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
Delta Lloyd N.V.,
Delta Lloyd Levensverzekering N.V. and Delta Lloyd
Schadeverzekering N.V. ("Delta Lloyd") are
offering (the "Offering") up to 11.3 million existing depositary
receipts (the "Offer DRs") representing class A ordinary shares in
the capital of Van Lanschot N.V. (the "Company" or "Van Lanschot")
with a nominal value of €1 each. The Offer DRs represent
approximately 27.4% of the Company's total issued share
capital.
Offering
highlights
-
Offer and subscription period commences today
and is expected to end for retail investors at 5:30pm CET on 7 June
2016 and for institutional investors at 2:00pm CET on 8 June 2016,
subject to acceleration or extension
-
Sale of up to 11.3 million Offer DRs by Delta
Lloyd representing 27.4% of Van Lanschot's share capital, excluding
exercise of the over-allotment option
-
Over-allotment option of up to 10% of the Offer
DRs which will consist of existing depositary receipts held by
Delta Lloyd. The total sale including the over-allotment option
represents the full stake held by Delta Lloyd of approximately
30.2% in Van Lanschot's share capital
-
The offer price ("Offer Price") is expected to
be in the range of €15.00 to €18.00 per Offer DR and will be
determined following a bookbuilding process
-
The Offering will allow Van Lanschot to
substantially increase its free float and is expected to increase
the liquidity of its listed depositary receipts
-
Up to 1% of the Offering (excluding the
over-allotment option) is reserved for a preferential allocation of
the Offer DRs to eligible employees of Van Lanschot
-
The members of Van Lanschot's Executive Board
will subscribe for Offer DRs at the Offer Price for an aggregate
amount of €1,060,000 and these subscriptions will be allocated in
full
-
Prospectus available as of today
Company
highlights
-
The Company operates as a specialist,
independent wealth manager dedicated to the preservation and
creation of wealth for its private and institutional clients
-
Van Lanschot's core operating segments consist
of: Private Banking, Asset Management and Merchant Banking
- Private
Banking - an established and leading independent Dutch private
wealth manager offering a full range of financial services which
includes financial planning, wealth planning, asset discretionary
asset management and investment advice
- Asset
Management - Kempen Capital Management N.V. is a specialised
European investment management boutique offering institutional and
fiduciary asset management, management of investment funds and
development of investment products and solutions
- Merchant
Banking - Kempen & Co N.V. offers specialist services in
mergers and acquisitions, capital markets transactions and debt
advisory, as well as equity brokerage and research, and structured
products
· Van Lanschot believes that its
key strengths include the following:
- Clear choice for wealth
management targeting institutional and private clients with strong
brand names, reliable reputation and rich history
- Core activities with their own
distinct culture and positioning as niche players and which are
mutually reinforcing
- Straightforward governance model
with highly experienced Executive Board
- Capital increasingly freed up by
winding down corporate loan portfolio
- Strong balance sheet, capital
ratios, cash reserves and diversified funding mix (CET1 ratio of
16.4% as at 31 March 2016[1] comfortably
above 13.4% DNB SREP requirement[2])
Reasons for sale
by Delta Lloyd
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.
The
Offering
Delta Lloyd is offering up to 11.3
million Offer DRs (excluding the over-allotment option) that it
currently holds in Van Lanschot (i.e. approximately 27.4% of Van
Lanschot's issued share capital).
The Offering consists 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.
In addition, there will be an
over-allotment option of up to 10% of the Offer DRs (up to
1,127,271 depositary receipts) which will consist of existing
depositary receipts held by Delta Lloyd.
The Offer Price is expected to be
in the range of €15.00 to €18.00 (inclusive) per Offer DR (the
"Offer Price Range"). The Offer Price Range is indicative. The
Offer Price and the exact number of Offer DRs that will be sold
under the Offering will be determined on the basis of a
bookbuilding process by
Delta Lloyd in consultation with the Company and the Joint Global
Coordinators after the end of the offer period.
Following the Offering, Delta
Lloyd will hold a stake representing approximately up to 2.7% of
the share capital of Van Lanschot if the over-allotment option is
not exercised in full. It will no longer have an interest in the
share capital of Van Lanschot in case of full exercise of the
over-allotment option.
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.
Preferential
employee allocation
There will be a preferential
allocation of up to 1% of the total number of Offer DRs (excluding
the over-allotment option) to eligible employees of Van Lanschot.
In addition, the members of the Company's Executive Board will
subscribe for the Offer DRs at the Offer Price for an aggregate
amount of €1,060,000. The subscriptions of the members of the
Executive Board will be allocated in full. The Executive Board
members will be subject to a lock-up of 365 days from the date of
closing of the Offering.
Prospectus
The Offering is being made only on
the basis of a prospectus, that has been approved by the
Netherlands Authority for Financial Markets (the "AFM"). Copies of
the prospectus can, 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, electronically available via the website of Van
Lanschot (https://corporate.vanlanschot.nl/offering).
Goldman Sachs International and UBS Investment
Bank are acting as Joint Global Coordinators and Joint Bookrunners
for the Offering, and BofA Merrill Lynch and ABN AMRO are acting as
Joint Bookrunnners for the Offering (collectively, the "Joint
Bookrunners"). Kempen & Co and
Kepler Cheuvreux have been appointed as Co-Lead Managers for the
Offering.
Timetable
Subject to acceleration or
extension, the timetable below sets forth certain expected key
dates for the Offering:
-
The Offering commences today, 31 May 2016 and is
expected to end for retail investors at 5:30pm CET on 7 June 2016
and for institutional investors at 2:00pm CET on 8 June 2016
-
Pricing and allocation are expected to take
place on 9 June 2016
-
Settlement and delivery of the Offer DRs is
expected to take place on 13 June 2016
For further
information
https://corporate.vanlanschot.nl/offering
More information about this press release:
Delta Lloyd
Van Lanschot
Media
Relations
+31 20 594 44 88
Mediarelations
+31 20 354 4585
mediarelations@deltalloyd.nl
mediarelations@vanlanschot.com
Investor
Relations +31
20 594 96
93
Investor
Relations +31
20 354 4590
ir@deltalloyd.nl
investorrelations@vanlanschot.com
Disclaimer
The contents of this announcement
have been prepared by and are the sole responsibility of Delta
Lloyd and 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 Van Lanschot N.V. (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. An offer to acquire Securities pursuant to
the proposed offering will be made, and any investor should make
his investment, solely on the basis of information that is
contained in the prospectus to be made generally available in the
Netherlands in connection with such 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
proposed 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, once
published, 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] Fully
loaded, excluding retained earnings
[2] Supervisory
Review and Evaluation Process; based on Van Lanschot's balance
sheet as at 31 December 2014)
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#2016596
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