F. van Lanschot Bankiers N.V. announces exchange and tender offer for ?165,000,000 Perpetual Capital Securities and tender offer for ?150,000,000 Perpetual Capital Securities
(Thomson Reuters ONE) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO
THE UNITED STATES (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
F. van Lanschot Bankiers N.V. (the Company) today announces its invitation to
holders (subject to the offer and distribution restrictions referred to below)
of its outstanding:
(A) ?165,000,000 Perpetual Capital Securities (the 2004 Securities) to (i) offer
to exchange (the Exchange Offer) 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 under its Euro 5,000,000,000 Debt
Issuance Programme (the Programme) or (ii) tender any and all of their 2004
Securities for purchase by the Company for cash (the 2004 Tender Offer, and
together with the Exchange Offer, the 2004 Offers).
(B) ?150,000,000 Perpetual Capital Securities (the 2005 Securities and together
with the 2004 Securities, the Existing Securities) to tender any and all of
their 2005 Securities for purchase by the Company for cash (the 2005 Tender
Offer and together with the 2004 Tender Offer, the Tender Offers).
The Tender Offers and the Exchange Offer are herein together referred to as the
Offers. The 2004 Offers are being made on the terms and subject to the
conditions and restrictions set out in an Offer Memorandum dated 29 September
2011 (the Offer Memorandum) and the 2005 Tender Offer is made on the terms and
subject to the conditions and restrictions set out in a Tender Offer Memorandum
dated 29 September 2011 (the Tender Offer Memorandum, and together with the
Offer Memorandum, the Memorandums).
Characteristics of the Existing Securities and the New Exchange Securities
+------------+------------+------+----------+--------+----------+------------+--------+--------+
|Securities |ISIN |Type |Coupon |First |Maturity |Aggregate |Exchange|Purchase|
| | | | |call |Date |amount |Ratio |Price |
| | | | |date[1] | |outstanding |(%) |(%) |
+------------+------------+------+----------+--------+----------+------------+--------+--------+
|EXISTING SECURITIES |
+------------+------------+------+----------+--------+----------+------------+--------+--------+
|?150,000,000|NL0000117745|Tier 1|4.855 per |14 |Perpetual |?141,950,000|N/A |82.50 |
|Perpetual | | |cent. |December| | | | |
|Capital | | |until the |2015 | | | | |
|Securities | | |first call| | | | | |
| | | |date and | | | | | |
| | | |thereafter| | | | | |
| | | |3-months | | | | | |
| | | |EURIBOR | | | | | |
| | | |plus 2.32 | | | | | |
| | | |per cent. | | | | | |
+------------+------------+------+----------+--------+----------+------------+--------+--------+
|?165,000,000|NL0000116374|Tier 1|A floating|29 |Perpetual |?158,786,000|100 |75 |
|Perpetual | | |rate by |October | | | | |
|Capital | | |reference |2014 | | | | |
|Securities | | |to Dutch | | | | | |
| | | |State | | | | | |
| | | |loans plus| | | | | |
| | | |0.15% | | | | | |
+------------+------------+------+----------+--------+----------+------------+--------+--------+
|NEW EXCHANGE SECURITIES |
+------------+------------+------+----------+--------+----------+------------+--------+--------+
|New Exchange|To be |Senior|2.25 per |None |Expected |N/A |N/A |N/A |
|Securities |announced | |cent. | |to be 24 | | | |
| | | | | |October | | | |
| | | | | |2018 | | | |
+------------+------------+------+----------+--------+----------+------------+--------+--------+
1 Subject to adjustment for non-business days in accordance with the terms and
conditions of the relevant Existing Securities.
The purpose of the Offers is to provide investors with the possibility to exit
an illiquid security. With the Offers, the Company is able to improve and
strengthen the quality of its capital through the creation of Core Tier 1
capital and enhance the efficiency of its capital base in light of CRD IV. The
Exchange Offer will also optimise the Company's liquidity profile being
refinanced with senior unsecured funding.
Any future decisions by the Company as to whether it will exercise calls in
respect of the Existing Securities that are not exchanged or tendered pursuant
to the Offers will be taken with regard to the economic impact of exercising
such calls, regulatory capital requirements and prevailing market conditions.
Copies of the Memorandums are available from the Dealer Managers and the
Exchange and Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the relevant
Memorandum.
Details of the Exchange Offer
On the terms and subject to the conditions contained in the Offer Memorandum,
the Company has invited holders of the 2004 Securities (subject to the offer and
distribution restrictions contained in the Offer Memorandum) to offer to
exchange any and all of their 2004 Securities for New Exchange Securities plus
an amount equal to accrued and unpaid interest on the 2004 Securities up to (but
excluding) the Settlement Date.
The Exchange Offer and the 2004 Tender Offer are alternative options available
to holders of the 2004 Securities, and holders of the 2004 Securities who have
submitted an Exchange Instruction or a Tender Instruction may not also submit a
Tender Instruction or Exchange Instruction, as applicable, in respect of the
same 2004 Securities, without first validly revoking their original instruction.
Holders may choose to partially offer for exchange and partially offer for
tender the aggregate nominal amount of 2004 Securities held by them.
Eligible holders who have validly offered to exchange their 2004 Securities by
the relevant Expiration Deadline will, if their offers to exchange are accepted
for exchange pursuant to the Exchange Offer, receive New Exchange Securities in
a principal amount equal to the aggregate principal amount of such 2004
Securities. There will be no scaling of any exchanges of 2004 Securities for New
Exchange Securities.
Details of the 2004 Tender Offer
On the terms and subject to the conditions contained in the Offer Memorandum,
the Company has invited holders of the 2004 Securities (subject to the offer and
distribution restrictions contained in the Offer Memorandum) to tender any and
all of their 2004 Securities for purchase by the Company for cash at the
Purchase Price plus an amount equal to accrued and unpaid interest on the 2004
Securities up to (but excluding) the relevant Settlement Date.
If the Company decides to accept valid tenders of 2004 Securities pursuant to
the 2004 Tender Offer, the Company will accept for purchase all of the 2004
Securities that are the subject of the 2004 Tender Offer that are validly
tendered and there will be no scaling of any tenders of 2004 Securities for
purchase.
Details of the 2005 Tender Offer
On the terms and subject to the conditions contained in the Tender Offer
Memorandum, the Company has invited holders of the 2005 Securities (subject to
the offer and distribution restrictions contained in the Tender Offer
Memorandum) to tender any and all of their 2005 Securities for purchase by the
Company for cash at the Purchase Price plus an amount equal to accrued and
unpaid interest on the 2005 Securities up to (but excluding) the relevant
Settlement Date.
If the Company decides to accept valid tenders of 2005 Securities pursuant to
the 2005 Tender Offer, the Company will accept for purchase all of the 2005
Securities that are the subject of the 2005 Tender Offer that are validly
tendered and there will be no scaling of any tenders of 2005 Securities for
purchase.
Exchange Instructions and Tender Instructions
In order to participate in, and be eligible to receive New Exchange Securities
pursuant to the Exchange Offer, holders must validly offer 2004 Securities for
exchange by submitting, or arranging to have submitted on their behalf, a valid
Exchange Instruction that is received by the Exchange and Tender Agent by the
relevant Expiration Deadline.
In order to participate in a Tender Offer, holders must validly tender their
Existing Securities for purchase by submitting, or arranging to have submitted
on their behalf, a valid Tender Instruction that is received by the Exchange and
Tender Agent by the relevant Expiration Deadline.
Instructions will be irrevocable except in the limited circumstances described
in each Memorandum.
Existing Securities that are not successfully offered for exchange or tendered
for purchase pursuant to the Offers will remain outstanding and continue to be
held subject to their terms and conditions.
Indicative Timetable for the Offers
+-----------------------------------------+------------------------------------+
|Event |Time and Date |
+-----------------------------------------+------------------------------------+
|Commencement of the Offers | |
|Offers announced. Memorandums available |Thursday, 29 September 2011 |
|from the Dealer Managers and the Exchange| |
|and Tender Agent and notice of the Offers| |
|published by (i) the issue of a press | |
|release to a Notifying News Service and | |
|(ii) the delivery of notices to the | |
|Clearing Systems for communication to | |
|Direct Participants. | |
+-----------------------------------------+------------------------------------+
|2005 Tender Offer Expiration Deadline | |
|Deadline for receipt of valid Tender |4 p.m. (London time) on Friday, 7 |
|Instructions by the Exchange and Tender |October 2011 |
|Agent in order for holders of the 2005 | |
|Securities to be able to participate in | |
|the 2005 Tender Offer. | |
+-----------------------------------------+------------------------------------+
|Announcement of 2005 Tender Offer Results| |
|Announcement of whether the Company will |At or around 10 a.m. (London time) |
|accept for purchase 2005 Securities |on Monday, 10 October 2011 |
|validly tendered pursuant to the 2005 | |
|Tender Offer and the aggregate nominal | |
|amount(s) (if any) of the 2005 Securities| |
|accepted for purchase by the Company. | |
+-----------------------------------------+------------------------------------+
|2005 Tender Offer Settlement Date |Wednesday, 12 October 2011 |
+-----------------------------------------+------------------------------------+
|2004 Offers Expiration Deadline | |
|Deadline for receipt of valid |4 p.m. (London time) on Wednesday, |
|Instructions by the Exchange and Tender |19 October 2011 |
|Agent in order for holders of the 2004 | |
|Securities to be able to participate in | |
|the 2004 Offers. | |
+-----------------------------------------+------------------------------------+
|Announcement of 2004 Offers Results | |
|Announcement of whether the Company will |At or around 10 a.m. (London time) |
|accept (i) valid offers of 2004 |on Thursday, 20 October 2011 |
|Securities for exchange pursuant to the | |
|Exchange Offer and the aggregate nominal | |
|amount (if any) of the 2004 Securities | |
|accepted for exchange by the Company and | |
|(ii) for purchase 2004 Securities validly| |
|tendered pursuant to the 2004 Tender | |
|Offer and the aggregate nominal amount | |
|(if any) of the 2004 Securities accepted | |
|for purchase by the Company. | |
+-----------------------------------------+------------------------------------+
|2004 Offers Settlement Date |Monday, 24 October 2011 |
+-----------------------------------------+------------------------------------+
The Company may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate any Offer at any time (subject to applicable law and
as provided in the Memorandums) and the above times and dates are subject to the
right of the Company to so extend, re-open, amend and/or terminate the relevant
Offer.
