Authorisation
The establishment of the Programme and the issue of Notes have been duly authorised by a resolution of the shareholders’ meeting and of the Board of Directors of BSF dated 25 January, 2008. The giving of the Guarantee has been duly authorised by a resolution of the Board of Directors of the Guarantor dated 19 December, 2007.
Issues of Notes under the Programme will be exempted to comply with certain formalities contained in the Spanish Companies Act of 1989, as amended, in accordance with the Article 30 ter of the Securities Market Law (Law 24/1998 of 28th July).
Listing of Notes
The admission of Notes to the Official List will be expressed as a percentage of their nominal amount (excluding accrued interest). It is expected that each Tranche of Notes which is to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive) will be admitted separately as and when issued, subject only to the issue of a Global Note or Notes initially representing the Notes of such Tranche.
Documents Available
For the period of 12 months following the date of this Base Prospectus, copies of the following documents will, when published, be available from the registered office of the Issuer or the Guarantor:
(a) the constitutional documents of each of the Issuer and the Guarantor;
(b) The audited annual financial statements of BSF for the financial years ended 31st December, 2006 and 31st December, 2007 (including the unqualified audit reports issued in respect thereof) prepared in accordance with Spanish generally accepted accounting principles and its English translation filed with the CNMV and made available on their website www.cnmv.es.
(b) The audited consolidated annual financial statements of the Guarantor for the financial years ended 31st December, 2006 and 31st December, 2007 (including the unqualified audit reports issued in respect therof) prepared in accordance with EU-IFRS filed with the CNMV and the English translation of these audited consolidated annual financial statements as made available from on its website www.bbva.com.
(c) The Documento de Registrofiled by the Guarantor before the CNMV on 17thApril 2008.
(d) The published interim financial statements of the Guarantor (on a consolidated basis) for the three month period ending 31stMarch, 2008 and the English translations of these financial statements of Guarantor as made available on its website www.bbva.com.
(e) a copy of this Base Prospectus;
(f) the Agency Agreement, the Guarantee, the forms of the Temporary Global Notes, the Permanent Global Notes, the Definitive Notes, the Receipts and the Coupons, the Talons and the Deed of Covenant;
(g) any future offering circulars, prospectuses, information memoranda and supplements including Final Terms relating to Notes which are admitted to listing, trading and/or quotation by any listing
authority, stock exchange and/or quotation system (save that a Final Terms relating to a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer and the Paying Agent as to its holding of Notes and identity) to this Base Prospectus and any other documents incorporated herein or therein by reference; and
(h) in the case of each issue of listed Notes subscribed pursuant to a subscription agreement, the subscription agreement (or equivalent document).
Clearing Systems
Euroclear and Clearstream, Luxembourg
The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels. The address of Clearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855, Luxembourg.
Iberclear
The Book Entry Notes to be listed into a Spanish regulated market will be accepted for clearance through Iberclear. The appropriate ISIN for each Tranche of Notes allocated by Iberclear will be specified in the applicable Final Terms.
The address of Iberclear is Plaza de la Lealtad, nº 1, 28014 Madrid, Spain. Additional or alternative clearing systems
If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms.
Conditions for determining price
The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.
Significant or Material Change
There has been no significant change in the financial or trading position and no material adverse change in the prospects of the Issuer since 31st December, 2007.
There has been no significant change in the financial or trading position of the Group since 31 December 2007 and there has been no material adverse change in the financial position or prospects of the Group since 31st December, 2007.
Litigation
Neither the Issuer, the Guarantor nor the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer
or the Guarantor are aware) in the 12 months preceding the date of this document which may have, or have had, in such period a significant effect on the financial position or profitability of the Issuer or the Group.
Auditors
The auditors of the BSF are Deloitte, S.L., registered as auditors on the Registro Oficial de Auditores de cuentas (ROAC), Nª S0692, which have audited the Issuer’s accounts without qualification which have been prepared in accordance with generally accepted accounting principles and practices in Spain for the financial year ended 31st December, 2007 and 31st December, 2006.
The auditors of the Guarantor are Deloitte, S.L. (registered as auditors on the Registro Oficial de Auditores de Cuentas), which have audited the Guarantor’s accounts without qualification, for each of the two financial years ended 31st December, 2007 and 31st December, 2006 which have been prepared in accordance with EU-IFRS.
Post-issuance information
The Issuer does not intend to provide any post-issuance information in relation to any issues of Notes.
Relevant Dealer's transactions with the Issuer and the Guarantor
It is possible that the relevant Dealer appointed in relation to the Notes and their affiliates has engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer, the Guarantor and their affiliates in the ordinary course of business.