BCP Shares on the Stock Market

Transcription

1 BCP Shares on the Stock Market Stock Market Performance The start of 2003 was marked by the considerable instability and volatility of the equity markets largely as a result of the imminent conflict in Iraq, which affected the performance of markets around the world. Following a period of ongoing decline up until March, when year lows were reached in practically every market, there was a change of investor sentiment that led to a more positive performance in most markets, particularly in those sectors that had previously been worst hit. During this period Euronext Lisbon followed this positive trend and the PSI 20 rose 27.2% between April and December 2003, while the Bloomberg Europe Banks Index and the Euronext 100 Index rose 36.4% and 32.4% respectively. Over the same period BCP shares also rose 41.6%, recovering a large part of the fall seen during the first quarter of the year. Performance of BCP Shares on the Stock Market Banco Comercial Português share price dropped 13.1% during 2003 compared with gains of 15.8% for the Euronext Lisbon PSI 20 index, of 21.2% for the European Banks index (BEBANKS - Bloomberg Europe Banks and Financial Services Index) and of 12.7% for the Euronext 100. BCP Shares in 2003 Source: Bloomberg 2.20 Announcement of the Capital Increase Beginning of the Rights Trading % 2.00 End of Subscription Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. 27

2 Expectations of a share capital increase, which was announced on February 24, 2003, following approval at a General Meeting of Shareholders, negatively impacted the share price at the beginning of the year. The trading of rights and the subscription period lasted from March 14 to March 25 and 31 respectively. During that period the share price was under pressure as a result of the arbitrage that usually happens on such occasions. Following the completion of the share capital increase and the listing of new shares, BCP s share price began an upward trend, as shown by the 41.6% increase between that time and the end of the year. The following table summarises the performance of BCP s share price in Performance of BCP Shares in 2003 Source: Bloomberg Price as at 31/12/ ( Adjusted) Price as at 31/12/ Average price for the year 1.59 Year Low 1.23 ( ) Year High 2.15 (Adjustdd) ( ) Performance: Share price over the year -13.1% Market capitalisation (Billion euros) Ordinary Shares 5.8 ( ) Mandatory Convertible Securities 0.7 ( ) Total Market Capitalisation 6.5 ( ) BCP s market capitalization, including the mandatory convertible securities, stood at 6.5 billion euros as at December 31, 2003, an increase versus the comparable figure of 5.3 billion euros at the end of the previous year, ranking second in the table of the largest capitalizations in Portugal. The following table illustrates the comparative performance, on a half-yearly basis, of BCP s shares versus some of the leading stock market indices. Index Performance Performance 1 st Half nd Half 2003 BCP % % PSI % % Eurostoxx % % Bloomberg European Banks Index (BEBANKS) +7.91% % Euronext % % The following table reflects the impact of the capital increase on the share price as well as the effect of the announcement of results and of the payment of dividends. Event Date Price change next day Price change next 5 days Announcement of results 4 th quarter % -7.6% Announcement of the share capital increase % -16.7% Dividend payment in respect of 2002 (gross dividend per share 0.10) % -15.2% Announcement of results 1 st quarter % +0.8% Announcement of results 2 nd quarter % +2.1% Announcement of results 3 rd quarter % -6.3% Announcement of results 4 th quarter % +3.6% 28

