Regulated information - Ageas announces plans to complete the simplification of its legal structure and a reverse stock split
(Thomson Reuters ONE) -
Ageas announces the final step in its plan to simplify its legal structure by
proposing to its shareholders the merger of ageas N.V. and ageas SA/NV and a 10
to 1 reverse stock split. These transactions are subject to shareholders'
approval at the Extraordinary Meetings of Shareholders scheduled for 28 and 29
June and will be effective as of 7 August 2012 subject to certain conditions.
Main elements of the proposal:
* The merger: all assets and liabilities of the Dutch entity ageas N.V. will
be transferred to the Belgian entity ageas SA/NV and for each ageas N.V.
share, an ageas SA/NV share will be issued. As a consequence, the number of
ageas SA/NV shares held by each shareholder will be doubled.[1]
* A reverse stock split and reverse VVPR strip split: after the merger the
total number of ageas SA/NV shares and the VVPR strips will be divided by
20. If the split does not result in a rounded number of ageas SA/NV shares
or VVPR strips held by a shareholder after the merger, the number of shares
and VVPR strips will be rounded down and the remaining fraction will be paid
in cash.
As a result of both transactions described above, a 10 to 1 reverse stock split
(at the level of the unit) will apply to all shareholders. The price per share
will also multiply by 10, all other things remaining equal. See examples below.
As a consequence of the merger of the two entities and the reverse stock split,
it is expected that on 7 August 2012 the capital of ageas SA/NV will consist of
approximately 240 million shares[2] and approximately 60 million VVPR strips,
listed on NYSE Euronext Brussels and with no listing in Amsterdam. At that time,
shareholders will hold the same percentage shareholding in Ageas as they held
prior to the merger.[3]
Rationale for simplifying the current legal structure and for the reverse stock
split
* The current bi-national structure is no longer aligned with the focus of
Ageas's insurance activities in Belgium, the United Kingdom, Continental
Europe and Asia.
* Only one set of regulatory and legal rules will apply, requiring also less
management time.
* The accounting and legal structure will be simplified.
As a result of the reverse stock split the number of shares outstanding,
approximately 240 million, will be more in line with the order of magnitude of
the number of shares outstanding of peer companies. Following the reverse stock
split, the Ageas share price will also be at a level that is more appropriate
for a company of the size and scope of Ageas.
Commenting on the transaction, CEO Bart De Smet said: "We have stated on many
occasions that it was our intention to explore ways to simplify Ageas. We have
made important progress in this regard over the past two years. We have
streamlined our insurance activities and restructured our business activities
into four distinct regions, devolving management responsibilities to four
regional CEOs. We have also reduced the volatility of the General Account. The
creation of a single stock quoted entity is a logical next step in this process,
leading to a welcome simplification in our corporate governance process. As we
complete this transaction it is also the right time to initiate a reverse stock
split which is another step in helping to make Ageas shares more attractive as a
mainstream insurance company investment stock"
Conditions to the transaction
The merger (and by extension the reverse stock split) will only take place if
two conditions are met:
* The number of shares for which shareholders of ageas N.V. would like to
exercise their withdrawal right and ask for compensation should be lower
than 0.25% of the total number of ageas N.V. shares.
* Any opposition by creditors of ageas N.V. against the merger (and by
extension the reverse stock split) is waived by any such creditor or
dismissed by a court decision on 3 August 2012 at the latest.
Examples
1. A shareholder owning 1,000 Ageas Units for an amount of EUR 1,600 (assuming
a price of EUR 1.6), representing 1,000 ageas SA/NV (B) shares and 1,000
ageas N.V. (NL) shares for a total amount of EUR 1,600.
* Following the merger, he/she will hold 2,000 old ageas SA/NV shares,
still for a total amount of EUR 1,600.
* Through the reverse stock split, he/she will ultimately hold 100 new
ageas SA/NV shares for the same amount of EUR 1,600 (representing a
share price of EUR 16)
2. A shareholder owning 995 Ageas Units for an amount of EUR 1,592 (assuming a
price of EUR 1.6) and 995 VVPR strips.
* Through the merger, he/she will hold 1,990 old ageas SA/NV shares, still
for a total amount of EUR 1,592 and he/she still holds 995 VVPR strips.
* The reverse stock split will result in a conversion into 99 new ageas
SA/NV shares as 1,990 divided by 20 equals 99.5, rounded to 99 for a
total amount of EUR 1,584. A payment in cash will be made for the former
5 Units (at EUR 1.6).
* The reverse split of the VVPR strips will lead to 49 (995 divided by 20
equals 49.75, rounded to 49) new ageas SA/NV VVPR strips and a payment
in cash will be made for the remaining 15 VVPR strips (being 75% of the
20 VVPR strips)
Practicalities
The merger and reverse stock split are subject to the approval at the
Extraordinary Meetings of Shareholders on 28 and 29 June and will be effective
as of 7 August 2012 subject to the conditions outlined above.
In order to achieve these deadlines, the following timetable applies:
The Extraordinary General Meeting of Shareholders of ageas SA/NV will be held on
21 May at 10 am at the rue Marquis 1 in Brussels and the Extraordinary Meeting
of Shareholders of ageas N.V. will be held at Archimedeslaan 6 in Utrecht on the
same date at 4 pm. Information on presence or voting rights can be found in the
agenda officially published.
Based on past experience, these Meetings are unlikely to attain the required
attendance quorum - i.e. that at least 50% of the capital must be represented -
and thus these Meetings will not be able to decide validly.
Shareholders of ageas SA/NV and ageas N.V. will be informed on this matter on
16 May 2012 and will then be invited to the Extraordinary Meetings of
Shareholders of ageas N.V. and ageas SA/NV to be held on 28 June 2012 in Utrecht
and on 29 June 2012 in Brussels. These Meetings will then be able to validly
deliberate and decide on all the items on the agenda regardless of the capital
represented. If the transaction is approved by the shareholders during these
Meetings, the single ageas SA/NV share would start trading on NYSE Euronext
Brussels on 7 August 2012.
With respect to the Meetings and the consequences of the transaction for the
individual shareholders, the prospectus and all other relevant documents will be
published today on the Ageas's website, www.ageas.com.
In attachment of this press release, you will find a visual presentation of the
transaction and the result of the transaction.
Any questions relating to these Meetings should be sent to ir(at)ageas.com.
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
--------------------------------------------------------------------------------
[1] The shares of ageas SA/NV and the ones of ageas N.V. are twinned, so that
they may not be issued or transferred separately, and represented by Units
(also called 'Ageas's shares'). Each Unit represents one share in the share
capital of ageas SA/NV and one share in the share capital of ageas N.V.
[2] Based on the number of outstanding shares as per 29 March 2012.
[3] Subject to the exercise by shareholders of ageas N.V. of their withdrawal
right.
Pdf version of the press release:
http://hugin.info/134212/R/1598166/503866.pdf
Transaction scheme:
http://hugin.info/134212/R/1598166/503867.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#1598166]
Unternehmensinformation / Kurzprofil:
Datum: 29.03.2012 - 07:32 Uhr
Sprache: Deutsch
News-ID 129698
Anzahl Zeichen: 11233
contact information:
Town:
Brussel
Kategorie:
Business News
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"Regulated information - Ageas announces plans to complete the simplification of its legal structure and a reverse stock split"
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