is reached, thereby triggering a second mandatory cash tender offer should BBVA decide to move forward with the acquisition.

Such conduct, particularly if those investors do not tender all or part of their Banco Sabadell’s shares in the initial tender offer, could be construed as market manipulation, as it may send false or misleading signals regarding the supply of, and demand for, Banco Sabadell shares – the Bank warns the CNMV in its letter.

Finally, the Institution requests that any public statement by shareholders who have already expressed their intention to accept the offer be corrected immediately so that investors have access to all the information necessary to make informed decisions and properly assess the potential motivations behind such announcements.