3 Liquidity BCP s shares were once again among the most traded on Euronext Lisbon with an average daily volume of 5.6 million shares.the annual turnover in BCP shares stood at 2,209 million euros, equivalent to 46% of BCP s annual average market capitalization and corresponding to 11.6% of the total volume traded on the official market, compared to 13.8% the previous year and 11.5% in It should be underlined that the average daily trading volume rose from 4.1 million shares in 2002 to 5.6 million shares in 2003, reflecting growing investor interest. Quarterly Accumulated Turnover Evolution (Millions of Shares) 1, BCP Shares in the Stock Exchange Indices BCP is included in 28 national and international market indices and has a particularly relevant weight on the Euronext PSI Financial Services and PSI20 indices. 1, Mar Jun Sep Dec Index Weight Index Weight Euronext PSI Financial Services % FTSE E300 Financial 0.347% PSI % S&P Euro 0.298% BVL Geral % DJ Euro Stoxx Large 0.278% DJ EuroStoxx Banks 1.176% DJ Euro Stoxx 0.228% S&P Euro Financials 1.053% FTSE Eurobloc % S&P Euro 350 Banks 0.790% MSCI Euro 0.199% DJ Stoxx 600 Banks 0.527% S&P Europe 350 Industrial 0.145% Bloomberg 500 European Banks 0.524% S&P Europe % Bloomberg European Banks 0.500% DJ Stoxx Large % S&P Europe 350 Financials 0.495% Bloomberg European % FTSE Eurotop 300 Banks 0.461% DJ Stoxx 600 Prime 0.111% Euronext % FTSE Eurotop % Bloomberg Europe Financials 0.398% FTSE E300 Sector 0.103% Bloomberg World Europe Financials 0.354% MSCI Pan-Euro 0.096% Share Capital Increase During 2003 Banco Comercial Português increased its share capital from 2,326,714,877 euros to 3,257,400,827 euros through a two-for-five rights issue totalling 930,685,950 ordinary shares, being the issue price equal to the par value of one euro per share. During the subscription period, which took place between March 14 and 31, a total of 915,578,119 shares were subscribed through exercise of subscription rights, accounting for 98.4% of the total number of shares issued. The remaining 15,107,831 shares, or 1.6% of the subscription rights, which were not taken up, were distributed pro rata among subscription-rights holders who had expressed a wish to subscribe additional shares. Requests for pro rata distribution totalled 2,511,763,534 shares. 29

4 A mention should be made regarding the large number of rights traded on the stock market during the trading period, from March 14 to March 25, 2003, totalling 45.5% of the total number of available rights. Market Value Volume % High Low Close Average Nr. Rights Turnover of Total Rights ,058,162, ,095, % The new shares were admitted to listing on the official market of Euronext Lisbon on April 8, 2003, entitling shareholders to the full 2003 dividend payment to be distributed by the Bank in Issue of Capital BCP 2005 Securities Admission and stock market performance Following the successful conclusion of the issue of the Mandatory Convertible Securities Capital BCP 2005, at the end of 2002, which totalled 700 million euros, the listing of these securities on the official market of Euronext Lisbon took place on January 13, Capital BCP 2005 in 2003 Source: Bloomberg The performance of the Capital BCP 2005 securities was very closely linked to that of BCP s shares. Thus, reflecting the impact of the decline of BCP s share price, they hit a low of 3.60 euros on March 20 before starting a gradual recovery with a good performance as from May onwards. The securities closed the year at 4.99 euros, in line with the subscription price. Nevertheless, this neutral performance should be added to the annual gross yield of 9% received by the securities holders Jan Feb Mar Apr May 2003 Jun Jul Aug Sep Oct Nov Dec. Liquidity Between January 13 and December 31, 2003, 12.4 million Capital BCP 2005 securities were traded on Euronext Lisbon, generating a turnover of 57.6 million euros. Conversion Price Under the terms and conditions of the Capital BCP 2005 issue, the increase in the Bank s share capital determined the automatic readjustment of the conversion price from euros to euros. As a result of this readjustment each Capital BCP 2005 held will be entitled to BCP shares. 30

5 Early conversion As detailed in the issue prospectus and in accordance with the announcement made to the market, BCP informed Capital BCP 2005 holders that they could exercise early conversion of the securities as from December During a period of 14 days immediately before the quarterly interest payment dates, holders may request early conversion of a part or the whole of their Capital BCP 2005 securities. BCP also stated that, in accordance with the issue conditions, it could opt to deliver existing BCP shares or to issue new shares, the latter requiring an increase in the share capital. In the event of delivering existing shares, they will be registered in the name of Capital BCP 2005 holders within three days of receiving the request. In the event of new shares being issued, the registration will take place within 60 days of the request. Income Paid As provided for in the issue prospectus, the Capital BCP 2005 securities entitles holders to a gross annual income of 9%, paid quarterly. This income was therefore paid to holders on March 30, June 30, September 30 and December 31, Structure of the Capital BCP 2005 securities holders As at December 31, 2003, the structure of the holders of the mandatory convertible securities was as follows: Type of Holders Structure of Capital BCP 2005 Securities Holders As At December 31, 2003 Number of Holders Percentage Number Percentage Number of of the Value of Securities of the Value Holders of the Issue per Holder of the Issue Employees 3, % > 5,000, % Individuals 96, % 500,000 to 4,999, % Companies 3, % 50,000 to 499, % Institutionals % 5,000 to 49,999 2, % < 5, , % Total 103, % Total 103, % Share Dividend Policy Banco Comercial Português has a dividend policy aiming at providing shareholders with adequate remuneration of invested capital while preserving a sound allocation of financial resources required to develop the Group s business. The following table summarises the main indicators of the policy implemented in recent years. 31

