18th Sep 2007 07:00
Banco Santander Central Hispano SA17 September 2007 17 September 2007 - Fortis, RBS and Santander welcome Dutch Minister of Financeconsent Today, the Dutch Minister of Finance, on the advice of De Nederlandsche BankN.V. ("DNB"), has granted Fortis, RBS and Santander (collectively, "the Banks")the Declarations of No Objection they require in respect of the proposedacquisition of ABN AMRO Holding N.V. and its group companies ("ABN AMRO"). Thisis an important step towards the completion of the Banks' offer for ABN AMRO. The Declarations of No Objection contain specific conditions and requirements.The Banks are confident they can comply with these conditions and requirements.The specific conditions and requirements in the Declarations of No Objection areavailable on the Banks' joint website, www.consortiumbid.com. Certain of the conditions and requirements are summarised as follows: • The Banks shall ensure sufficient continuity within the ManagementBoard and the Supervisory Board of ABN AMRO Holding and ABN AMRO Bank and shallensure the preservation of knowledge of the organisation of the ABN AMRO Groupas well as the availability of specific expertise so that these bodies canproperly perform their legal and statutory tasks. • Within the Consortium, RBS is primarily responsible for the effectivefunctioning of the ABN AMRO Group during the transition phase to the moment whenthe components to be acquired are transferred to the individual members of theConsortium. The ABN AMRO Group shall be consolidated in the financial statementsand supervisory returns of RBS. RBS is responsible for compliance with thefinancial supervisory regulations applicable to the ABN AMRO Group in allrelevant jurisdictions. • Within two months of the entry into force of the Declarations of NoObjection, the Banks shall ensure that ABN AMRO draws up a robust and detailedTransitional Plan. The Transitional Plan and any material changes to it shall besubmitted to DNB for approval. • The Banks shall not make any fundamental changes to the current set-upof the organisation, the division of tasks and responsibilities, the committeestructure and the reporting lines of the ABN AMRO Group before: - the Banks have obtained a degree of control with which the Banks maybe deemed capable of effective execution of the proposed transition; and - the above transition plan has been approved by DNB, unless DNB hasagreed to such a change in advance. • DNB approval will be obtained for the Transitional Plan and for eachseparation before implementation. • The Banks commit to maintain target levels of capital and liquiditydetermined between DNB and ABN AMRO. An adjusted capital and liquidity plan willbe submitted to DNB for approval within thirty days of the entry into force ofthe Declarations of No Objection. The Declarations of No Objection will enter into force if the public offer forABN AMRO is declared unconditional by the Banks on or before 31 December 2007,in the manner and subject to the conditions as detailed in the offer document of20 July 2007, and if the financing has been secured in an adequate manner. Supplemental Agreement The Banks have agreed that ABN AMRO shall be governed and managed following itsacquisition by the Banks in accordance with the provisions of a supplementalagreement, supplementing the Consortium and Shareholders' Agreement of 28 May2007 (the "Supplemental Agreement"). The Supplemental Agreement has beenprepared in close consultation with DNB. A summary of the provisions of theSupplemental Agreement can be found in the Appendix to this release. Appendix: Supplemental Agreement The provisions of the Supplemental Agreement include the following: • The roles of the Supervisory and Managing Boards of ABN AMRO willremain unchanged in concept following completion of the offer; • The Banks will propose three new members to the Supervisory Board andintend to retain at least five existing members (subject to their being willingto serve); • The Chairman of the Supervisory Board will be an independent member ofthe Supervisory Board and will not be a nominee of any member of the Consortium; • Three independent members of the Supervisory Board will be chargedwith special responsibility for ensuring that the interests of minorities areprotected until such time as their interests are acquired by RFS Holdings; • As is the current practice of ABN AMRO, appointments to the ManagingBoard will be nominated by the Supervisory Board and ultimately decided by thegeneral meeting of shareholders. The Consortium will recommend a number ofappointments to the Managing Board, including Chairman, CFO and CRO. Inaddition, it is the Consortium's intention to secure continuity by retaining ABNAMRO experience and knowledge on the Managing Board. The Consortium will eitherretain a number of existing members if they are willing to serve or will seek toidentify candidates from the