NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL
Offering
highlights
-
Offer price of €16.00 per Offer DR (the "Offer
Price")
-
11,272,729 depositary receipts (the "Offer DRs")
held by Delta Lloyd (as defined below) have been allotted (the
"Offering"), leading to a total offering size of €180.4 million,
assuming no exercise of the over-allotment option[1],
which would increase to €198.4 million if the over-allotment option
would be exercised in full
-
The Offering has been several times
oversubscribed and attracted both high quality institutional
investors as well as large interest from Dutch retail
investors
-
The Offering is part of Delta Lloyd's plan of
management actions and capital measures. The net proceeds will
deliver an uplift of c. 8%points to Delta Lloyd's solvency ratio,
which will then be at 162% on a pro-forma basis
-
Members of the Executive Board of Van Lanschot
N.V. (the "Company" or "Van Lanschot") subscribed for an aggregate
amount of €1,060,000, which has been allocated in full
-
This press release also serves as a pricing
statement and has been deposited with the Dutch Authority for the
Financial Markets (Stichting Autoriteit Financiële
Markten; "AFM"). The press release is also available on the
Company's and Delta Lloyd's website
Hans van der Noordaa, chairman of
Delta Lloyd's Executive Board: "The successful sale of our stake in
Van Lanschot delivers an uplift of 8%point to our solvency ratio
and will bring our solvency ratio to 162%, which is in the upper
half of our target range. We are clearly delivering on our capital
plan and we will maintain our focus on generating capital, which
creates value for all our stakeholders. I am confident Van
Lanschot's shareholders will benefit from the increased free float
and we wish the company and its stakeholders all the best for the
future."
Karl Guha, chairman of Van
Lanschot's Executive Board: "We are very pleased with this outcome.
We have been able to attract strong interest from institutional and
retail investors. Our new, high quality shareholder base buys into
our strategy and positioning of an independent, specialised wealth
management firm. The stock, the company and our shareholders will
benefit from the increased liquidity. We thank Delta Lloyd for
being a loyal shareholder for more than four decades and wish them
well."
The
Offering
Delta Lloyd N.V., Delta Lloyd
Levensverzekering N.V. and Delta Lloyd Schadeverzekering N.V.
("Delta Lloyd") have successfully sold 11,272,729 Offer DRs
representing ordinary shares in Van Lanschot N.V. at the Offer
Price of €16.00 per Offer DR.
The total number of Offer DRs
allotted pursuant to the Offering (excluding any Additional DRs)
equals approximately 27.4% of Van Lanschot's issued share capital.
The final offering size may be increased by up to 1,127,271
depositary receipts in case of exercise of the over-allotment
option, exercisable until July 8, 2016. The gross proceeds for
Delta Lloyd amount to €180.4 million, which would increase to
€198.4 million if the over-allotment option would be exercised in
full.
The Offering is part of Delta
Lloyd's broader plan of management actions and capital measures to
ensure Delta Lloyd's solvency position is strengthened as it
transitions into the new Solvency II regime, effective from 1
January 2016. The net proceeds from the Offering will deliver a c.
8%point addition to
Delta Lloyd's solvency ratio, which will then be at 162% on a
pro-forma basis (as at Q1 2016), assuming the over-allotment option
would be exercised in full.
The Offering consisted of an
offering to certain institutional and retail investors in the
Netherlands and a private placement to certain qualified
institutional investors in various other jurisdictions pursuant to
Regulation S under the US Securities Act of 1933 as amended (the
"US Securities Act") and in the United States to qualified
institutional buyers pursuant to Rule 144A under the US Securities
Act.
Following closing of the Offering,
Delta Lloyd will hold a stake representing approximately up to 2.7%
in the share capital of Van Lanschot if the over-allotment option
is not exercised in full, and will no longer have an interest in
the share capital of Van Lanschot if the over-allotment option is
exercised in full.
In connection with the Offering,
Van Lanschot and Delta Lloyd have committed to a lock-up for a
period of 90 days from the settlement date, subject to customary
carve outs and waiver by the Joint Global Coordinators.
Goldman Sachs International and
UBS Investment Bank acted as Joint Global Coordinators and Joint
Bookrunners for the Offering, and BofA Merrill Lynch and ABN AMRO
acted as Joint Bookrunnners for the Offering (collectively, the
"Joint Bookrunners"). Kempen & Co and Kepler Cheuvreux acted as
Co-Lead Managers for the Offering.
