As part of its plan to finance the acquisition of certain ABN AMRO assets, Fortis announces today that it has priced and successfully placedEUR 3.0 billion of Convertible And Subordinated Hybrid Equity-linked Securities ("CASHES").
'The success of this transaction is illustrated by the swiftness of execution, the high proportion of outright investors and the terms achieved' explains Fortis CFO Gilbert Mittler. 'This transaction completes the equity and equity-linked capital raising undertaken to finance the acquired ABN AMRO businesses'. Earlier this year Fortis successfully completed a rights issue (EUR 13.4 billion) and sale of convertible bonds (Mandatory Convertible Securities ("MCS") - EUR 2.0 billion), and the disposal of specific non-core assets. This capital raising substantially addresses Fortis' Core Tier 1 issuance requirements.
The CASHES are undated and carry a cash coupon of 3 month EURIBOR + 2.0%, payable quarterly in arrears. The exchange price has been set at a 30.0% premium above the reference price.
The CASHES will be issued by Fortis Bank nv-sa, with Fortis Bank nv-sa, Fortis SA/NV and Fortis N.V. acting as joint and several Co-obligors.
At any time starting 40 days after the issue date holders of CASHES have the option to exchange the CASHES for fully paid ordinary Fortis shares at the Exchange Price. Furthermore, all outstanding CASHES will be automatically exchanged into Fortis shares if, at any time after the seventh anniversary of the issue date, the Fortis shares trade at or above the Automatic Exchange Price Level of EUR 35.91, which is equal to 150% of the Exchange Price of EUR 23.94, for 20 consecutive trading days.
As a result of the transaction, Core Tier 1 capital will increase by an amount equal to the CASHES on the level of both Fortis Group and Fortis Bank. Coupons relating to CASHES will rank junior to any indebtedness or obligation, including any preference shares, of the Co-obligors, pari passu with the undated outstanding Floating Rate Equity-linked Subordinated Hybrid ("FRESH") Capital Securities and the MCS to be issued on December 7, 2007, and senior to any ordinary shares of the Co-obligors, including the Fortis shares. The sole recourse of the holders of CASHES against any of the Co-obligors with respect to the principal amount of the CASHES shall be to the Underlying Shares.
Standard & Poor's, Moody's and Fitch have assigned "A", "A2" and "A+" indicative long-term credit ratings to the CASHES, respectively.
Application will be made to list the CASHES on the Euro MTF market of the Luxembourg Stock Exchange and Fortis SA/NV and Fortis N.V. intend to list the Underlying Shares on Euronext Brussels and Euronext Amsterdam.
The transaction is expected to close on or about December 19, 2007.
Merrill Lynch International and JPMorgan are acting as Joint Global Co-ordinators and Joint Bookrunners, Fortis Bank is acting as Joint Global Co-ordinator and Co-Bookrunner and Fox-Pitt Kelton Cochran Caronia Waller and Santander Global Banking & Markets are acting as Co-Lead Managers in the offering.
Fortis is an international financial services provider engaged in banking and insurance. We offer our personal, business and institutional customers a comprehensive package of products and services through our own channels, in collaboration with intermediaries and through other distribution partners. With a market capitalisation of EUR 48.5 billion (31/10/2007), Fortis ranks among the 15 largest financial institutions in Europe. Our sound solvency position, our presence in over 50 countries and our dedicated, professional workforce of 60,000 enable us to combine global strength with local flexibility and provide our clients with optimum support. More information is available at www.fortis.com.
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+32 (0)2 565 53 78
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Merrill Lynch International
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Maurits van der Eerden
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Fox-Pitt, Kelton Cochran Caronia Waller
+44 20 7663 6000
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. BY READING THIS ANNOUNCEMENT, THE READER ACKNOWLEDGES THAT IT IS A PERSON EITHER (I) OUTSIDE THE UNITED KINGDOM OR (II) FALLING WITHIN ONE OF THE FOREGOING CATEGORIES.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR.
THIS ANNOUNCEMENT IS A SUMMARY ONLY, AND DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH YOUR INVESTMENT IN THE CASHES.
THE BOOKRUNNERS ARE ACTING FOR THE CO-OBLIGORS IN CONNECTION WITH THE OFFERING, AND FOR NO-ONE ELSE AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE CO-OBLIGORS FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE OFFERING, AND THE BOOKRUNNERS MAKE NO REPRESENTATIONS AS TO THE ACCURACY OF AND TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT OR ANY MATTERS REFERRED TO HEREIN.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY CASHES OR A RECOMMENDATION TO BUY OR SELL ANY CASHES. NEITHER THE BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPTS ANY LIABILITY ARISING FROM THE USE OF OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT.
EACH PERSON READING THIS ANNOUNCEMENT SHOULD CONSULT HIS/HER PROFESSIONAL ADVISER TO ASCERTAIN THE SUITABILITY OF THE CASHES AS AN INVESTMENT. IN ADDITION, HAVING READ THIS ANNOUNCEMENT, EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE CASHES FOR AN INDEFINITE PERIOD. NONE OF THE CO-OBLIGORS NOR THE BOOKRUNNERS MAKES ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE CASHES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE CASHES OR (III) THE FUTURE PERFORMANCE OF THE CASHES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
IN CONNECTION WITH THE OFFERING, THE BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE CASHES AND/OR THE UNDERLYING SHARES AT THE SAME TIME AS THE OFFER AND SALE OF THE CASHES OR IN SECONDARY MARKET TRANSACTIONS. EACH OF THE BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH CASHES OR DERIVATIVES OR THE UNDERLYING SHARES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS. THE AMOUNT OF ANY SUCH PURCHASES WILL BE DETERMINED AT THE TIME OF PRICING OF THE CASHES AND WILL BE SUBJECT TO TOTAL DEMAND RECEIVED AND FINAL ALLOCATIONS. IN ADDITION, EACH OF THE BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE CO-OBLIGORS, MAY MAKE MARKETS IN THE SECURITIES OF THE CO-OBLIGORS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH SECURITIES.
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