10th Oct 2007 11:35
Banco Santander S.A.10 October 2007 10 October 2007 - Fortis, RBS and Santander Declare Offer for ABN AMROUnconditional Further to their announcement of 8 October 2007, Fortis, RBS, Santander(collectively, the "Banks") and RFS Holdings have declared wholly unconditionalthe offer for ABN AMRO ordinary shares and ABN AMRO ADSs (the "Ordinary SharesOffer") and the offer for ABN AMRO Formerly Convertible Preference Shares (the"Preference Shares Offer", and, together with the Ordinary Shares Offer, the"Offers"). Settlement of the Offers will take place on 17 October 2007. In accordance with normal practice in the Netherlands, the Banks will provide aSubsequent Offering Period to allow holders of ABN AMRO ordinary shares, ABNAMRO ADSs and ABN AMRO Formerly Convertible Preference Shares (together, "ABNAMRO Shareholders") who have not yet accepted the Offers to tender their ABNAMRO ordinary shares, ABN AMRO ADSs and ABN AMRO Formerly Convertible PreferenceShares (together, "ABN AMRO Shares"). Further details of the Subsequent Offering Period are set out below. The Banksencourage ABN AMRO Shareholders who have not yet accepted the Offers to do soimmediately. Acceptances Thus far 1,590,342,964 ABN AMRO ordinary shares (including shares underlying35,341,532 ABN AMRO ADSs) have been tendered under the Ordinary Shares Offer orwill be contributed by the Banks to RFS Holdings. These represent approximately86% of ABN AMRO ordinary shares. 3,093,822 ABN AMRO ADSs (included in the figures above) remain subject to thenotice of guaranteed delivery period in the U.S. and have been excluded indetermining satisfaction of the minimum acceptance condition. 3,993,620 ABN AMROADS were previously but are no longer subject to the notice of guaranteeddelivery period in the U.S., and continue to be included in the figures above.The notice of guaranteed delivery period in the U.S. is scheduled to expire at3:00 pm (Amsterdam time) / 9:00 am (New York City time) on Wednesday, 10 October2007. Settlement In accordance with the terms of the Ordinary Shares Offer, payment of the offerconsideration of €35.60 in cash and 0.296 new RBS ordinary shares to holders ofABN AMRO ordinary shares and ABN AMRO ADSs who have validly tendered and notwithdrawn their ABN AMRO ordinary shares or ABN AMRO ADSs before 3.00 pm(Amsterdam time) / 9.00 am (New York City time) on 5 October 2007 will takeplace on 17 October 2007. In accordance with the terms of the Preference Shares Offer, payment of theoffer consideration of €27.65 in cash to holders of ABN AMRO FormerlyConvertible Preference Shares who have validly tendered and not withdrawn theirABN AMRO Formerly Convertible Preference Shares before 3.00 pm (Amsterdam time)/ 9.00 am (New York City time) on 5 October 2007 will take place on 17 October2007. Subsequent Offering Period ABN AMRO Shareholders who have not yet accepted the Offers will have theopportunity to tender their ABN AMRO Shares from 11 October 2007 until no laterthan 3.00 pm (Amsterdam time) / 10.00 am (New York City time) on 31 October 2007(the "Subsequent Offering Period") for the same consideration and pursuant tothe terms set out in 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. Further Information 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 on the Banks, including information for employees of ABNAMRO, is available from the Banks' joint website, www.consortiumbid.com. 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:
Banco SantanderRBS.L