Preferential
employee allocation
Eligible employees of Van Lanschot
have been preferentially allocated approximately 64,000 of the
Offer DRs. In addition, members of the Company's Executive Board
subscribed for 66,250 of the Offer DRs, which has been allocated in
full. The aggregate amount of Offer DRs allocated to members of the
Executive Board and eligible employees of the Company is €2.1
million. The Executive Board members have agreed with the Company
to a lock-up of 12 months from the settlement date.
Timetable
The Offer DRs are currently listed
and trade on Euronext Amsterdam, and settlement of the Offer DRs
will take place on the settlement date, 13 June 2016. Delivery will
take place through the book-entry facilities of Euroclear
Nederland, in accordance with normal settlement procedures.
This press release has been
prepared in accordance with section 5:18 of the Dutch Financial
Supervision Act (Wet op het financieel
toezicht), has been deposited with the AFM and is, subject to
applicable securities law restrictions, available on the website of
Van Lanschot (https://corporate.vanlanschot.nl/offering) or on the
website of the AFM (www.afm.nl). Printed copies are available at
the registered office of Van Lanschot.
Prospectus
For more information about Van
Lanschot and the Offering we refer to the prospectus dated 31 May
2016, copies of which may, subject to applicable securities law
restrictions, be obtained free of charge by contacting Kempen &
Co N.V., Department Operational Services / Agency Services L3 by
email (kas@kempen.nl) or in writing (Kempen & Co, attn.
Department Operational Services / Agency Services L3,
Beethovenstraat 300, 1077 WZ Amsterdam, the Netherlands). The
prospectus is also, subject to applicable securities law
restrictions, available on the website of Van Lanschot
(https://corporate.vanlanschot.nl/offering) or on the website of
the AFM (www.afm.nl).
For further
information
https://corporate.vanlanschot.nl/offering
Disclaimer
The contents of this announcement have been prepared by and are the
sole responsibility of Delta Lloyd and Van Lanschot N.V. (the
Company). The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy,
fairness or completeness.
These materials are not for
release, distribution or publication, whether directly or
indirectly and whether in whole or in part, into or in the United
States, Canada, Australia, South Africa or Japan or any (other)
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
These materials are for
information purposes only and are not intended to constitute, and
should not be construed as, an offer to sell or a solicitation of
any offer to buy the securities of the Company, and such securities
(the Securities) in the United States, Canada, Australia, South
Africa or Japan or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of such jurisdiction.
The Securities are not and will
not be registered under the U.S. Securities Act of 1933, as amended
(the Securities Act) and may not be offered or sold in the United
States absent registration or an exemption from the registration
requirements of the Securities Act. The Company has no intention to
register any part of the offering in the United States or make a
public offering of Securities in the United States.
In the United Kingdom, this
document and any other materials in relation to the Securities is
only being distributed to, and is only directed at, and any
investment or investment activity to which this document relates is
available only to, and will be engaged in only with, "qualified
investors" (as defined in section 86(7) of the Financial Services
and Markets Act 2000) and who are (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Order); or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). Persons who are not
relevant persons should not take any action on the basis of this
document and should not act or rely on it.
The Company has not authorised any
offer to the public of Securities in any Member State of the
European Economic Area other than the Netherlands. With respect to
any Member State of the European Economic Area, other than the
Netherlands, which has implemented the Prospectus Directive (each a
Relevant Member State), no action has been undertaken or will be
undertaken to make an offer to the public of Securities requiring
publication of a prospectus in any Relevant Member State. As a
result, the Securities may only be offered in Relevant Member
States (i) to any legal entity which is a qualified investor as
defined in the Prospectus Directive; or (ii) in any other
circumstances falling within Article 3(2) of the Prospectus
Directive. For the purpose of this paragraph, the expression "offer
of securities to the public" means the communication in any form
and by any means of sufficient information on the terms of the
offer and the Securities to be offered so as to enable the investor
to decide to exercise, purchase or subscribe for the Securities, as
the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU, to the extent
implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State.
No action has been taken by the
Company that would permit an offer of Securities or the possession
or distribution of these materials or any other offering or
publicity material relating to such Securities in any jurisdiction
where action for that purpose is required.
The release, publication or
distribution of these materials in certain jurisdictions may be
restricted by law and therefore persons in such jurisdictions into
which they are released, published or distributed, should inform
themselves about, and observe, such restrictions.
This announcement does not
constitute a prospectus. Any offer to acquire Securities pursuant
to the Offering is made, and any investor should make his
investment, solely on the basis of information that is contained in
the prospectus prepared in connection with the Offering. Copies of
the prospectus may be obtained at no cost from the Company, Kempen
& Co N.V. or through the website of the Company.
