4th Oct 2007 12:00
Banco Santander S.A.04 October 2007 4 October 2007 - Fortis, RBS and Santander - Announcement concerning ABN AMROConvertible Financing Preference Shares Fortis, RBS and Santander (collectively, the "Banks") today announce that RFSHoldings B.V. will offer €0.59 in cash per Depository Receipt representing ABNAMRO Holding N.V. Convertible Financing Preference Shares. The Banks announced in the Offer Memorandum of 20 July 2007 that RFS HoldingsB.V. intended to make appropriate proposals to the holders of DepositoryReceipts issued for ABN AMRO Holding N.V. Convertible Financing PreferenceShares in due course. RFS Holdings hereby announces an offer of €0.59 in cash toall holders of all such depository receipts (the "Depository Receipts Offer"),conditional upon RFS Holdings's offer for all ABN AMRO ordinary shares and ADSsbeing declared unconditional. The Depository Receipts Offer will expire at 3:00pm Amsterdam time (9:00am NewYork City time) on 30 October 2007, unless it is extended or withdrawn.Investors can obtain an information letter containing further details of theDepository Receipts Offer from the Banks' joint website, www.consortiumbid.com.The information letter is also available from the Dutch exchange agent and theglobal information agent, details of which are listed below. 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 to acquire all of the issued and outstandingordinary shares, nominal value €0.56 per share, of ABN AMRO Holding N.V. and allissued and outstanding American Depository shares of ABN AMRO, each of whichrepresents one ABN AMRO ordinary share, RBS filed with the U.S. Securities andExchange Commission (the "SEC") a Registration Statement on Form F-4, which, asamended, was declared effective by the SEC on 1 October 2007, 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. 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 for ABN AMRO, including the receiptof required regulatory and anti-trust approvals, the successful completion ofthe offer for ABN AMRO or any subsequent compulsory acquisition procedure, theanticipated benefits of the offer for ABN AMRO (including anticipated synergies)not being realized, the separation and integration of ABN AMRO and its assetsamong the Banks being materially delayed or more costly or difficult thanexpected, as well as additional factors, such as changes in economic conditions,changes in the regulatory environment, fluctuations in interest and exchangerates, the outcome of litigation and government actions. Other unknown orunpredictable factors could cause actual results to differ materially from thosein the forward-looking statements. None of the Banks undertake any obligation toupdate publicly 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:
Banco SantanderRBS.L