F. van Lanschot Bankiers N.V. announces the successful completion of its invitation of offers to sell and solicitation of consents in relation to its 600,000,000 Floating Rate Notes due May 2012
F. van Lanschot Bankiers N.V. (Van Lanschot) today announced the successful completion of its 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).
At the Expiration Time of the Invitation (12:00 hours CET on 3 March 2008), Van Lanschot had received offers for sale of and has accepted for purchase 463,087,000 in aggregate principal amount of the Notes (77.18% of principal outstanding).
Subject to the terms and conditions of the Invitation, eligible Noteholders who validly offered their Notes for sale no later than the Early Offer Deadline (21 February 2008, 16:00 hours) are eligible to receive the Early Purchase Price of 1,000 for each 1,000 in principal amount of Notes accepted for purchase by Van Lanschot. With respect to Notes validly offered for sale after the Early Offer Deadline but on or prior to the Expiration Time, 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 Van Lanschot will also receive accrued interest on the Notes up to (but excluding), 11 March 2008 (the Settlement Date).
Meetings of Noteholders
At the meeting of the Noteholders held on 5 March 2008, the Noteholders passed an Extraordinary Resolution entitling Van Lanschot, subject to the passing of the Subordinated Notes Resolution referred to below, to amend the conditions of the Notes thereby entitling Van Lanschot at any time on or after 28 March 2008 upon not less than three Business Days' irrevocable notice to redeem all the outstanding Notes which have not been purchased pursuant to the Invitation, at the Early Redemption Price, being 99.50 percent of the principal amount of each Note.
In addition, at a meeting of the holders of Van Lanschot's 200,000,000 Lower Tier II Floating Rate Notes due February 2016 (the Subordinated Notes), held on 5 March 2008, holders of the Subordinated Notes passed the Subordinated Notes Resolution (as defined in the Invitation Memorandum) to sanction such amendment to the conditions of the Notes.
Pursuant to the passing of the Extraordinary Resolution and the Subordinated Notes Resolution, Van Lanschot has announced that notice will be given to the Noteholders that it intends to redeem all outstanding, un-tendered Notes on 28 March 2008 at the Early Redemption Price, being 99.5% of the principal amount of each Note, together with accrued and unpaid interest on such Notes up to, but excluding, 28 March 2008.
BNP Paribas acted as Dealer Manager on the transaction. Deutsche Bank AG, London Branch acted as Principal Tender and Consent Agent and Deutsche Bank Luxembourg S.A. acted as Luxembourg Tender and Consent Agent
All requests for information in relation to the Invitation should be directed to the Dealer Manager:
The Dealer Manager
10 Harewood Avenue
London NW1 6AA
Telephone: +44 (0) 207 595 8668
Facsimile:+44 (0) 207 595 5095
's-Hertogenbosch, 6 March 2008
Van Lanschot Media Relations: Etienne te Brake, Corporate Communication spokesperson.
Van Lanschot Investor Relations: Geraldine A.M. Bakker-Grier, Investor Relations Manager.
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: