Van Lanschot successfully completes second exchange and tender offer for perpetual capital securities
(Thomson Reuters ONE) -
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 |ISIN |Aggregate |Principal |ISIN New |Principal |Outstanding|
|Securities | |amount |amount |Exchange |amount |principal |
| | |outstanding|accepted for |Securities |accepted |amount of |
| | | |exchange | |for |2004 |
| | | | | |purchase |Securities |
| | | | | | |following |
| | | | | | |completion |
| | | | | | |of the |
| | | | | | |Offers |
+------------+------------+-----------+-------------+------------+----------+-----------+
|EUR |NL0000116374|EUR |EUR89,401,000|NL0009706340|EUR |EUR |
|165,000,000 | |158,786,000| | |59,493,000|9,892,000 |
|Perpetual | | | | | | |
|Capital | | | | | | |
|Securities | | | | | | |
+------------+------------+-----------+-------------+------------+----------+-----------+
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 Dealer Managers
Kempen & Co N.V. (+31 20 3488338 /silvio.pravisani(at)kempen.nl)
UBS Limited (+44 20 7567 0525 /mark-t.watkins(at)ubs.com)
The Exchange and Tender Agent
Citibank N.A. (+44 20 7508 3867 /exchange.gats(at)citi.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 Media Relations: Etienne te Brake, Media Relations Manager
Telephone +31 (0)73 548 30 26; mobile +31 (0)6 12 505 110; e-mail
e.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-mail
g.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/1556540/480344.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#1556540]
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's-Hertogenbosch
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