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Existing Securities when such intermediary
would require to receive instructions from a holder in order for that holder to
be able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the relevant Offer
before the deadlines set out above. The deadlines set by any such intermediary
and each Clearing System for the submission and withdrawal of Instructions will
be earlier than the relevant deadlines above and in the relevant Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be
made by publication on Euronext Amsterdam's website atwww.euronext.com. Such
announcements may also be (a) found on the relevant Reuters International
Insider Screen, (b) made by the delivery of notices to the Clearing Systems for
communication to Direct Participants and (c) made by the issue of a press
release to a Notifying News Service. Copies of all such announcements, press
releases and notices can also be obtained from the Exchange and Tender Agent,
the contact details for which are below. Significant delays may be experienced
where notices are delivered to the Clearing Systems and holders are urged to
contact the Exchange and Tender Agent for the relevant announcements during the
course of the Offers. In addition, holders of Existing Securities may contact
the Dealer Managers for information using the contact details below.
Holders are advised to read carefully the relevant Memorandum for full details
of and information on the procedures for participating in one or more of the
Offers.
Kempen & Co N.V. and UBS Limited are acting as Dealer Managers and Citibank,
N.A. is acting as Exchange and Tender Agent.
Questions and requests for assistance in connection with the Offers may be
directed to any Dealer Manager.
Dealer Managers
Kempen & Co N.V.
Beethovenstraat 300
1077 WZ Amsterdam
The Netherlands
For information regarding the 2004 Offers:
For information by telephone: +31 (20) 348 8338
Attention: Silvio Pravisani
Email:Silvio.Pravisani(at)kempen.nl
For information regarding the 2005 Tender Offer:
For information by telephone: +31 (20) 348 8317
Attention: Hans Bruijn
Email:Hans.Bruijn(at)kempen.nl
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
For information by telephone: +44 (0) 20 7567 0525
Attention: Liability Management Group
Email:mark-t.watkins(at)ubs.com
Questions and requests for assistance in connection with the delivery of
Instructions may be directed to the Exchange and Tender Agent.
Exchange and Tender Agent
Citibank N.A.
Citigroup Centre
Canary Wharf
London E14 5LB
United Kingdom
For information by telephone: +44 (0)20 7508 3867
Attention: Exchange Team
Email: Exchange.gats(at)citi.com
DISCLAIMER This announcement must be read in conjunction with the Memorandums.
This announcement and the Memorandums contain important information which should
be read carefully before any decision is made with respect to the Offers. If
you are in any doubt as to the contents of this announcement or the Memorandums
or the action you should take, you are recommended to seek your own financial
and legal advice, including as to any tax consequences, immediately from your
stockbroker, bank manager, solicitor, accountant or other independent financial
or legal adviser. Any individual or company whose Existing Securities are held
on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to offer Existing
Securities for purchase or exchange pursuant to the relevant Offer. None of the
Dealer Managers, the Exchange and Tender Agent or the Company makes any
recommendation as to whether holders should offer Existing Securities for
purchase or exchange pursuant to an Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
General
The distribution of this announcement and the Memorandums in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement or the Memorandums come are required by the Company, the Dealer
Managers and the Exchange and Tender Agent to inform themselves about and to
observe any such restrictions.
The Dealer Managers and the Exchange and Tender Agent (and their respective
directors, employees or affiliates) make no representations or recommendations
whatsoever regarding this announcement, the Memorandums or the Offers. The
Exchange and Tender Agent is the agent of the Company and owes no duty to any
holder of Existing Securities. None of the Company, the Dealer Managers or the
Exchange and Tender Agent makes any recommendation as to whether or not holders
should participate in the Offers or refrain from taking any action in the Offers
with respect to any of such holder's Existing Securities, and none of them has
authorised any person to make any such recommendation.
