On 18 December 2012 Banco Sabadell and Banco Mare Nostrum, S.A. (BMN) reached an agreement for the transfer to Banco Sabadell of assets and liabilities forming the branch banking business of BMN in the regions of Catalonia and Aragon (“BMN-Penedès”). On 31 May 2013 the deal completed and Banco Sabadell took control of the business on 1 June.

Under the agreement Banco Sabadell acquired assets and liabilities totalling €9,779 million and €9,625 million respectively, including €9,433 million in loans and advances and some €9,200 million in deposits. The €154 million difference between the net assets and the liabilities was the purchase consideration payable to BMN. The transaction spurred a reorganization of the Banco Sabadell’s branch network in Catalonia, leading to the creation of a new Catalonia Regional Division to which the Banco Sabadell and BMN-Penedès branches were transferred. The former BMN branches in Aragon were assigned to the Bank’s existing Northern Regional division. These arrangements combine the advantages of centralized management at regional level with local specialization to meet the needs of both regions.

On 29 April 2013 the Bank concluded an agreement with Lloyds TSB Bank Plc to acquire the entire share capital of its Spanish subsidiaries Lloyds Bank International, S.A.U. (“LBI”) and Lloyds Investment España, S.G.I.I.C., S.A.U. (“Lloyds Investment”). On 30 June Banco Sabadell took control of the two companies involved in the transaction.

After the acquisition the name of LBI was changed to Sabadell Solbank, S.A.U. The names of subsidiary companies in the LBI group were also changed. Under the terms of the deal, Banco Sabadell acquired assets and liabilities totalling €1,705 million. The acquired business consisted almost entirely of mortgage loans (97% of all gross loans and advances, amounting to €1,598 million) and deposits of individual non-resident account holders.

The purchase consideration for 100% of the shares in the two Spanish companies was the delivery of 53,749,680 shares in Banco Sabadell from the Bank’s holding of treasury shares, the fair value of which at the time of taking control amounted to €68.5 million (€84 million on the date on which the purchase agreement was signed by Banco de Sabadell and Lloyds Bank), and the payment to Banco Sabadell of a cash sum of €1.5 million by way of a price adjustment.

This shareholding has resulted in Lloyds TSB becoming a stable shareholder: not only has it undertaken not to transfer the shares received until 30 April 2015, but a long-term strategic alliance in the commercial, corporate and private banking areas has been agreed between the Bank and Lloyds TSB. The transaction did not affect Banco Sabadell’s capital ratios since the holding acquired by Lloyds Bank absorbs the capital consumed due to the requirements of the assets acquired.

On 17 April 2013 Banco Sabadell made a bid for Banco Gallego, S.A. in a competitive auction to sell off the business. It then went into negotiations with Spain’s Fund for Orderly Bank Restructuring (FROB) on the possible terms of a purchase deal. On 19 April 2013 Banco Sabadell’s bid for Banco Gallego was accepted and a contract was concluded for the purchase of 100% of the shares in Banco Gallego, S.A. for a consideration of one euro. The purchase was subject to the condition that completion would take place once the FROB had paid in €245 million of new capital to Banco Gallego and once action had been taken to buy back Banco Gallego preference shares as part of the arrangements for the resolution of that undertaking. On 30 June the Bank took control of the business

The intention is that Banco Gallego, S.A. and SabadellSolbank will be merged into Banco Sabadell and that both businesses will be integrated into the Bank during the first quarter of 2014.