KAS BANK and CACEIS hereby announce that all Regulatory Approvals required to close the Offer have been obtained. With this, an important milestone of the transaction process has been achieved. Securityholders can continue to tender their Securities until the Acceptance Closing Date. The Acceptance Period will end on Monday 23 September 2019 at 17:40 hours CET.
17 Sep 2019
- All Regulatory Approvals required to close the Offer obtained, including declarations of no objections from the Dutch Central Bank ("DNB") and the European Central Bank ("ECB").
- KAS BANK and CACEIS jointly recommend all Securityholders to tender Securities.
- The Acceptance Period will end on Monday 23 September 2019 at 17:40 hours CET, unless extended.
Paris, France and Amsterdam, the Netherlands, 17 September 2019
The following Regulatory Approvals have been obtained:
- a declaration of no objection from the ECB for acquiring a qualifying holding in KAS BANK; and
- a declaration of no objection from the DNB for acquiring a qualifying holding in KAS Trust & Depositary Services B.V.
This means that CACEIS has obtained the Regulatory Approvals required to close the Offer.
Declaring the Offer unconditional
As indicated in the joint press release dated 26 July 2019, if the acceptance level is below 95%, CACEIS may waive the 95% Condition, and if CACEIS declares the Offer unconditional, implement a demerger and liquidation of KAS BANK, on terms set out in more detail in the Offer Memorandum. In respect of the regulatory approvals regarding the Demerger and Liquidation, (i) a declaration of no objection from the ECB on a financial or corporate restructuring for KAS BANK, (ii) a banking license from the ECB for NewBankCo and (iii) a declaration of no objection from the ECB for acquiring a qualifying holding in NewBankCo need to have been obtained. The ECB has indicated that it will not approve a new banking license for NewBankCo before the Offeror has declared the Offer unconditional. Accordingly, if the Offeror wishes to implement the Demerger and Liquidation, all filings will only be made for such a license after the Offeror has declared the Offer unconditional and elects to implement the Demerger and Liquidation.
In case the 95% Condition is not satisfied, CACEIS is under no obligation to declare the Offer unconditional. If CACEIS does not declare the Offer unconditional, the Offer will be terminated.
Securityholders to tender
Securityholders can continue to tender their Securities until the Acceptance Closing Date. The Acceptance Period will end on 23 September 2019 at 17:40 hours CET. CACEIS and KAS BANK recommend to all Securityholders to tender their Securities.
The custodian, bank or stockbroker may set an earlier deadline for communication by Securityholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to the Settlement Agent in a timely manner. Reference is made to section 3 of the Offer Memorandum.
If the Offer is declared unconditional, the Offeror will accept all Securities that have been validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and not previously withdrawn pursuant to the terms of the Offer in accordance with the procedures set forth in Section 3.5 (Withdrawal rights) of the Offer Memorandum.
During any such extension of the Acceptance Period, any Securities previously tendered and not withdrawn will remain subject to the Offer.
Notice to U.S. Securityholders of KAS BANK
The Offer is being made for the Securities of KAS BANK, a public limited liability company incorporated under Dutch law, and is subject to Dutch disclosure and procedural requirements, which differ from those of the United States. The financial information of KAS BANK included or referred to herein has been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted by the European Commission and Part 9 of Book 2 of the Dutch Civil Code for use in the European Union and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer will be made in the United States in compliance with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act) and the rules and regulations promulgated thereunder, including the exemptions therefrom, and otherwise in accordance with the applicable regulatory requirements in the Netherlands. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a U.S. holder of Securities may be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under applicable state and local laws, as well as foreign and other tax laws. Each holder of Securities is urged to consult his or her independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. holders of Securities to enforce their rights and any claim arising out of the U.S. federal securities laws, since the Offeror and KAS BANK are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Securities may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission or other regulatory authority has approved or disapproved the Offer, passed upon the fairness or merits of the Offer or provided an opinion as to the accuracy or completeness of this Offer Memorandum or any other documents regarding the Offer. Any declaration to the contrary constitutes a criminal offence in the United States.
To the extent permissible under applicable law or regulation, including Rule 14e-5 under the U.S. Exchange Act, and in accordance with standard Dutch practice, the Offeror and its Affiliates or brokers (acting as agents for the Offeror or its Affiliates, as applicable) may before or during the period in which the Offer remains open for acceptance, directly or indirectly, purchase, or arrange to purchase, Securities outside of the United States, from time to time, other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisers to the Offeror may engage in ordinary course trading activities in securities of KAS BANK, which may include purchases or arrangements to purchase such securities. To the extent required in The Netherlands, any information about such purchases will be announced by press release in accordance with Article 13 of the Takeover Decree and posted on the website of CACEIS at www.caceis.com.