Regulated information - Ageas announces the Extraordinary General Meetings of Shareholders of ageas N.V. and ageas SA/NV
(Thomson Reuters ONE) -
Ageas previously announced on 29 March 2012 its plans to simplify the legal
structure of the company by proposing to shareholders the merger of ageas N.V.
and ageas SA/NV and a 10 to 1 reverse stock split.
Given that the required attendance quorum will not be reached at the
Extraordinary General Meeting of Shareholders of ageas SA/NV on 21 May 2012,
shareholders are invited to the Meetings on 28 June 2012 in Utrecht and 29 June
2012 in Brussels.
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.
* 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 the transactions described above, a 10 to 1 reverse stock split
(at the level of the unit) will apply to all shareholders.
Conditions of 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.
More information, examples, the press release of 29 March, the visual
presentation of the simplification, Questions & Answers can be found on
http://www.ageas.com/en/Pages/simplification%20structure.aspx.
Practicalities
The merger and reverse stock split are subject to the approval at the
Extraordinary Meetings of Shareholders on 28 and 29 June 2012 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 N.V. will be held in
the Jaarbeurs in Utrecht on 28 June 2012 at 10:00 am and the Extraordinary
General Meeting of Shareholders of ageas SA/NV will be held in the National
Theater in Brussels on 29 June 2012 at 10:00 am. Information on presence or
voting rights can be found in the convening notice officially published.
With respect to these Meetings, the following documents will be published today
on the Ageas website, http://www.ageas.com/en/Pages/shareholdersmeeting.aspx :
· An explanatory note relating to all items on the agenda;
· The report of the auditor of ageas SA/NV on the Merger, pursuant to
article 772/9 of the Belgian Company Code.
The annual reports including the Financial statements of both ageas SA/NV and
ageas N.V. for the financial years 2008, 2009, 2010 and 2011 and the auditor's
report or certificates are available on
http://www.ageas.com/en/Pages/annualreports.aspx.
Shareholders will only be admitted to and will only be able to vote at the
Meeting if, on the Registration Date, they hold the number of shares for which
they have indicated their intention to exercise their right to vote at the
Meeting, irrespective of the number of shares they hold on the date of the
Meeting.
This Record Date has been set at 31 May 2012 at midnight (CET) for the Meeting
of ageas N.V. and at 15 June 2012 at midnight (CET) for the Meeting of ageas
SA/NV.
In addition, shareholders wishing to attend the Meeting should declare their
intentions no later than
22 June 2012 for the ageas N.V. meeting and no later than 23 June 2012 for the
ageas SA/NV meeting.
Shareholders wishing to be represented at these Meeting(s) should return the
proxy form(s) before those same dates.
Any questions relating to these Meetings should be sent to info(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
PDF version press release:
http://hugin.info/134212/R/1612490/513260.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#1612490]
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