10 October 2007 - Fortis, RBS and Santander Declare Offer for ABN AMRO Unconditional
Market Wire, October, 2007
Further to their announcement of 8 October 2007, Fortis, RBS, Santander (collectively, the "Banks") and RFS Holdings have declared wholly unconditional the offer for ABN AMRO ordinary shares and ABN AMRO ADSs (the "Ordinary Shares Offer") 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 a Subsequent Offering Period to allow holders of ABN AMRO ordinary shares, ABN AMRO ADSs and ABN AMRO Formerly Convertible Preference Shares (together, "ABN AMRO Shareholders") who have not yet accepted the Offers to tender their ABN AMRO ordinary shares, ABN AMRO ADSs and ABN AMRO Formerly Convertible Preference Shares (together, "ABN AMRO Shares").
Related Results
Further details of the Subsequent Offering Period are set out below. The Banks encourage ABN AMRO Shareholders who have not yet accepted the Offers to do so immediately.
Acceptances
Thus far 1,590,342,964 ABN AMRO ordinary shares (including shares underlying 35,341,532 ABN AMRO ADSs) have been tendered under the Ordinary Shares Offer or will be contributed by the Banks to RFS Holdings. These represent approximately 86% of ABN AMRO ordinary shares.
3,093,822 ABN AMRO ADSs (included in the figures above) remain subject to the notice of guaranteed delivery period in the U.S. and have been excluded in determining satisfaction of the minimum acceptance condition. 3,993,620 ABN AMRO ADS were previously but are no longer subject to the notice of guaranteed delivery 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 at 3:00 pm (Amsterdam time) / 9:00 am (New York City time) on Wednesday, 10 October 2007.
Settlement
In accordance with the terms of the Ordinary Shares Offer, payment of the offer consideration of EUR 35.60 in cash and 0.296 new RBS ordinary shares to holders of ABN AMRO ordinary shares and ABN AMRO ADSs who have validly tendered and not withdrawn their ABN AMRO ordinary shares or ABN AMRO ADSs before 3.00 pm (Amsterdam time) / 9.00 am (New York City time) on 5 October 2007 will take place on 17 October 2007.
In accordance with the terms of the Preference Shares Offer, payment of the offer consideration of EUR 27.65 in cash to holders of ABN AMRO Formerly Convertible Preference Shares who have validly tendered and not withdrawn their ABN 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 October 2007.
Subsequent Offering Period
ABN AMRO Shareholders who have not yet accepted the Offers will have the opportunity to tender their ABN AMRO Shares from 11 October 2007 until no later than 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 to the terms set out in the offer documentation.
ABN AMRO Shares tendered during the Subsequent Offering Period will immediately be accepted for payment. Settlement of ABN AMRO Shares tendered during the Subsequent Offering Period will take place within five Euronext Amsterdam trading days of the day on which such ABN AMRO Shares are tendered. ABN AMRO Shareholders will not be able to withdraw any ABN AMRO Shares tendered during the Subsequent Offering Period.
Further Information
Copies of the offer documents and of documents incorporated by reference in the offer documents may be obtained free of charge, subject to the same restrictions as apply to the Offers, by contacting the Dutch exchange agent or the global information agent at the addresses and telephone numbers below.
ABN AMRO Shareholders should contact the Dutch exchange agent or the global information agent at the addresses and telephone numbers below for information on how to tender their ABN AMRO Shares during the Subsequent Offering Period.
Further information on the Banks, including information for employees of ABN AMRO, 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 Floor
1012 KK Amsterdam London Wall, London EC2M 5PP
The Netherlands United Kingdom
Tel: 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 the Supervision 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 Form F-4, which, as amended, includes the U.S. offer document, and the Banks have filed with the SEC a Tender Offer Statement on Schedule TO, amendments thereto and other relevant materials. INVESTORS ARE URGED TO READ THE DOCUMENTS REGARDING THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain 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 may also be obtained from each Bank without charge.
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