CREDIT AGRICOLE SA: Final results of the Offer for KAS BANK: CACEIS
will hold 97,07% of the issued and outstanding Securities
This is a joint press release by KAS
BANK N.V. (“KAS BANK”) and CACEIS Bank S.A. (“CACEIS” or the
"Offeror"), pursuant to Section 17 paragraph 4 of the Decree on
Public Takeover Bids (Besluit Openbare Biedingen Wft) (the
"Takeover Decree") in connection with the recommended public offer
by CACEIS for all listed issued depositary receipts of ordinary
shares in the capital of KAS BANK (the "Depositary Receipts") and
all non-listed issued ordinary shares in the capital of KAS BANK
which are not registered in the name of Stichting
Administratiekantoor Aandelen KAS BANK (the "Ordinary Shares" and
together with the Depositary Receipts, the "Securities"). Any offer
is made only by means of the Offer Memorandum dated 26 July 2019
(the "Offer Memorandum") approved by the Netherlands Authority for
the Financial Markets (Stichting Autoriteit Financiële Markten)
(the "AFM") and subject to the restrictions set forth therein. This
announcement is not for release, publication or distribution, in
whole or in part, in or into, directly or indirectly, the United
States or Canada or in any other jurisdiction in which such
release, publication or distribution would be unlawful. Terms not
defined in this press release will have the meaning as set forth in
the Offer Memorandum.
Final results of the Offer for KAS BANK:
CACEIS will hold 97,07% of the issued and outstanding
Securities
Delisting will be effective on 5
November 2019
Highlights
- During the Post Acceptance Period, approximately 1.77% of the
Securities were tendered under the Offer
- Including the Securities already held by CACEIS after
Settlement, this represents a total of 97.07% the Securities
- The Settlement of the Securities tendered during the Post
Acceptance Period will take place on 11 October 2019.
- CACEIS will initiate the statutory squeeze-out proceedings in
an expeditious manner in order to obtain 100% of the
Securities.
- The last trading date of the Securities on Euronext Amsterdam
will be on 4 November 2019 and listing and trading of the
Securities will terminate as of 5 November 2019.
Paris, France and Amsterdam, the Netherlands, 7
October 2019
During the Post Acceptance Period, that expired
at 17:40 (CET) today, 261,198 Securities have been tendered under
the Offer, representing approximately 1.77% of the aggregate issued
and outstanding share capital of KAS BANK on a fully diluted basis.
Including the 14,088,162 Securities already held by CACEIS
following Settlement, this is a total of 14,349,360 Securities,
representing approximately 97.07% of the aggregate issued and
outstanding share capital of KAS BANK on a fully diluted basis.
Sikko van Katwijk, Chairman of the
Managing Board of KAS BANK
“Now that the offer has been completed, we will
delist from Euronext Amsterdam after 33 years. We are now part of
one of the largest dedicated assets servicers in Europe, and are
convinced that this enables us to execute our strategy in the years
to come and continue to best serve our clients’ needs. We very much
look forward to being part of CACEIS group and starting this new
chapter in our long history.”
Jean-François Abadie, Chief Executive Officer of
CACEIS
“We are delighted with this final result which
confirms the success of our recommended offer. This transaction
marks a new milestone for CACEIS and KAS BANK. All our clients will
benefit from a comprehensive service offering from a strong
European leader in asset servicing.”
Settlement
With reference to the Offer Memorandum published
on 26 July 2019, Securityholders who accepted the Offer shall
receive the Offer Price for each Security validly tendered (or
defectively tendered, provided that such defect has been waived by
the Offeror) and transferred (geleverd) for acceptance pursuant to
the Offer, under the terms and conditions of the Offer and subject
to its restrictions. Settlement of the Securities tendered during
the Post Acceptance Period and payment of the Offer Price will take
place on 11 October 2019. Following settlement of the Securities
tendered during the Post Acceptance Period, CACEIS will (directly
or indirectly) hold 14,349,360 Securities, representing
approximately 97.07% of the aggregate issued and outstanding share
capital of KAS BANK on a fully diluted basis.
Delisting
As a result of the acquisition of more than 95%
of the Securities by CACEIS, CACEIS and KAS BANK hereby jointly
announce that the listing and trading of the Securities on Euronext
Amsterdam will be terminated. In consultation with Euronext
Amsterdam, it has been decided that the last day of trading of the
Securities will be on 4 November 2019. This means that the
termination of the listing of the Securities shall be effective as
of 5 November 2019. Reference is made to sections 4.19.1 and 4.19.2
(Delisting and Liquidity of the Depositary Receipts) of the Offer
Memorandum.