6 Financial year to which the dividend refers Gross Dividend per Share Net Dividend Payout Dividend per Share Ratio (1) Yield (2) Residents Non Residents % 2.72% 2000 (3) 0.15 n.a. n.a. 62.4% 2.65% % 3.30% % (4) 4.39% 2003 (5) % 3.39% (1) Payout ratio: percentage of net income distributed to shareholders as dividend; (2) Dividend yield: annual return as a percentage obtained by the division of the gross dividend by the share price at the end of the year to which the dividend refers; (3) Paid under the form of scrip dividend through the issue of new ordinary shares and their proportional distribution to the Bank s shareholders; (4) Calculated on the basis of the after-tax net income before setting aside the non-mandatory provision for general banking risks ( 472,721.1 thousands); (5) Proposal to be submitted to the March 15, 2004 Annual General Shareholders Meeting. Creation of Shareholder Value BCP s initiatives are designated to create shareholder value, with historical positive results. The following table illustrates the historic returns on investments, based on the closing price at the end of 2003 compared with previous years closing prices adjusted for share capital increases and dividend payments since BCP shares were listed. Since 1990 BCP s shares have a positive performance with an annualized return of 10.5%, being the total accumulated return of 136.3% in the last 13 years. Annualized Last Last Last Last Last Last Last Last Last Return 5 years 6 years 7 years 8 years 9 years 10 years 11 years 12 years 13 years (Simple Average) -10.9% -4.9% % % +5.17% +1.7% +8.6% +7.5% +10.5% Integration of the Euronext Lisbon Trading Platform On November 7, 2003, Euronext Lisbon was operationally integrated into the common Euronext trading platform, which includes all the country members. In practical terms this meant the creation of a single Euronext market in which operators in Paris,Amsterdam, Brussels and Lisbon are able to trade directly in any of these markets without the need for a local broker. One of the major benefits from the unification of the Euronext markets is the greater visibility of the listed Portuguese securities as a result of being part of Europe s second largest stock exchange in terms of capitalisation and largest in terms of liquidity. 32

7 Cancellation of Listings on the International Stock Markets Banco Comercial Português Board of Directors adopted a resolution on July 30, 2003, approved by the Senior Board in order to start procedures leading to the cancellation of the listing of BCP s shares on the New York Stock Exchange, the London Stock Exchange, the Frankfurt Stock Exchange and the Euronext Amsterdam Stock Exchange. The planned merger of Euronext Lisbon into the pan-european Euronext NV platform in November 2003, and the simultaneous trading of BCP s shares on several stock markets with reduced liquidity levels, led to the Bank s Board of Directors decision to concentrate the trading of BCP s shares on its home market. The actual cancellation of admission to listing and the consequent suspension of trading in BCP shares took place on the following dates: September 5, 2003 Euronext Amsterdam September 15, 2003 London Stock Exchange September 16, 2003 New York Stock Exchange November 25, 2003 Frankfurt Stock Exchange Prior to the withdrawal of the listing of BCP s ADSs (American Depositary Shares) from the New York Stock Exchange, BCP International Bank Ltd, a wholly-owned subsidiary of Banco Comercial Português, S.A., made early repayment on June 30, 2003, of the 345,676 outstanding preference shares convertible into ADSs or into ordinary BCP shares initially issued in June and July Relations with Investors and with the Financial Community Reflecting BCP s commitment to ensuring effective, transparent and ongoing communication with the financial community, and within the framework of a policy of strengthening relationships with investors, the Bank organised a programme of regular events covering various financial markets in Europe (Lisbon, London, Paris, Frankfurt, Amsterdam and Milan) and in the USA (New York and Boston) involving participation in conferences and roadshows, and the promotion of the first Banco Comercial Português Investors Day. During these events, the Bank contacted about 120 institutional investors through meetings on a oneon-one basis and through teleconference meetings. The following table summarises, in addition to the BCP Investors Day, the main conferences in which BCP participated as guest speaker: 33

