ASR Nederland Result Notice Exchange Offer and Consent Solicitation
ASR Nederland N.V. (thehereby announces the results of its Exchange Offer and Consent Solicitation in respect of the three series of securities issued by the Fortis Capital Funding Trusts. The Exchange Offer and Consent Solicitation was made on 17 July 2009 on the terms and subject to the conditions set out in an Exchange Offer and Consent Solicitation Memorandum dated 17 July 2009 (the). Terms used in this announcement and not otherwise defined have the meanings given in the Exchange Offer and Consent Solicitation Memorandum.
Results of the Exchange Offer
The Offeror has accepted for exchange all Existing Institutional Securities and all Existing Retail Securities validly offered for exchange in the Exchange Offer and not withdrawn. According to information provided by the Exchange Agent, Lucid Issuer Services Limited, as at the Expiration Deadline at 5.00 p.m. (Amsterdam time) on 31 July 2009, the final results of the Exchange Offer were as follows:
Existing Security | Issuer | Amount Outstanding prior to Exchange Offer | ISIN | Amount accepted for exchange | % accepted for exchange | Amount of New Securities to be issued |
|---|---|---|---|---|---|---|
Floating Rate Noncumulative Guaranteed Trust Capital Securities | Fortis Floating Rate Capital Funding Trust | €400,000,000 | USU3456R1006 | €346,611,000 | 86.67% | €259,958,250 |
Fixed Rate Annual Noncumulative Guaranteed Trust Capital Securities | Fortis Fixed Rate Annual Capital Funding Trust | €200,000,000 | USU3456N1091 | €168,463,000 | 84.23% | €126,347,250 |
Total Institutional Securities | | | | €515,074,000 | 85.85% | €386,305,500 |
Fixed Rate Quarterly Noncumulative Guaranteed Trust Capital Securities | Fortis Fixed Rate Quarterly Capital Funding Trust | € 50,000,000 | USU3456P1040 | € 37,665,500 | 75.33% | € 37,665,500 |
Total Existing Securities | | €650,000,000 | | €552,739,500 | 85.04% | €423,971,000 |
Each Retail Holder who validly tendered Existing Retail Securities will receive, on the Settlement Date, an aggregate principal amount of €100 of New Non-Step-Up Fixed Securities for each €100 in principal amount of such Existing Retail Securities tendered for exchange, plus the applicable Accrued Interest Payment.
Aggregate principal amount of New Securities to be issued
The Offeror hereby further announces that the aggregate nominal amount of New Step-Up Fixed-Floating Securities and New Non Step-Up Fixed Securities to be issued are as follows:
New Securities | ISIN | Aggregate Nominal Amount to be issued |
|---|---|---|
New Step-Up Fixed-Floating Securities | NL0009213545 | €386,305,500 |
New Non Step-Up Fixed Securities | NL0009213552 | € 37,665,500 |
Initial Credit Spread and New Step-Up Fixed-Floating Securities MarginThe Offeror hereby further announces that the Initial Credit Spread in respect of the New Step-Up Fixed-Floating Securities, being the interest percentage referred to in Article 2:6(c) of De Nederlandsche Bank N.V.'s Supervisory Regulation on the Recognition of Hybrid Instruments as Regulatory Capital Components dated 11 December 2007, will be 6.47 per cent. This interest percentage is calculated as the spread between the Fixed Coupon Rate and the 10 year EUR mid-swap rate as published on Bloomberg page EUSW. The New Step-Up Fixed-Floating Securities Margin, being the interest margin which will be equal to 150 per cent. of the Initial Credit Spread (including a step-up amount equal to 50 per cent. of the Initial Credit Spread) and which is used to calculate the floating coupon rate applicable to the New Step-Up Fixed-Floating Securities from (and including) 26 October 2019 will be 9.705 per cent. Results of Consent SolicitationAccording to information provided by the Exchange Agent, as at the Expiration Deadline, the consents received in respect of the Consent Solicitation were as follows:
Existing Security | Issuer | ISIN | Existing Securities consenting | Percentage consenting |
|---|---|---|---|---|
€400,000,000 Floating Rate Noncumulative Guaranteed Trust Capital Securities | Fortis Floating Rate Capital Funding Trust | USU3456R1006 | €363,522,000 | 90.88% |
€200,000,000 Fixed Rate Annual Noncumulative Guaranteed Trust Capital Securities | Fortis Fixed Rate Annual Capital Funding Trust | USU3456N1091 | €189,774,000 | 94.89% |
Total Institutional Securities | | | €533,296,000 | 92.22% |
€50,000,000 Fixed Rate Quarterly Noncumulative Guaranteed Trust Capital Securities | Fortis Fixed Rate Quarterly Capital Funding Trust | USU3456P1040 | € 38,280,500 | 76.56% |
Total Existing Securities | | | €591,576,500 | 91.01% |
(a) Trust Dissolution Proposal
The Offeror hereby separately announces on behalf of the Regular Trustee of each of the Fortis Floating Rate Capital Funding Trust, the Fortis Fixed Rate Annual Capital Funding Trust and the Fortis Fixed Rate Quarterly Capital Funding Trust (together, theTrusts) that a majority (namely 91.01%) of the Holders (voting as a single) has consented to the Trust Dissolution Proposal detailed in the Exchange Offer and Consent Solicitation Memorandum.
