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F. van Lanschot Bankiers N.V. announces an invitation of offers to sell and solicitation of consents in relation to its 600,000,000 Floating Rate Notes due May 2012

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY
 
 
's Hertogenbosch, the Netherlands, 12 February 2008 - F. van Lanschot Bankiers N.V. (the Company) today announced an invitation (the Invitation) to holders of the Company's outstanding 600,000,000 Floating Rate Notes due May 2012 (respectively the Noteholders and the Notes) to offer to sell for cash any and all of their Notes and to consent to certain proposals (the Proposals), subject to the terms and conditions detailed in an Invitation Memorandum dated 12 February 2008 (the Invitation Memorandum). Noteholders who validly offer their Notes for sale pursuant to the Invitation will be deemed to have voted in favour of the Proposals.
 
Background to the Invitation
 
The Invitation is being made to Noteholders in the context of the Company's commitment to balance sheet efficiency. In line with its strategic positioning as a private bank, the Company seeks to attract a large portion of its funding in the form of funds entrusted by its customers. Together with the Company's current policy of reducing its focus on mortgage lending, this means that the Company's high level of liquidity is likely to be sustained for the foreseeable future. The Invitation and the Proposals will, if successful, allow the Company to redeem in full its longest dated wholesale funding at a time when market conditions are favourable towards such a transaction.
 
Details of the Invitation
 
Subject to the terms and conditions of the Invitation, eligible Noteholders who validly offer their Notes for sale no later than the Early Offer Deadline will be eligible to receive the Early Purchase Price of 1,000 for each 1,000 in principal amount of Notes accepted for purchase by the Company. With respect to Notes validly offered for sale after the Early Offer Deadline but on or prior to the Expiration Time on the Expiration Date, Noteholders will receive the Purchase Price of 995 per 1,000 in principal amount, subject to the terms and conditions set out in the Invitation Memorandum. Noteholders whose Notes are accepted for purchase by the Company will also receive accrued interest on the Notes up to (but excluding) the Settlement Date.
 


Notes
Outstanding Principal Amount
ISIN/Common Code
Early Purchase Price
(per 1,000 in principal amount outstanding)
Purchase Price
(per 1,000 in principal amount outstanding)
600,000,000 Floating Rate Notes due May 2012
600,000,000
XS0218607272/
21860727
1,000
995
 
 
The Proposals
 
In conjunction with the Invitation, a Meeting of Noteholders has been convened to consider an extraordinary resolution which, if passed, will entitle the Company to redeem all the outstanding Notes which have not been purchased pursuant to the Invitation, at the Early Redemption Price, being 99.50 per cent of the principal amount of each Note.
 
In addition, a meeting of the holders of the Company's 200,000,000 Lower Tier II Floating Rate Notes due February 2016 (the Subordinated Notes) has been convened to consider and, if thought fit, pass an extraordinary resolution to sanction the amendment to the conditions of the Notes.
 
Timetable


 
The Company reserves the right in its sole discretion to amend, extend, shorten or terminate the Invitation. Details of any such amendment, extension or termination will be notified to Noteholders as soon as possible after it takes place.
 
Eligible holders of the Notes are advised to read carefully the Invitation Memorandum for full details of, and information on, the procedures for participating in the Invitation. BNP Paribas is acting as Dealer Manager. Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. are acting as Tender and Consent Agents.
 
The Company
 
F. van Lanschot Bankiers N.V.
Hooge Steenweg 27-31
5211 JN 's-Hertogenbosch
The Netherlands
 
 
 
The Dealer Manager
 
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Telephone: +44 (0) 207 595 8668
Facsimile:+44 (0) 207 595 5095
 
The Tender and Consent Agents
 
Deutsche Bank AG, London Branch
Winchester House, 1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attention: TSS/Restructuring Group
Telephone: +44 (0) 20 7547 5000
Facsimile: +44 (0) 20 7547 5001
E-mail address: xchange.offer@db.com
 
Deutsche Bank Luxembourg S.A.
2 Boulevard Konrad Adenauer
L-1115 Luxembourg
Attention: CTAS
Telephone: +352 421 22 460
Facsimile: +352 421 22 426
E-mail address: xchange.offer@db.com
 
 
DISCLAIMER
 
This announcement must be read in conjunction with the Invitation Memorandum. This announcement and the Invitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Invitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to offer to sell Notes pursuant to the Invitation. None of the Company, the Dealer Manager or the Tender and Consent Agent makes any recommendation as to whether Noteholders should offer to sell Notes pursuant to the Invitation.
 