8 January 2003 Morgan Stanley 3rd Annual Bank and Insurance Capital Conference April 2003 Euronext Blue Chip Forum Morgan Stanley Southern European Banks Conference 2003 UBS Warburg 2003 Global Financial Services Conference June 2003 First BCP Investors Day, attended by about 40 participants from the leading financial institutions that regularly cover BCP shares. Through this event, Banco Comercial Português sought to promote a forum of discussion and clarification of those questions of greater interest to the investor community (particularly the institutional investors and analysts that monitor BCP s shares) regarding the Bank s business and to provide greater detail as to the evolution of the business and the Group s key strategic focus. October 2003 Santander Central Hispano Santander Portuguese Equities Seminar November 2003 Euronext Investing in Portuguese Companies Within the scope of the Investor Relations Awards, a joint initiative organised by Deloitte & Touche and Semanário Económico and designed to reward companies listed on Euronext Lisbon that provide the market with information in a complete, rigorous and transparent manner, BCP was awarded with prizes for the Best Investor Relations Officer, Best Financial Analyst and Best Issue in Portugal and was nominated for Best Global Investor Relations Programme (PSI20 companies) and Investor Relations Best CEO, as well as with special mentions in the Best Annual Report 2002 and Best Information on Corporate Governance categories. Recommendations by Financial Analysts As from the end of the second quarter of 2003 there was a significant change to the analysts outlook for BCP s shares, expressed in the positive reviews of their investment recommendations and price targets. This largely reflected recognition by the investor and analyst community of the measures adopted by the Bank which were initiated in the previous year, and included divesting from non-core assets and a significant increase in the Group s capital strength. Summary of Recommendations by Financial Analysts Source: Multex Global Estimates 100% 90% 80% 70% 60% 50% 56% 78% 75% 76% 56% 53% 47% 41% 47% 46% 48% 53% 57% Sell / Underweight Hold / Neutral 40% 30% 20% 10% 0% 39% 31% 37% 33% 34% 39% 33% 29% 24% 37% 19% 17% 18% 17% 20% 19% 23% 19% 14% 18% 18% 5% 5% 6% 6% 6% Dec 02 Jan 03 Feb 03 Mar 03 Apr 03 May 03 Jun 03 Jul 03 Aug 03 Sep 03 Oct 03 Nov 03 Dec 03 Buy / Outperform 34

9 Treasury Shares As approved by the Annual General Shareholders Meeting, BCP may acquire or sell treasury shares up to a limit of 10% of its share capital. On December 31, 2002, Banco Comercial Português held no BCP shares, with the exception of 68,254 shares in the trading portfolios of subsidiary companies designed to cover market risks. During 2003 Banco Comercial Português neither bought nor sold BCP shares. As at December 31, 2003, Banco Comercial Português held no treasury shares in its portfolio. Shareholder Structure At the end of 2003 the number of Banco Comercial Português shareholders stood at 241,392. Compared with the previous year this represented a significant increase in the institutional shareholder weight and a decrease in the individual and corporate shareholder segments. The Banco Comercial Português Shareholder Base As At December 31, 2003 Type of Number of Percentage Shareholders Shareholders of Capital Number of Shares per Shareholder Number of Shareholders Percentage of Capital Employees 10, % > 5,000, % Individuals 223, % 500,000 to 4,999, % Companies 6, % 50,000 to 499,999 1, % Institutional % 5,000 to 49,999 19, % < 50, , % Total 241, % Total 241, % Regarding shareholder structure, domestic shareholders account for 98.9% of the total number of shareholders and 54.9% of the Bank s share capital. International shareholders, in turn, although representing just 1.1% of the number of shareholders, account for 45.1% of BCP s capital. Number of Shareholders Shares per Domestic % of Foreign % of Pension % of Investment % of Shareholder Shareholders Capital Shareholders Capital Funds Capital Funds Capital > 5,000, % % % % 500,000 to 4,999, % % % % 50,000 to 499,999 1, % % % % to , % % % % < 5, , % 2, % % % Total 238, % 2, % % % The domestic and international institutional investors include 83 Pension Funds and 31 Investment Funds, which hold shares representing 5.18% and 0.98% respectively of the share capital of Banco Comercial Português. 35