Any purchase of Securities in the
Offering should be made solely on the basis of the information
contained in the prospectus. The information in this announcement
is subject to change.
Acquiring investments to which
this announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Persons considering
making such investments should consult an authorised person
specialising in advising on such investments. This announcement
does not constitute a recommendation concerning the Offering. The
value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the
suitability of the Offering for the person concerned.
In connection with the Offering of
the Securities, Goldman Sachs International, UBS Limited, Merrill
Lynch International, ABN AMRO Bank N.V., Kempen & Co N.V. and
Kepler Cheuvreux S.A., and any of their affiliates, may take up a
portion of the Securities in the Offering as a principal position
and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such Securities and other securities of the
Company or related investments in connection with the Offering or
otherwise. Accordingly, references in the prospectus, to the
Securities being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, Goldman
Sachs International, UBS Limited, Merrill Lynch International, ABN
AMRO Bank N.V., Kempen & Co N.V. and Kepler Cheuvreux S.A. and
any of their affiliates acting in such capacity. In addition
Goldman Sachs International, UBS Limited, Merrill Lynch
International, ABN AMRO Bank N.V., Kempen & Co N.V. and Kepler
Cheuvreux S.A. and any of their affiliates may enter into financing
arrangements (including swaps or contracts for differences) with
investors in connection with which Goldman Sachs International, UBS
Limited, Merrill Lynch International, ABN AMRO Bank N.V., Kempen
& Co N.V. and Kepler Cheuvreux S.A. and any of their affiliates
may from time to time acquire, hold or dispose of Securities.
Goldman Sachs International, UBS Limited, Merrill Lynch
International, ABN AMRO Bank N.V., Kempen & Co N.V. and Kepler
Cheuvreux S.A. do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
None of Goldman Sachs
International, UBS Limited, Merrill Lynch International, ABN AMRO
Bank N.V., Kempen & Co N.V. and Kepler Cheuvreux S.A. or any of
their respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or Delta Lloyd,
their subsidiaries or associated companies, whether written, oral
or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith.
In connection with the Offering,
Goldman Sachs International as Stabilisation Agent, or any of its
agents, on behalf of the Managers, may (but will be under no
obligation to), to the extent permitted by applicable law, over
allot the Securities or effect other transactions with a view to
supporting the market price of the Securities at a higher level
than that which might otherwise prevail in the open market. The
Stabilisation Agent will not be required to enter into such
transactions and such transactions may be effected on any
securities market, over-the-counter market, stock exchange
(including Euronext Amsterdam) or otherwise and may be undertaken
at any time during the period commencing on the settlement date and
ending no later than 30 calendar days after the date of the
publication of the pricing statement. The Stabilisation Agent or
any of its agents will not be obligated to effect stabilising
transactions, and there will be no assurance that stabilising
transactions will be undertaken. Such stabilising transactions, if
commenced, may be discontinued at any time without prior notice.
Save as required by law or regulation, neither the Stabilisation
Agent nor any of its agents intends to disclose the extent of any
over-allotments made and/or stabilisation transactions under the
Offering. None of the Company, Delta Lloyd or any of the Managers
makes any representation or prediction as to the direction or the
magnitude of any effect that the transactions described above may
have on the price of the Securities or any other securities of the
Company.
Goldman Sachs International and
UBS Limited (together, the Joint Global Co-ordinators) and Merrill
Lynch International and ABN AMRO Bank N.V. (together, the Joint
Bookrunners and together with the Joint Global Co-ordinators, the
Managers) act exclusively for the Company and Delta Lloyd and
no-one else in connection with any offering of Securities and will
not be responsible to anyone other than the Company and Delta Lloyd
for providing the protections afforded to their respective
customers or for providing advice in relation to any offering or
any transaction or arrangement referred to herein. The Joint Global
Co-ordinators and Merrill Lynch International are each authorised
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
in the United Kingdom.
[1] The Joint
Global Coordinators have been granted an over-allotment option of
up to 10% of the total number of Offer DRs sold in the Offering,
pursuant to which the Joint Global Coordinators may require Delta
Lloyd to sell at the Offer Price up to 1,127,271 existing
depositary receipts ("Additional DRs") in the aggregate held by
Delta Lloyd, exercisable until July 8, 2016
Full press release
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Delta Lloyd via Globenewswire
HUG#2019218
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