Following approval last Friday by the Council of Ministers, the Sociedad Estatal de Participaciones Industriales (SEPI) offers a maximum of 33 million shares in Repsol, S.A., representing 11% of capital equity. This offering comprises an institutional tranche and a retail tranche, directed to national and international markets. The operation begins today, Wednesday, January 17th, and provides special incentives to raise the interest of small investors.

At the current Repsol share price, the operation will amount to approximately 130 billion pesetas. The Prospectus on the Public Share Offering was registered yesterday at the Comisi�n Nacional del Mercado de Valores (CNMV) and the Securities and Exchange Commission (SEC) of the United States.

The Institutional Offer is comprised of five tranches: Spain, the United Kingdom, Continental Europe, the United States and the rest of the world. The Retail Offer, for which a minimum purchase application of 50,000 pesetas and a ceiling of 10 million pesetas has been set, is sub-divided into a general and a special tranche, the latter directed to Repsol Group employees, pensioners and distributors.

Buying applications and purchase orders

Applications to buy shares may be placed between January 17th and 29th, and may be revoked until 14.00 hours on February 2nd. If not revoked, these will become firm buying orders. Irrevokable buying orders may also be placed between January 30th and February 2nd, once the maximum selling price has been set.

Only investors making purchase applications up to January 29th and not revoking them will have priority in the pro-rata if the offering is not increased. The retail and institutional buying prices will be set on February 5th.

Incentives

This offer provides considerable incentives for retail investors, who will have the right to a 4% discount on the weighted average quotation on the Continuous Market for February 5th, and an additional discount of up to 10% on the buying price. This discount will be paid at 12 months and a day, in cash, from March 10th, 1997 onwards, should the average share price for the last 20 Stockmarket sessions prior to the date of 12 months after the original offering be lower than the price at which they were bought, providing they have been kept for at least 12 months.

Structure of the Operation

SEPI has appointed the Banco Bilbao Vizcaya (BBV) and Goldman Sachs as global co-ordinators for all tranches included in the transaction.

Each tranche will be headed by one or several lead-managers and/or several co-lead managers, who, together with the other co-managers, will form the syndicate for each of the aforementioned tranches.

Lead managers for the Spanish retail tranche will be: Argentaria, BBV, BCH, BSN, Caja de Madrid and La Caixa. Co-lead managers will be CECA, Banco Popular, Banco Urquijo, BBK and Mercavalor. AB Asesores, Bancaja, Benito & Monjard�n, Beta Capital, BNP, Cr�dit Lyonnais and Deutsche Bank will be underwriters.

For the Spanish institutional tranche, the lead manager for the underwriting syndicate will be BCH, and co-lead managers will be Argentaria, BBV Interactivos, Banco Santander de Negocios, Caja de Madrid and La Caixa. Ahorro Corporaci�n, AB Asesores, FG and Norbolsa will be underwriters.

Joint lead managers for the Continental European tranche will be Argentaria and Paribas, who will be Joint Book Runners. Co-lead managers will be BBV Interactivos, Deutsche Morgan Grenfell, Goldman Sachs and UBS. BSN, Cr�dit Lyonnais and Dresdner Kleinwort will be underwriters.

Goldman Sachs will be lead manager for the United States tranche. Co-lead managers will be BSN, CSFB, JP Morgan, Merril Lynch and Morgan Stanley.

Joint lead managers for the United Kingdom will be BSN and SBC Warburg, who will also be Joint Book Runners. Co-lead managers will be BBV Interactivos, Dresdner Kleinwort, Goldman Sachs and Merrill Lynch. BZW, Cazenove, Cr�dit Lyonnais and Natwest will be underwriters.

CSFB has been appointed lead-manager for the Rest of the World tranche, whilst Daiwa, Goldman Sachs and Wood Gundy will be co-lead managers. Underwriters for this tranche will be BCH, HSBC and Paribas.

DATES FOR THE FOURTH REPSOL PRIVATIZATION

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