Group Business Committee; • The ABN AMRO Group will continue to act as a single coordinatedinstitution in respect of all liabilities, requirements and regulatoryinterfaces. In the event that any parental support were to be provided, it wouldcome directly from RBS who would thereafter share the consequences with theConsortium, using the mechanisms set out in Clause 13 of the CSA. The respectiveABN AMRO businesses will, prior to separation, be managed under the authority ofthe ABN AMRO Managing Board; and • The period during which the Consortium members have undertaken toagree the terms of the definitive agreements to implement the restructuring ofABN AMRO has been reduced from 180 days to 90 days after the date of the offergoing wholly unconditional, after which time the matters in dispute, on theapplication of any Consortium member, will be determined as set out in theConsortium and Shareholders' Agreement. The Supplemental Agreement will be publicly available on the Banks' jointwebsite. ------------------------------------------------------------------------------- Important Information This announcement is made pursuant to article 9b(1) of the Dutch Decree on theSupervision of the Securities Trade 1995. The terms "Consortium" and "Transitional Plan" are as defined in theSupplemental Consortium and Shareholders' Agreement dated 17 September 2007. In connection with the offer for ABN AMRO, RBS has filed with the U.S.Securities and Exchange Commission (the "SEC") a Registration Statement on FormF-4, which includes a preliminary version of the prospectus, and the Banks havefiled with the SEC a Tender Offer Statement on Schedule TO and other relevantmaterials. The Form F-4 has not yet become effective. INVESTORS ARE URGED TOREAD ANY DOCUMENTS REGARDING THE OFFER BECAUSE THEY CONTAIN IMPORTANTINFORMATION. Investors may obtain a copy of such documents without charge, atthe SEC's website (http://www.sec.gov/). Copies of all documents filed inconnection with the offer may also be obtained from each Bank, without charge. This communication shall not constitute an offer to sell or the solicitation ofan offer to buy any securities, nor shall there be any sale of securities in anyjurisdiction in which such offer, solicitation or sale would be unlawful priorto registration or qualification under the securities laws of any suchjurisdiction. This press release is not an offer of securities for sale into theUnited States. No offering of securities shall be made in the United Statesexcept pursuant to registration under the U.S. Securities Act of 1933, asamended, or an exemption therefrom. Forward-Looking Statements This announcement includes certain "forward-looking statements". Thesestatements are based on the current expectations of the Banks and are naturallysubject to uncertainty and changes in certain circumstances. Forward-lookingstatements include any synergy statements and, without limitation, otherstatements typically containing words such as "intends", "expects","anticipates", "targets", "plans", "estimates" and words of similar import. Bytheir nature, forward-looking statements involve risk and uncertainty becausethey relate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, the presence of acompetitive offer for ABN AMRO, whether the Banks and ABN AMRO enter into anydefinitive agreement with respect to the potential acquisition of ABN AMRO,satisfaction of any conditions to the offer, including the receipt of requiredregulatory and anti-trust approvals, the successful completion of the offer orany subsequent compulsory acquisition procedure, the anticipated benefits of theoffer (including anticipated synergies) not being realized, the separation andintegration of ABN AMRO and its assets among the Banks being materially delayedor more costly or difficult than expected, as well as additional factors, suchas changes in economic conditions, changes in the regulatory environment,fluctuations in interest and exchange rates, the outcome of litigation andgovernment actions. Other unknown or unpredictable factors could cause actualresults to differ materially from those in the forward-looking statements. Noneof the Banks undertake any obligation to update publicly or reviseforward-looking statements, whether as a result of new information, futureevents or otherwise, except to the extent legally required.------------------------------------------------------------------------------- Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis S.A./N.V.,Rue Royale 20, 1000 Brussels, Belgium The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH121HQ, UK. Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registeredin Scotland No 45551 Banco Santander, S.A., Ciudad Grupo Santander, Avenida de Cantabria, s/n, 28660Boadilla del Monte, Madrid, Spain This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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