Regulated information - Ageas shares and FRESH securities expected to be temporarily suspended today in connection with MCS court decision
(Thomson Reuters ONE) -
If, as expected, the Brussels Commercial Court today renders its judgment
relating to the Mandatory Convertible Securities (MCS)(1), the trading in Ageas
shares(2) on NYSE Euronext Brussels and Amsterdam, and in FRESH(3) securities on
the Luxembourg Stock Exchange will be temporarily suspended, at the request of
Ageas and Ageasfinlux.
The Brussels Commercial Court is expected to render a judgment in proceedings
initiated by former MCS holders. The plaintiffs requested that the court
validate the decision taken by the MCS bondholders' meeting to postpone the
original maturity date of the MCS to 7 December 2030 and to annul the conversion
on 7 December 2010 of the MCS into Ageas shares or, alternatively, to award
damages provisionally set at EUR 1.75 billion.
The suspension of the Ageas shares and FRESH securities at the reception of the
judgment of the Brussels Commercial Court will allow for a smooth and
transparent communication to the market. The same procedure was already followed
in February 2011 when the court rendered its judgment on the FRESH securities.
Following a review of the court decision, Ageas and Ageasfinlux will issue a
joint press release as soon as possible thereafter summarizing the key elements
of the decision and, to the extent possible, the principal consequences for the
companies. Trading in Ageas shares and the FRESH securities will resume shortly
after the publication of this press release.
(1) The Mandatory Convertible Securities ("MCS") were unsecured and subordinated
convertible bonds with a nominal amount of EUR 2 billion, issued on 7 December
2007 by the former Fortis Bank Nederland (Holding) N.V. (now ABN AMRO Bank
N.V.), Fortis Bank SA/NV, Fortis SA/NV (now ageas SA/NV) and Fortis N.V.(now
ageas N.V.).
ABN AMRO Bank N.V. was the primary co-obligor and has accounted for the MCS in
its financial statements. The bonds were converted into Fortis (now Ageas)
shares on 7 December 2010. This conversion was mandatory under the terms of the
MCS.
(2) ISIN BE0003801181
(3) The Floating Rate Equity-linked Subordinated Hybrids ("FRESH") are undated
capital securities with a denomination of EUR 250,000 per security and issued
for a total nominal amount of EUR 1.250 billion. They were issued in 2002
by Fortfinlux (now Ageasfinlux), a Luxembourg company, to improve the capital
position of the former Fortis group. The FRESH constitute mandatory
convertible obligations of Ageasfinlux, with Ageas SA/NV and Ageas N.V. as co-
obligors. Coupons on the FRESH are payable quarterly at a variable rate equal to
3-month EURIBOR plus 1.35%. To date, the FRESH securities have been treated
as non-innovative capital instruments for regulatory purposes, due to their
deeply subordinated characteristics and their mandatory conversion into Ageas
shares. The number of underlying shares amounts to 39,682,540. The FRESH have no
maturity date, but may be exchanged for Fortis (now Ageas) shares at a price of
EUR 31.50 per share at the discretion of the holder. The FRESH will
automatically be converted into Fortis (now Ageas) shares if the price of the
Fortis (now Ageas) share is equal to or higher than EUR 47.25 for 20 consecutive
stock exchange business days. ISIN XS0147484074 and XS0147484314 (144A).
Ageas is an international insurance company with a heritage spanning more than
180 years. Ranked among the top 20 insurance companies in Europe, Ageas has
chosen to concentrate its business activities in Europe and Asia, which together
make up the largest share of the global insurance market. These are grouped
around four segments: Belgium, United Kingdom, Continental Europe and Asia and
served through a combination of wholly owned subsidiaries and partnerships with
strong financial institutions and key distributors around the world. Ageas
operates successful partnerships in Belgium, UK, Luxembourg, Italy, Portugal,
Turkey, China, Malaysia, India and Thailand and has subsidiaries in France, Hong
Kong and UK. It is the market leader in Belgium for individual life and employee
benefits, as well as a leading non-life player, through AG Insurance, and in the
UK, it has a strong presence as the third largest player in private car
insurance and the over 50's market. It employs more than 13,000 people and has
annual inflows of more than EUR 17 billion.
MEDIA CONTACT
+32 (0)2 557 57 37 / +32 (0) 479 79 50 02
INVESTOR RELATIONS
Brussels
+32 (0)2 557 57 33
Utrecht
+31 (0)30 252 53 05
Ageas
Rue du Marquis 1 - 1000 Brussels - Belgium
Archimedeslaan 6 - 3584 BA Utrecht - The Netherlands
www.ageas.com
Ageasfinlux S.A. is a company with limited liability under Luxembourg law
established in Luxembourg and registered with the Register of Commerce and
Companies under number R.C.S. Luxembourg B-86976. Ageasfinlux SA was established
to obtain financing through the issuance of the FRESH Capital Securities. It has
no employees and no trading activities.
Ageasfinlux S.A.
65 Boulevard Grande-Duchesse Charlotte
L-1331 Luxembourg
Pdf version of the press release:
http://hugin.info/134212/R/1596711/503136.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Ageas via Thomson Reuters ONE
[HUG#1596711]
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