Squeeze-out
Since CACEIS owns more than 95% of the
Securities, CACEIS will initiate the squeeze-out procedure in an
expeditious manner. Reference is made to section 4.18.1 (Delisting,
Squeeze-Out Procedures) of the Offer Memorandum.
Announcements
Announcements in relation to the Offer,
including announcements in relation to an extension of the Offer
past the Acceptance Closing Time will be issued by press release
and will be made available on KAS BANK's website at
www.kasbank.com.
Subject to any applicable requirements of the
Merger Rules and without limiting the manner in which the Offeror
may choose to make any public announcement, the Offeror will have
no obligation to communicate any public announcement other than as
described above.
Further information
This press release contains selected, condensed
information regarding the Offer and does not replace the Offer
Memorandum and/or the Position Statement. The information in this
press release is not complete and additional information is
contained in the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum are
available on the website of KAS BANK at www.kasbank.com and on the
website of CACEIS at www.caceis.com. These websites do not
constitute a part of, and are not incorporated by reference into,
the Offer Memorandum.
Copies of the Offer Memorandum are furthermore
available free of charge at the office of the Settlement Agent at
the address mentioned below.
The Settlement Agent:
ING Bank N.V.
Foppingadreef 71102 BD AmsterdamThe
Netherlands
For more information, please contact:
Press contact
CACEIS
Press contact KAS BANK Eric
Derobert
Remko Dieker Group Head of Communication and Public
Affairs
Secretary to the Managing Board Tel: +33 1 57 78 05
96
Tel: +31 20 557 51 80 Mobile: +33 6 83 78 65
59
Mobile: +31 6 51 68 54 79
About CACEIS
CACEIS is the asset servicing banking group of
Crédit Agricole dedicated to institutional and corporate clients.
Through offices across Europe, North America and Asia, CACEIS
offers a broad range of services covering execution, clearing,
forex, securities lending, depositary and custody, fund
administration, fund distribution support, middle office
outsourcing and issuer services. With assets under custody of €2.6
trillion and assets under administration of €1.7 trillion, CACEIS
is a European leader in asset servicing and one of the major
players worldwide (figures as of 31 December 2018).
www.caceis.com
About KAS BANK
KAS BANK is a European specialist for
safekeeping and administration of securities and high-quality risk-
and reporting services. We focus on securities services for
professional investors in the pensions and securities market. Our
strategy and services are based on clear principles about the role
custodians should perform in the financial markets. Integrity,
transparency and independence are important values for our bank, as
well as a low risk profile. KAS BANK is located in the Netherlands,
the United Kingdom and Germany. We offer access to more than 90
markets worldwide. KAS BANK is listed on Euronext Amsterdam. KAS
BANK has become part of the CACEIS group after completion of the
Offer in September 2019.
www.kasbank.com
DISCLAIMER
The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, CACEIS and KAS BANK disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither CACEIS, nor KAS BANK, nor any of their
advisors assumes any responsibility for any violation by any of
these restrictions. Any KAS BANK shareholder who is in any doubt as
to his or her position should consult an appropriate professional
advisor without delay. This announcement is not to be published or
distributed in or to the United States, Canada or Japan.
The information in the press release is not
intended to be complete. This announcement is for information
purposes only and does not constitute an offer or an invitation to
acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement
does not constitute an offer to sell or the solicitation of an
offer to buy or acquire the securities of KAS BANK in any
jurisdiction.
Forward Looking Statements
Certain statements in this press release may be
considered “forward-looking statements,” such as statements
relating to the impact of this transaction on CACEIS and KAS BANK.
Forward-looking statements include those preceded by, followed by
or that include the words “anticipated,” “expected” or similar
expressions. These forward-looking statements speak only as of the
date of this release. Although CACEIS and KAS BANK believe that the
assumptions upon which their respective financial information and
their respective forward-looking statements are based are
reasonable, they can give no assurance that these forward-looking
statements will prove to be correct.
Forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from historical experience or from future results
expressed or implied by such forward-looking statements. Potential
risks and uncertainties include, but are not limited to, receipt of
regulatory approvals without unexpected delays or conditions,
CACEIS’ ability to successfully integrate KAS BANK, CACEIS’ ability
to achieve the anticipated results from the acquisition and
integration of KAS BANK, the effects of competition (in particular
the response to the transaction in the marketplace), economic
conditions in the global markets in which CACEIS and KAS BANK
operate, and other factors that can be found in CACEIS’ and KAS
BANK’s press releases and public filings.
Neither CACEIS nor KAS BANK, nor any of their
advisors, accepts any responsibility for any financial information
contained in this press release relating to the business, results
of operations or financial condition of the other or their
respective groups. Each of CACEIS and KAS BANK expressly disclaims
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
- 2019 10 07 CACEIS and KAS BANK Offer Press release end of post
acceptance period and delisting