26th Oct 2007 17:21
Banco Santander S.A.26 October 2007 26 October 2007 - Fortis, RBS and Santander Update on Acceptances of ABN AMROOrdinary Shares Fortis, RBS, Santander (collectively the "Banks") and RFS Holdings are pleasedto announce that more than 95% of ABN AMRO ordinary shares (including sharesunderlying ABN AMRO ADSs)* have been tendered or will be contributed by theBanks to RFS Holdings with the result that the Banks may, if they so choose,initiate a squeeze-out in order to acquire the remaining ABN AMRO ordinaryshares. This is a further important milestone in the acquisition by the Banks of ABNAMRO. RFS Holdings intends to cause the delisting of ABN AMRO shares, and intends toacquire 100% of ABN AMRO's issued and outstanding share capital in the shortestpossible time through the appropriate legal process. -------------------------------------------------------------------------------- * Excluding treasury shares held by ABN AMRO Further Information Holders of ABN AMRO ordinary shares, ABN AMRO ADSs and ABN AMRO FormerlyConvertible Preference Shares (together, "ABN AMRO Shares" and "ABN AMROShareholders") who have not yet accepted the offers have the opportunity totender their ABN AMRO Shares until no later than 3.00 pm (Amsterdam time) /10.00 am (New York City time) on 31 October 2007 (the expiration of thesubsequent offering period, which commenced on 11 October 2007 (the "SubsequentOffering Period")) for the same consideration and pursuant to the terms set outin the offer documentation. ABN AMRO Shares tendered during the Subsequent Offering Period will immediatelybe accepted for payment. Settlement of ABN AMRO Shares tendered during theSubsequent Offering Period will take place within five Euronext Amsterdamtrading days of the day on which such ABN AMRO Shares are tendered. ABN AMROShareholders will not be able to withdraw any ABN AMRO Shares tendered duringthe Subsequent Offering Period. Copies of the offer documents and of documents incorporated by reference in theoffer documents may be obtained free of charge, subject to the same restrictionsas apply to the offers, by contacting the Dutch exchange agent or the globalinformation agent at the addresses and telephone numbers below. ABN AMRO Shareholders should contact the Dutch exchange agent or the globalinformation agent at the addresses and telephone numbers below for informationon how to tender their ABN AMRO Shares during the Subsequent Offering Period. Further information is available at www.abnamro.com/future. The Dutch exchange agent: The global information agent:Fortis Bank (Nederland) N.V. D.F. King & Co., Inc.Rokin 55 2 London Wall Buildings, 2nd Floor1012 KK Amsterdam London Wall, London EC2M 5PPThe Netherlands United KingdomTel: +31 20 527 24 67 European Toll Free Help Line: 00 800 5464 5464 48 Wall Street, 22nd Floor New York, NY 10005 United States North American Toll Free Help Line: 1 (800) 848 2998 -------------------------------------------------------------------------------- Important information: This announcement is made pursuant to article 9b(1) of the Dutch Decree on theSupervision of the Securities Trade 1995. 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, as amended, includes the U.S. offer document, and the Banks havefiled with the SEC a Tender Offer Statement on Schedule TO, amendments theretoand other relevant materials. INVESTORS ARE URGED TO READ THE DOCUMENTSREGARDING THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors mayobtain a copy of such documents without charge at the SEC's website (http://www.sec.gov). Copies of all documents filed in connection with the offer mayalso 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 successfulcompletion of any subsequent compulsory acquisition procedure, the anticipatedbenefits of the offer (including anticipated synergies) not being realized, theseparation and integration of ABN AMRO and its assets among the Banks beingmaterially delayed or more costly or difficult than expected, as well asadditional factors, such as changes in economic conditions, changes in theregulatory environment, fluctuations in interest and exchange rates, the outcomeof litigation and government actions. Other unknown or unpredictable factorscould cause actual results to differ materially from those in theforward-looking statements. None of the Banks undertake any obligation to updatepublicly or revise forward-looking statements, whether as a result of newinformation, future events 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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