HSBC Drops Financiera Independencia

Financiera Independencia, S.A.B. de C.V., SOFOM, E.N.R. (BMV: FINDEP), (Independencia) a Mexican microfinance lender of personal loans to lower income segment individuals, announced today that HSBC Overseas Holdings UK Limited (HOHU), has informed the company of its intention to divest its entire stake in Independencia, which represents 126,999,000 shares equivalent to 18.68% of total shares outstanding. At the same Independencia's controlling shareholders have indicated interest in increasing their ownership stake in Independencia by acquiring 76,999,000 shares owned by HOHU. The shares will be acquired through the two trusts that each group of individuals created to hold their stake in Independencia. The company has been informed that HOHU and these trusts will formalize such purchase and sale transaction through a private agreement pursuant to the right of first refusal provided under the shareholders' agreement in place among them and HOHU, which shall be thereafter terminated.

HSBC Overseas Holdings UK Limited mentioned that "since we initially met Financiera Independencia we liked very much its business model, its positioning, its management team and its profitability. Those characteristics remain as strong as ever. HOHU's decision to divest its stake in the company is consistent with HSBC's global strategy to focus in its core banking business".

Simultaneously, HSBC Mexico, S.A. (HSBC Mexico) confirmed to Independencia its willingness to increase Independencia's outstanding line of credit from Ps 2,000 million to Ps 2,500 million.

Jose Rion, Chairman of the Board of Independencia, commented "we have very much enjoyed having HOHU as our strategic partner and are sorry to see them leave the partnership. However, we recognize that their departure increases our flexibility going forward." The HSBC group will continue to hold a seat in Independencia's board.

As a result of HOHU's exit, Independencia's board has decided to call to an Extraordinary Shareholders' Meeting to discuss an amendment of its by-laws and a reduction in its shareholders' equity through the amortization of up to a total of 50 million shares at a reimbursement price per share of Ps 12.35, which is exactly the same price at which the controlling shareholders will buy shares directly from HOHU. If this transaction is approved at the Shareholders' Meeting, the total shares outstanding will be reduced from 680 million shares to 630 million shares. In addition, all the shareholders of Independencia may participate in the capital reduction proportionally to their stake in the company. The controlling shareholders have informed Independencia that in case that HOHU still owns any Independencia's shares after the amortization takes place, they will be acquiring such shares.

After the amortization is completed, the equity to assets ratio will be reduced from 39.8% to approximately 25.6%, resulting in a solid equity ratio to continue supporting strong asset growth in the near future. With such reduction in excess capital, Independencia reaffirms its commitment to use its capital in the most efficient way without compromising growth. Moreover, the resulting equity ratio is more in line with that of the Mexican banking industry.

The share amortization to be proposed at the Shareholders' Meeting is a transaction highly accretive to current shareholders (5.4% in proforma 2008 EPS) so we expect the Shareholders' Meeting to approve this transaction.

Through the above mentioned transactions, the controlling shareholders of Independencia will increase its ownership stake in the company from 63.93% to at least 81.22%.