INVITATION RESTRICTIONS
 
This Invitation Memorandum does not constitute an Invitation in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws.
 
United States of America
The Invitation is not being made and will not be made directly or indirectly in, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or to U.S. persons as defined in Regulation S under the United States Securities Act of 1933, as amended (US Persons). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of any documents or materials related to this solicitation of offers to sell are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed, forwarded in or into the United States or to any U.S. person. Any purported offer in response to such solicitations of offers to sell resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to sell made by a resident of the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. person will not be accepted.
 
The purpose of the Invitation Memorandum is limited to the Invitation and the Invitation Memorandum may not be sent or given to a person in the United States. Each holder of Notes participating in the Invitation will represent that it is not located in the United States of America and is not a U.S. person and is not giving an order to participate in the Invitation from the United States or on behalf of a U.S. person.
 
Italy
The Invitation is not being made in the Republic of Italy. The Invitation and the Invitation Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Notes are hereby notified that, to the extent such holders are Italian residents and/or persons located in the Republic of Italy (Italian Persons), the Invitation is not available to them and they may not submit offers to sell their Notes and, as such, any Electronic Offer Notice received from such persons shall be ineffective and void, and neither the Invitation Memorandum nor any other offering material relating to the Invitation, or the Notes may be distributed or made available in the Republic of Italy.
 
United Kingdom
For the purpose of section 21 of The Financial Services and Markets Act 2000 (the FSMA), any invitation or inducement to engage in any investment activity included within the Invitation Memorandum is made only to, or directed at, (i) persons within the United Kingdom who are holders of the Notes and therefore fall within the definition of Article 43(2)(b) of the Financial Promotion Order; and (ii) any other persons to whom this Invitation Memorandum for the purposes of section 21 of the FSMA can otherwise lawfully be communicated (all such persons together being referred to as relevant persons), and must not be acted on or relied upon by persons other than relevant persons. Any invitation or inducement to engage in any investment activity included within the Invitation Memorandum is available only to relevant persons and will be engaged in only with relevant persons.
 
France
The Invitation is not being made, directly or indirectly, to the public in the Republic of France. The Invitation Memorandum or any other offering material relating to the Invitation may not be distributed to the public in the Republic of France and only providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and qualified investors (investisseurs qualifiés) other than individuals, all as defined in and in accordance with Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier are eligible to submit offers to sell. The Invitation Memorandum has not been submitted for clearance to the Autorité des Marchés Financiers.
 
Belgium
The Invitation Memorandum and any related documents are not intended to constitute a public offer in Belgium within the meaning of the Law of 16 June 2006 on the public offer of investment instruments and the admission to trading of investment instruments on a regulated market (the Public Offer Law) and may not be distributed to the Belgian public. The Belgian Commission for Banking, Finance and Insurance has neither reviewed nor approved this document or commented on its accuracy or adequacy or recommended or endorsed the Invitation. Only qualified investors within the meaning of Article 10 of the Public Offer Law are eligible to accept the Invitation.
 
 
's-Hertogenbosch, 12 February 2008
 
 
Van Lanschot Media Relations: Etienne te Brake, Corporate Communication spokesperson.
Telephone +31 (0)73 548 3026; Mobile phone +31 (0)6 12 505 110; E-mail e.tebrake@vanlanschot.com
 
Van Lanschot Investor Relations: Geraldine A.M. Bakker-Grier, Investor Relations Manager.
Telephone +31 (0)73 548 3350; Mobile phone +31 (0)6 13 976 401; E-mail g.a.m.bakker@vanlanschot.com
 
Van Lanschot nv is the holding company of F. van Lanschot Bankiers nv, the oldest independent bank in the Netherlands, with a history dating back to 1737. The bank focuses on three target groups: high net-worth individuals, medium-sized businesses (including family businesses) and institutional investors. Van Lanschot stands for high-quality services founded on integrated advice, personal service and customised solutions. Van Lanschot NV is listed on the Euronext Amsterdam Stock Market.
 
 
The press release can be downloaded from the following link: