22nd Jun 2007 07:00
Banco Santander Central Hispano SA22 June 2007 22 June 2007 - ABN AMRO Proposed Offer Update Fortis, Royal Bank of Scotland and Santander (the "Banks") are announcing todayan update on their proposed Offer for ABN AMRO: 1. The Banks are making good progress on regulatory change of control andanti-trust filings. 2. The Banks expect to file all the draft documentation relating to theproposed Offer with the AFM and UKLA by early next week, they expect to issuethe offer documents and to make a public SEC filing by mid-July 2007. The Offerto ABN AMRO shareholders is expected to commence at this point. 3. The Extraordinary General Meetings of shareholders of each of the Banksin connection with the transaction are being convened starting next week and allthe EGMs will be held by the first half of August 2007. The Banks remain convinced that their proposed Offer represents superior valuefor ABN AMRO shareholders and significant benefits for customers and employees.------------------------------------------------------------------------------- Important Information The AFM is The Netherlands Financial Markets Authority (Autoriteit FinancieleMarkten). The UKLA is the UK Listing Authority. This announcement is made pursuant to article 9b(1) of the Dutch Decree on theSupervision of the Securities Trade 1995. In connection with the proposed Offer for ABN AMRO, RBS expects to file with theU.S. Securities and Exchange Commission (the "SEC") a Registration Statement onForm F-4, which will constitute a prospectus, and the Banks expect to file withthe SEC a Tender Offer Statement on Schedule TO and other relevant materials.INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE PROPOSED OFFER IF ANDWHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.Investors will be able to obtain a copy of such documents, without charge, atthe SEC's website (http://www.sec.gov) once such documents are filed with theSEC. Copies of such documents may also be obtained from each Bank, withoutcharge, once they are filed with the SEC. 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 pre-conditions or conditions to theproposed offer, including the receipt of required regulatory and anti-trustapprovals, the successful completion of the offer or any subsequent compulsoryacquisition procedure, the anticipated benefits of the proposed offer (includinganticipated synergies) not being realized, the separation and integration of ABNAMRO and its assets among the Banks and the integration of such businesses andassets by 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. 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 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 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:
Banco SantanderRBS.L