20th Jul 2007 18:00
Royal Bank of Scotland Group PLC20 July 2007 20 July 2007 - Publication of Offer Documentation and Commencement of OfferPeriod Fortis, RBS and Santander (collectively, the "Banks") have received theregulatory clearances required to publish their offer documentation and areformally launching their offer for ABN AMRO, in line with their expectedtimetable. Further to their announcement of 16 July 2007, the Banks are making offers,through their acquisition vehicle RFS Holdings, for all of the issued andoutstanding ordinary shares, American depositary shares and formerly convertiblepreference shares of ABN AMRO (the "Offers"). Further information on the Offersis set out in Appendices I and II. The Banks are today publishing offer documentation, which will be available viathe Banks' websites, and RBS will publicly file a Registration Statement on FormF-4 with the SEC. The initial offer periods under the Offers will commence on 23 July 2007 and endon 5 October 2007 at 3pm, Amsterdam time, unless the initial offer periods areextended in accordance with applicable offer rules. 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 below. The Banks and RFS Holdings will publicly file the U.S. Tender Offer Statement onSchedule TO (including all the exhibits thereto) with the SEC and make availablethe letters of transmittal and forms of acceptance on the commencement date ofthe offer for the ordinary shares and American depositary shares of ABN AMROpursuant to U.S. offer documentation. This documentation will also be mailed inaccordance with the U.S. tender offer rules. 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 ------------------------------------------------------------------------------------------------- This announcement is a public announcement as referred to in section 9b(1) ofthe Bte 1995. APPENDIX I PUBLIC OFFER BY RFS HOLDINGS FOR ABN AMRO ORDINARY SHARES VALUED AT €38.40 PERSHARE WITH APPROXIMATELY 93% OF THE CONSIDERATION IN CASH THE OFFER PERIOD WILL COMMENCE ON 23 JULY 2007 AND END ON 5 OCTOBER 2007 AT 3PMAMSTERDAM TIME, UNLESS EXTENDED With reference to the press releases of 29 May 2007, 22 June 2007, 5 July 2007,16 July 2007 and 20 July 2007, RFS Holdings B.V. ("RFS Holdings"), a companyformed by Fortis N.V. and Fortis SA/NV ("Fortis"), The Royal Bank of ScotlandGroup plc ("RBS") and Banco Santander Central Hispano, S.A. ("Santander") herebyannounces that RFS Holdings is offering to acquire all of the issued andoutstanding ordinary shares with a nominal value of €0.56 per share (the "ABNAMRO Ordinary Shares") in the share capital of ABN AMRO Holding N.V. ("ABNAMRO") (the "Offer"). The Offer Under the terms of the Offer, holders of ABN AMRO Ordinary Shares ("ABN AMROShareholders") will receive for each ABN AMRO Ordinary Share validly tenderedand not properly withdrawn: (i) €35.60 in cash; and (ii) 0.296 newly issued ordinary shares with a nominal value of £0.25 per share of RBS ("New RBS Ordinary Shares"), (collectively the "Offer Consideration"). The Offer is made on the terms and subject to the conditions and restrictionscontained in the offer document for the Offer dated 20 July 2007 (the "OfferDocument"), including the listing particulars of 20 July 2007 in respect of theNew RBS Ordinary Shares (the "Listing Particulars") (together, the "OfferDocuments") and the other documents incorporated by reference in the OfferDocuments. For the purposes of the Dutch offer rules, the Offer extends to theABN AMRO ADSs, provided that the holders of ABN AMRO ADSs are referred to theU.S. Prospectus (as defined below), which is incorporated by reference into theOffer Document and can be obtained from the global information agent. Offer Documents The Offer Documents are available to ABN AMRO Shareholders from the date hereofand as further described in the paragraph headed "Further Information; ObtainingOffer Documents". ABN AMRO Shareholders should refer to the Offer Documents, forall of the terms of and conditions and restrictions applicable to the Offer. Offer period The initial offer period under the Offer will commence on 23 July 2007 and endon 5 October 2007 at 3pm, Amsterdam time, unless the initial offer period isextended in accordance with applicable offer rules. RFS Holdings may extend the period of time for which the Offer is open until allconditions to the Offer have been satisfied or, to the extent legally permitted,waived. Extension of the offer period may occur one or more times. ABN AMROOrdinary Shares tendered into the Offer may be withdrawn at any time prior tothe end of the offer period (including any extensions thereof). Once the offerperiod has ended, holders of ABN AMRO Ordinary Shares will not be able towithdraw any tendered ABN AMRO Ordinary Shares. No withdrawal rights will applyto ABN AMRO Ordinary Shares tendered during a subsequent offering period(na-aanmeldingstermijn), if one is provided. Procedures for tendering ABN AMRO Ordinary Shares ABN AMRO Shareholders who hold their shares through a financial intermediarythat is an admitted institution should make their acceptance of the Offer knownto the Dutch exchange agent, Fortis Bank (Nederland) N.V., through theirfinancial intermediary before the end of the offer period. The financialintermediary may set an earlier deadline for receipt of acceptances in order topermit the financial intermediary to communicate the acceptances to the Dutchexchange agent in a timely manner. ABN AMRO Shareholders who wish to tendertheir shares should contact the financial intermediary through which they holdtheir ABN AMRO Ordinary Shares to obtain information on the deadline by whichthey must make their acceptance of the Offer known to their financialintermediary. Holders of ABN AMRO Ordinary Shares in registered form (outside EuroclearNederland) can obtain an application form from the Dutch exchange agent to maketheir acceptance of the Offer known. The application form should be completed,signed and returned to: Fortis BankSettlements Dept. A08.01.01P.O. Box 2431000 AE AmsterdamThe Netherlands so as to reach the Dutch exchange agent before the end of the offer period. Theacceptance forms will serve as a deed of transfer with respect to the tenderedshares. Holders of ABN AMRO Ordinary Shares in bearer form who do not hold their sharesthrough admitted institutions can contact the Dutch exchange agent forinformation on how to tender their shares. Declaring the Offer unconditional; Settlement The Offer is subject to the offer conditions set out in paragraph 8 of Part IXof the Offer Document. RFS Holdings will only declare the Offer unconditional ifthe offer conditions, including the condition that the ABN AMRO Ordinary Sharestendered in the Offer and the U.S. Offer (as defined below), on a combinedbasis, or which are otherwise held by RFS Holdings, represent at least 80% ofthe ABN AMRO Ordinary Shares on a fully diluted basis, are satisfied or, to theextent legally permissible, waived. In such case RFS Holdings will, within fiveEuronext Amsterdam trading days after the end of the offer period, make a publicannouncement confirming that the Offer is declared unconditional. RFS Holdingsreserves the right to waive any of the offer conditions to the extent legallypermissible. If the Offer is declared unconditional, New RBS Ordinary Shares and cash will bedelivered to the tendering ABN AMRO Shareholders, on the terms and subject tothe conditions and restrictions of the Offer, within five Euronext Amsterdamtrading days. The Offer Consideration may be reduced by an amount equal to the amount of anydistribution by ABN AMRO to the holders of ABN AMRO Ordinary Shares in excess ofan interim (cash or share) dividend of €0.55 per ABN AMRO Ordinary Share (beforededuction of any applicable withholding taxes) in respect of the financial year2007 as described in further detail in the Offer Document. In certain limitedcircumstances as described in Part IX paragraph 17 of the Offer Document(related to the manner in which the holder of ABN AMRO Ordinary Shares choosesto hold its New RBS Ordinary Shares) a 1.5% U.K. stamp duty reserve tax chargemay arise in connection with the delivery of the New RBS Ordinary Shares, whichthe holder of ABN AMRO Ordinary Shares will be required to pay and which will bededucted from the cash consideration to which such holder is entitled. If the Offer is declared unconditional, the New RBS Ordinary Shares will belisted on the London Stock Exchange and Euronext Amsterdam. De-listing ABN AMRO Ordinary Shares Upon completion of the Offer, RFS Holdings, Fortis, RBS and Santander intend,among other things and depending on the level of acceptance in the Offer, toseek to cause the delisting of ABN AMRO Ordinary Shares on Euronext Amsterdam.Other risks for non-tendering ABN AMRO Shareholders are set out in the OfferDocuments. Further information; Obtaining Offer Documents The information in this announcement is not complete and additional informationis contained in the Offer Documents. ABN AMRO Shareholders are advised to reviewthe Offer Documents in detail and to seek independent advice when deemedappropriate in order to reach a balanced judgement on the Offer. The OfferDocument contains a summary of the Offer in Dutch. Copies of the Offer Documents may be obtained free of charge, subject to thesame restrictions as apply to the Offer, by requesting such documents in writingor by telephone from: The global information agent The Dutch exchange agentD.F. King & Co., Inc. Fortis Bank (Nederland) N.V.2 London Wall Buildings, 2nd Floor Rokin 55London Wall, London EC2M 5PP 1012 KK AmsterdamThe United Kingdom The NetherlandsEuropean Toll Free Help Line: 00 800 5464 5464 Tel: +31 20 527 24 67. U.S. Offer RFS Holdings is making the same offer to all holders of ABN AMRO Ordinary Shareswho are resident in the United States and to all holders of ABN AMRO ADSs,wherever located (the "U.S. Offer"). Persons participating in the U.S. Offershould read the U.S. prospectus (the "U.S. Prospectus") contained in theRegistration Statement on Form F-4 being filed with the SEC today, which can beobtained from the global information agent. The U.S. Offer is being madepursuant to the U.S. Prospectus. The Offer and the U.S. Offer have the sameterms and are subject to the same conditions. The Banks and RFS Holdings willpublicly file the U.S. Tender Offer Statement on Schedule TO (including all theexhibits thereto) (the "Schedule TO") with the SEC and make available theletters of transmittal and forms of acceptance on 23 July 2007, the commencementdate of the U.S. Offer. Investors in the United States are urged to read the U.S. Prospectus and theSchedule TO (including the exhibits thereto) when they become available becausethey will contain important information. Investors will be able to obtain a copyof such documents, without charge, at the SEC's website (http://www.sec.gov)once such documents are filed with the SEC. Copies of such documents may also beobtained from each Bank, without charge, once they are filed with the SEC.Further information on the U.S. Offer can be obtained from the globalinformation agent. Documentation relating to the U.S. Offer will also be mailedin accordance with the U.S. tender offer rules. 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 US Securities Act of 1933, as amended,or an exemption therefrom. Restrictions The distribution of the Offer Documents and any separate documentation regardingthe Offer in jurisdictions other than the Netherlands, and the making of theOffer in jurisdictions other than the Netherlands, may be restricted by law, andpersons into whose possession the Offer Documents and any separate documentationregarding the Offer come should inform themselves about and observe any suchrestrictions. Any failure to comply with these restrictions may constitute aviolation of the securities laws of any such jurisdictions. None of RFSHoldings, Fortis, RBS, Santander or any of their advisers or Fortis Bank(Nederland) N.V. accepts any liability for any violation by any person of anysuch restriction. Any person (including, without limitation, custodians, nominees and trustees)who would or otherwise intends to forward the Offer Documents or any relateddocument should carefully read the section "Restrictions" in the Offer Documentbefore taking any action. APPENDIX II PUBLIC OFFER BY RFS HOLDINGS FOR ABN AMRO (FORMERLY CONVERTIBLE) PREFERENCESHARES AT €27.65 PER SHARE IN CASH THE OFFER PERIOD WILL COMMENCE ON 23 JULY 2007 AND END ON 5 OCTOBER 2007 AT 3PM,AMSTERDAM TIME, UNLESS EXTENDED With reference to the press releases of 29 May 2007, 22 June 2007, 5 July 2007,16 July 2007 and 20 July 2007, RFS Holdings B.V. ("RFS Holdings"), a companyformed by Fortis N.V. and Fortis SA/NV ("Fortis"), The Royal Bank of ScotlandGroup plc ("RBS") and Banco Santander Central Hispano, S.A. ("Santander") herebyannounces that RFS Holdings is offering to acquire all of the issued andoutstanding (formerly convertible) preference shares with a nominal value of€2.24 per share (the "ABN AMRO Preference Shares") in the share capital of ABNAMRO Holding N.V. ("ABN AMRO") ( the "Preference Shares Offer"). The Preference Shares Offer Under the terms of the Preference Shares Offer, holders of ABN AMRO PreferenceShares (the "ABN AMRO Preference Shareholders") will receive for each ABN AMROPreference Share validly tendered and not properly withdrawn €27.65 in cash. The Preference Shares Offer is made on the terms and subject to the conditionsand restrictions contained in the offer document for the Preference Shares Offerdated 20 July 2007 (the "Preference Shares Offer Document") and the documentsincorporated by reference in the Preference Shares Offer Document. Preference Shares Offer Document The Preference Shares Offer Document is available to ABN AMRO PreferenceShareholders from the date hereof and as further described in the paragraphheaded "Further Information; Obtaining the Preference Shares Offer Document".ABN AMRO Preference Shareholders should refer to the Preference Shares OfferDocument, for all of the terms of and conditions and restrictions applicable tothe Preference Shares Offer. Offer period The initial offer period under the Preference Shares Offer will commence on 23July 2007 and end on 5 October 2007 at 3pm, Amsterdam time, unless the initialoffer period is extended in accordance with applicable offer rules. RFS Holdings may extend the period of time for which the Preference Shares Offeris open until all conditions to the Preference Shares Offer have been satisfiedor, to the extent legally permitted, waived. Extension of the offer period mayoccur one or more times. ABN AMRO Preference Shares tendered into the PreferenceShares Offer may be withdrawn at any time prior to the end of the offer period(including any extensions thereof). Once the offer period has ended, ABN AMROPreference Shareholders will not be able to withdraw any tendered ABN AMROPreference Shares. No withdrawal rights will apply to ABN AMRO Preference Sharestendered during a subsequent offering period (na-aanmeldingstermijn), if one isprovided. RFS Holdings intends for the Preference Shares Offer and the Offer (asdefined below) to end on the same date and, if the Offer is extended, tosimilarly extend the Preference Shares Offer. Procedures for tendering ABN AMRO Preference Shares ABN AMRO Preference Shareholders who hold their shares through a financialintermediary that is an admitted institution should make their acceptance of thePreference Shares Offer known to the Dutch exchange agent, Fortis Bank(Nederland) N.V., through their financial intermediary before the end of theoffer period. The financial intermediary may set an earlier deadline for receiptof acceptances in order to permit the financial intermediary to communicate theacceptances to the Dutch exchange agent in a timely manner. ABN AMRO PreferenceShareholders who wish to tender their shares should contact the financialintermediary through which they hold their ABN AMRO Preference Shares to obtaininformation on the deadline by which they must make their acceptance of thePreference Shares Offer known to their financial intermediary. Declaring the offer unconditional; Settlement Simultaneously with the Preference Shares Offer, RFS Holdings is also conductinga public offer for all ordinary shares with a nominal value of €0.56 per shareof ABN AMRO (the "Offer"). RFS Holdings shall not be obliged to declare thePreference Shares Offer unconditional and purchase ABN AMRO Preference Shares ifone or more of the conditions set out in paragraph 8 of Part IX of the offerdocument for the Offer has not been satisfied, or, to the extent legallypermitted, waived. If all conditions are satisfied or waived, as applicable, RFSHoldings will, within five Euronext Amsterdam trading days after the end of theoffer period make a public announcement confirming that the Offer and thePreference Shares Offer have been declared unconditional. RFS Holdings reservesthe right to waive any of the offer conditions to the extent legallypermissible. If the Preference Shares Offer is declared unconditional the cash considerationwill be paid to the tendering ABN AMRO Preference Shareholders, on the terms andsubject to the conditions and restrictions of the Preference Shares Offer,within five Euronext Amsterdam trading days. De-listing ABN AMRO Preference Shares Upon completion of the offers, RFS Holdings, Fortis, RBS and Santander intend,among other things and depending on the level of acceptance in the Offers, toseek to cause the delisting of ABN AMRO Preference Shares and the ABN AMROordinary shares on Euronext Amsterdam. Other risks for non-tendering ABN AMROPreference Shareholders are set out in the Preference Shares Offer Document. Further information; Obtaining the Preference Shares Offer Document The information in this announcement is not complete and additional informationis contained in the Preference Shares Offer Document. ABN AMRO PreferenceShareholders are advised to review the Preference Shares Offer Document and thedocuments incorporated by reference therein in detail and to seek independentadvice when deemed appropriate in order to reach a balanced judgement on therelevant offers. The Preference Shares Offer Document contains a summary of thePreference Shares Offer in Dutch. Copies of the Preference Shares Offer Document and of documents incorporated byreference in the Preference Shares Offer Document may be obtained free ofcharge, subject to the same restrictions as apply to the Preference SharesOffer, by requesting such documents in writing or by telephone from: The global information agent The Dutch exchange agentD.F. King & Co., Inc. Fortis Bank (Nederland) N.V.2 London Wall Buildings, 2nd Floor Rokin 55London Wall, London EC2M 5PP 1012 KK AmsterdamThe United Kingdom The NetherlandsEuropean Toll Free Help Line: 00 800 5464 5464 Tel: +31 20 527 24 67. Restrictions The distribution of the Preference Shares Offer Documents and any separatedocumentation regarding the Preference Shares Offer in jurisdictions other thanthe Netherlands, and the making of the Preference Shares Offer in jurisdictionsother than the Netherlands, may be restricted by law and persons into whosepossession the Preference Shares Offer Documents and any separate documentationregarding the Preference Shares Offer come should inform themselves about andobserve any such restrictions. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdictions. None ofRFS Holdings, Fortis, RBS, Santander or any of their advisers or Fortis Bank(Nederland) N.V. accepts any liability for any violation by any person of anysuch restriction. Any person (including, without limitation, custodians, nominees and trustees)who would or otherwise intends to forward the Preference Shares Offer Documentsor any related document should carefully read the section entitled "Restrictions" in the Preference Shares Offer Document before taking any action. -------------------------------------------------------------------------------- Capitalised terms in this announcement are as defined in the Banks' announcementof 29 May 2007, unless otherwise defined in this announcement. Important Information In connection with the offer for ABN AMRO, RBS will file with the U.S. SEC aRegistration Statement on Form F-4, which will constitute a prospectus, and theBanks will file with the SEC a Tender Offer Statement on Schedule TO and otherrelevant materials. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THEOFFER WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION. Investors will be able to obtain a copy of such documents, withoutcharge, at the SEC's website (http://www.sec.gov) once such documents are filedwith the SEC. Copies of such documents may also be obtained from each Bank,without charge, once they are filed with the SEC. Documentation relating to theU.S. Offer will also be mailed in accordance with the U.S. tender offer rules. 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 US Securities Act of 1933, as amended,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 statements related to the benefits or synergies resultingfrom a transaction with ABN AMRO and, without limitation, statements typicallycontaining words such as "intends", "expects", "anticipates", "targets","plans", "estimates" and words of similar import. By their nature,forward-looking statements involve risk and uncertainty because they relate toevents and depend on circumstances that will occur in the future. There are anumber of factors that could cause actual results and developments to differmaterially from those expressed or implied by such forward-looking statements.These factors include, but are not limited to, the presence of a competitiveoffer for ABN AMRO, satisfaction of any conditions to the offer, including thereceipt of required regulatory and anti-trust approvals, the successfulcompletion of the offer or any subsequent compulsory acquisition procedure, theanticipated benefits of the offer (including anticipated synergies) not beingrealized, the separation and integration of ABN AMRO and its assets among theBanks and the integration of such businesses and assets by 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. Any offer made in or into the United States will only be made by the Banks and/or RFS Holdings directly or by a dealer-manager that is registered with the SEC. -------------------------------------------------------------------------------- Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis SA/NV, RueRoyale 20, 1000 Brussels, Belgium The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH121HQ, U.K. Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB, U.K.Registered in Scotland No 45551 Banco Santander Central Hispano, S.A., Ciudad Grupo Santander, Avenida deCantabria, s/n, 28660 Boadilla del Monte, Madrid, Spain This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
RBS.LBanco Santander