As a consequence of the above approvals and the delivery of the Trust Dissolution Notices (as detailed in the Exchange Offer and Consent Solicitation Memorandum), each of the Trusts will be dissolved on 10 August 2009.
(b) Proposed Partnership Amendments
The Offeror hereby further announces on behalf of the Board of Directors of Fortis Capital Funding LP (the Partnership) that Holders of more than €325,000,000 in aggregate principal amount of all Existing Securities, excluding any Existing Securities held by the Offeror or any of its direct or indirect subsidiaries (a Majority) have given their consents in connection with the Consent Solicitation detailed in the Exchange Offer and Consent Solicitation Memorandum and that as a result the Proposed Partnership Amendments detailed in the Exchange Offer and Consent Solicitation Memorandum have been approved.
Following the approval of the Proposed Partnership Amendments and, in each case, on 10 August 2009:
(i) the Partnership Agreement will be amended to implement the Proposed Partnership Amendments;
(ii) the Offeror will issue, and Partnership will invest in, the Comparable Tier 1 Securities;
Comparable Tier 1 Securities | ISIN | Amount to be exchanged for New Securities | Amount outstanding after exchange for New Securities |
|---|---|---|---|
€600,000,000 Floating Rate Perpetual Capital Securities | NL0009213529 | €515,074,000 | €84,926,000 |
€50,000,000 Fixed Rate Perpetual Capital Securities | NL0009213537 | € 37,665,500 | €12,334,500 |
All Comparable Tier 1 Securities purchased by the Offeror pursuant to the Exchange Offer will be cancelled. Special Distribution PaymentThe Offeror hereby further announces that it will pay to each Holder of Comparable Tier 1 Securities the one-time Special Distribution Payment of €0.25 per €100 in principal amount of the Comparable Tier 1 Securities held by such holder on 30 September 2009 (in the case of the Comparable Retail Tier 1 Securities) or on 26 October 2009 (in the case of the Comparable Institutional Tier 1 Securities), being the relevant first coupon payment dates for such Comparable Tier 1 Securities. The Exchange Offer and the Consent Solicitations were made on the terms and subject to the conditions contained in the Exchange Offer and Consent Solicitation Memorandum. This announcement should be read in conjunction with the Exchange Offer and Consent Solicitation Memorandum. The Exchange Offer was subject to offer and distribution restrictions in, amongst other countries, the United States, the United Kingdom, Belgium, France and Italy as more fully set out in the Exchange Offer and Consent Solicitation Memorandum. For further information in relation to the Exchange Offer and Consent Solicitation, Holders should contact the Dealer Managers or the Exchange Agent using the following contact details:
The Dealer Managers | |
|---|---|
UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom Telephone: + 44 (0) 20 7567 2967 Attention: Capital Securities Team | Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.(Rabobank International) Croeselaan 18 3521 CB Utrecht The Netherlands Telephone: +31 (0) 30 2169777 Attention: Debt Capital Markets / Financial Institutions Group |
The Exchange Agent | |
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: + 44 (0) 20 7704 0880 E-mail: ASR@lucid-is.com | |
For further information in relation to ASR Nederland N.V., Holders should contact: | |
ASR Nederland N.V. | |
ASR Nederland N.V. Archimedeslaan 10 3584 BA Utrecht The Netherlands Telephone +31 30 2579815 |
DISCLAIMER
No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. Neither this announcement nor the Exchange Offer and Consent Solicitation Memorandum constitutes an invitation to participate in the Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws and offers of Existing Securities for exchange pursuant to the Exchange Offer have not been and will not be accepted from Holders in any jurisdiction where such invitation is unlawful.
The distribution of this announcement and the Exchange Offer and Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer and Consent Solicitation Memorandum comes are required by each of the Offeror, the Regular Trustee, the Board of Directors, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.