Neither this announcement nor any of the Memorandums constitutes an invitation
to participate in the Offers in any jurisdiction in which, or to any person to
whom, it is unlawful to make such invitation or for there to be such
participation under applicable laws. In those jurisdictions where the
securities, blue sky or other laws require the Offers to be made by a licensed
broker or dealer and either of the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in such jurisdictions, the Offers
shall be deemed to be made on behalf of the Company by such Dealer Manager or
affiliate, as the case may be, and the Offers are not made in any such
jurisdiction where any of the Dealer Managers or any of their respective
affiliates is not so licensed.
No action has been or will be taken in any jurisdiction by the Company, the
Dealer Managers or the Exchange and Tender Agent that would permit a public
offering of the New Exchange Securities.
United States
The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national securities
exchange of, the United States or to, for the account or benefit of, U.S.
persons (as defined in Regulation S under the United States Securities Act of
1933, as amended (the Securities Act)). This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. The Existing Securities cannot be
offered for exchange in the Exchange Offer and may not be tendered in the Offer
by any such use, means, instrumentality or facility from or within the United
States or by persons located or resident in the Securities Act or to U.S.
persons. Accordingly, copies of this announcement and the Memorandums and any
other documents or materials relating to the Offers are not being, and must not
be, directly or indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to U.S. persons. Any purported offer of
Existing Securities for exchange in the Exchange Offer or tender of Existing
Securities in a Tender Offer resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported offer of Existing
Securities for exchange or purported tender of Existing Securities made by a
U.S. person, a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States or for a U.S. person will be invalid
and will not be accepted.
Neither this announcement nor the Memorandums are an offer of securities for
sale in the United States or to U.S. persons. None of the Existing Securities
and the New Exchange Securities have been, or will be, registered under the
Securities Act or the securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or benefit of, U.S.
persons. The purpose of this announcement and the Memorandums is limited to the
Offers and this announcement and the Memorandum may not be sent or given to a
person in the United States or otherwise to any person other than in an offshore
transaction in accordance with Regulation S under the Securities Act.
Each holder of Existing Securities participating in an Offer will represent that
it is not located in the United States and is not participating in the relevant
Offer from the United States or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to
participate in the Offer from the United States. For the purposes of this and
the above two paragraphs, United States means the United States of America, its
territories and possessions, any state of the United States of America and the
District of Columbia.
Italy
None of this announcement, the Offers, the Memorandums or any other documents or
materials relating to the Offers have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB).
Accordingly, the Offers may only be carried out in Italy pursuant to an
exemption under article 101-bis, paragraph 3-bis of the Legislative Decree No.
58 of 24 February 1998, as amended (the Financial Services Act) and article 35-
bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.
Holders or beneficial owners of the Existing Securities can exchange or tender
the Existing Securities through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.
European Economic Area
The Exchange Offer is not being made, and the New Exchange Securities are not
being offered, in any Member State of the European Economic Area which has
implemented the Directive 2003/71/EC (the Prospectus Directive) (other than the
Netherlands), other than to persons who are either (i) "qualified investors"
within the meaning of Article 2(1)(e) of the Prospectus Directive or (ii)
offering to exchange Existing Securities having an aggregate principal amount of
not less than ?100,000.
Other
The Offers are not being made, and will not be made, directly or indirectly, to
the public in the United Kingdom, France or Belgium. In such jurisdictions, only
the following persons may participate in the Offers and receive this
announcement and the Memorandums (as more fully set out in the Memorandums):
United Kingdom (investment professionals and persons within Article 43 or
otherwise of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005) / France (certain qualified investors and providers of investment
services relating to portfolio management for the account of third parties,
other than individuals) / Belgium (qualified investors referred to in paragraph
3 of Article 6 of the Law on Public Acquisition Offers and in Article 10 of the
Belgian Public Offer Law, acting on their own account).
's-Hertogenbosch, the Netherlands, 29 September 2011
Van Lanschot Media Relations: Etienne te Brake, Media Relations Manager
Telephone +31 (0)73 548 30 26; mobile +31 (0)6 12 505 110; e-
maile.tebrake(at)vanlanschot.com
Van Lanschot Investor Relations: Geraldine Bakker-Grier, Investor Relations
Manager
Telephone +31 (0)73 548 33 50; mobile +31 (0)6 13 976 401; e-
mailg.a.m.bakker(at)vanlanschot.com
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:
Press release (PDF):
http://hugin.info/133415/R/1550713/477468.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: Van Lanschot via Thomson Reuters ONE
[HUG#1550713]
Unternehmensinformation / Kurzprofil:
Datum: 29.09.2011 - 08:30 Uhr
Sprache: Deutsch
News-ID 69860
Anzahl Zeichen: 30396
contact information:
Town:
's-Hertogenbosch
Kategorie:
Business News
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