10 October 2007 - Fortis, RBS and Santander Declare Offer for ABN
AMRO Unconditional
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").
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 ¤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have validly tendered and not withdrawn their ABN AMRO ordinary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 ¤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
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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.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This press release is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United
States except pursuant to registration under the U.S. Securities Act
of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain "forward-looking statements".
These statements are based on the current expectations of the Banks
and are naturally subject to uncertainty and changes in certain
circumstances. Forward-looking statements include any synergy
statements and, without limitation, other statements typically
containing 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 to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the successful completion of
any subsequent compulsory acquisition procedure, the anticipated
benefits of the offer (including anticipated synergies) not being
realized, the separation and integration of ABN AMRO and its assets
among the Banks being materially delayed or more costly or difficult
than expected, as well as additional factors, such as changes in
economic conditions, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of
litigation and government actions. Other unknown or unpredictable
factors could cause actual results to differ materially from those in
the forward-looking statements. None of the Banks undertake any
obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
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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 EH12 1HQ, UK. Registered Office, 36 St Andrew Square,
Edinburgh EH2 2YB. Registered in Scotland No 45551
Banco Santander, S.A., Ciudad Grupo Santander, Avenida de Cantabria,
s/n, 28660 Boadilla del Monte, Madrid, Spain
