NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES
· An impressive 93.8% of the holders of the 2004 perpetual securities accept Van Lanschot's offer to exchange or sell these securities for cash
· Holders of the 2004 perpetual capital securities (NL 0000116374) accept for 60%, or EUR 89.4 million, Van Lanschot's offer to exchange these securities for Senior Notes, which underlines investor's long-term confidence in Van Lanschot's stability
· This transaction and the repurchase of the 2005 Securities results in an improvement of the Core Tier I ratio by approximately 25 bps
Constant Korthout, CFO/CRO Van Lanschot: "In September, Van Lanschot decided to make investors an offer to sell for cash or exchange its outstanding perpetual capital securities. The supervisory authorities sanctioned these transactions partly based on Van Lanschot's solid capital and liquidity position. For investors, this offered the opportunity to exit an illiquid security. For Van Lanschot, the transaction further improved the quality of its capital base through the creation of core capital, in anticipation of the new Basel III requirements. The uptake on the offer for the 2005 Securities was very successful, as also applies to the offer for the 2004 Securities. The massive interest of investors in the offer to exchange the securities for Senior Notes due 2018, underlines investor's long-term confidence in Van Lanschot's stability."
On 29 September 2011, F. van Lanschot Bankiers N.V. (the Company) invited holders of its outstanding EUR 165,000,000 Perpetual Capital Securities (the 2004 Securities) to either (i) offer to exchange any and all of such 2004 Securities for Euro denominated 2.25 per cent. Senior Notes due 2018 (the New Exchange Securities) to be issued by the Company (the Exchange Offer) or (ii) tender any and all of their 2004 Securities for purchase by the Company for cash (the Tender Offer, and together with the Exchange Offer, the Offers).
The Offers were made on the terms and subject to the conditions and restrictions set out in the Offer Memorandum dated 29 September 2011. Capitalised terms used in this announcement, but not defined, have the meanings given to them in the Offer Memorandum.
Each of the Offers expired at 4 p.m. (London time) on 19 October 2011.
The Company hereby announces that the final aggregate nominal amount of the 2004 Securities validly:
(i) offered for exchange pursuant to the Exchange Offer is EUR 89,401,000; and
(ii) tendered for purchase pursuant to the Tender Offer is EUR 59,493,000.
All 2004 Securities validly offered for exchange or tendered for purchase have been accepted for exchange for New Exchange Securities or purchased by the Company in full, as applicable, and will be cancelled following settlement of the Offers by the Company. Following settlement of the Offers, the Company will cancel all such 2004 Securities accepted for exchange or purchased in the aggregate principal amount of EUR 155,108,000 of the 2004 Securities, representing approximately 94% of its original issue size.
|2004 Securities||ISIN||Aggregate amount outstanding||Principal amount accepted for exchange||ISIN New Exchange Securities||Principal amount accepted for purchase||Outstanding principal amount of 2004 Securities following completion of the Offers|
165,000,000 Perpetual Capital Securities
|NL0000116374||EUR 158,786,000||EUR89,401,000||NL0009706340||EUR 59,493,000||EUR 9,892,000|
Settlement is expected to occur on 24 October 2011, when (i) EUR 89,401,000 in aggregate principal amount of New Exchange Securities will be issued and Cash Amounts will be paid in respect of the 2004 Securities accepted for exchange and (ii) the Purchase Price and the Cash Amounts for the 2004 Securities accepted for purchase will be paid. The Company intends to issue at settlement of the Offers additional securities of the same series and with the same terms and conditions as the New Exchange Securities in the amount of EUR 5,599,000, which when combined with the New Exchange Securities brings the total aggregate principal amount of new securities to EUR 95,000,000.
The Exchange and Tender Agent
Citibank N.A. (+44 20 7508 3867 / email@example.com)
DISCLAIMER This announcement must be read in conjunction with the Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Exchange and Tender Agent to inform themselves about, and to observe, any such restrictions.
's-Hertogenbosch, 20 October 2011
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. Van Lanschot 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 Euronext Amsterdam.
The press release can be downloaded from the following link: