Ageas and the
claimant organisations have reached an amended settlement that
takes into consideration the main concerns of the Amsterdam Court
of Appeal as expressed in its interim decision of 16 June 2017. The
Parties will submit the amended settlement proposal to the
Amsterdam Court of Appeal today, with the request to declare the
settlement binding for all Eligible Shareholders in accordance with
the Dutch Act on Collective Settlement of Mass Claims (Wet
Collectieve Afwikkeling Massaschade, "WCAM").
Ageas's additional effort of EUR
100 million as announced on 16 October 2017, raising the overall
budget for the settlement to EUR 1.3 billion, has allowed to
strengthen the initial settlement agreement, taking into account
the Court's main concerns while honouring the previous commitments
made.
Under the terms of the amended
settlement agreement so-called active and non-active claimants will
be entitled to the same base amounts of compensation for their
damages. Compensation for damages and the additional compensation
component have been equalised for all Eligible Shareholders, whilst
active claimants will be entitled to additional cost
compensation.
The revised structure also takes
into account the Court's concern regarding the lack of solidarity
in case of dilution and it better protects the Buyers'
interests.
In order to ensure that all
claimants can ascertain which rights they will waive in return for
the compensation they will receive, a clear and comprehensive list
of the Events for which such waiver is requested, has been
included.
The amended proposal does not
impact Ageas's results or its solvency position as all charges have
already been provisioned and accounted for in the third quarter
2017 results.
Further important
support
Alongside the initial signatories
(VEB, Deminor, Stichting FortisEffect and SICAF) and the
reconfirmed support by Mr. Arnauts and Mr. Lenssens, the Dutch
consumer organisation ConsumentenClaim, has, based on the proposed
amendments, decided to submit the amended settlement with a
positive recommendation to its constituents. ConsumentenClaim was
one of the main opposing parties at the public court hearing of
March 2017.
This further strengthens the broad
public support for this settlement proposal.
The amended settlement has been
facilitated by the mediation of Stephen Greenberg from the Pilgrim
Group and Yves Herinckx.
Bart De Smet, CEO
Ageas, commented: "After months of hard work,
we are pleased to have reached an amended settlement agreement with
the initial signatories VEB, Deminor, SICAF and Stichting
FortisEffect, and to get the full support of ConsumentenClaim and
most other organisations representing the former Fortis
shareholders. We are confident that this agreement takes into
account the Court's main concerns, whilst offering a fair and
balanced solution for all affected by the past
events."
Next
steps
Today, Ageas and the claimant
organisations will submit the amended proposal to the Amsterdam
Court of Appeal with the request to declare the settlement binding.
Next, a public hearing will be scheduled after which the Court has
to decide whether it declares the settlement binding.
Practical
information
All information related to the
amended Fortis settlement will be made available on Wednesday 13
December 2017 on the dedicated website
FORsettlement.com.
At that time, a calculation tool
will once again be made available. This tool allows Eligible
Shareholders to get a first estimate of the compensation they will
receive under the amended settlement agreement. For any further
questions the dedicated mailbox info@forsettlement.com or the
following toll free call centre phone numbers can be used:
In annex to this press release
more details are provided on the structure and compensation
principles by category of Eligible Shareholders.
Annex: Overview
of the main compensation principles of the amended settlement
agreement
As successor to Fortis and
following the Events in 2007 and 2008, ageas SA/NV is and has been
involved in a series of legal proceedings in Belgium and the
Netherlands in which it faces a number of more or less similar
claims for damages. Ageas and some claimant organisations have now
reached an agreement which implies that:
-
Ageas is not recognising any wrongdoing and no
ultimate payment to Eligible Shareholders can be construed as
recognition of any wrongdoing. Such payment will only be made if
and when the beneficiary commits not to start any legal proceeding
related to the Events and to immediately cease and abandon any
ongoing proceeding.
-
Ageas makes an amount available to shareholders
that accept such commitment and who adequately prove to have
acquired or held Fortis Shares during specific periods. The amounts
attributed will depend on the specific characteristics of the
acquisitions and the holdings during that period.
The amount that would be obtained
by an "Eligible Shareholder" depends on the specific
characteristics of his/her acquisitions and holdings. Hence at this
stage it is impossible to supply any standard answer on what any
individual would receive.
In order to calculate the
compensation amount for each "Eligible Shareholder", Ageas and the
participating claimant organisations, "the Parties", have used a
few principles to define categories of shareholders. These
principles, to a large extent, remain unchanged as compared to the
initial agreement. Within these categories, the final compensation
amount per share will depend on the ultimate amount of shares that
participate to the settlement and the final amount by category of
shareholder.
Eligible
Shareholder
An Eligible Shareholder is any
person who held Fortis Shares at any time between 28 February 2007
and 14 October 2008 (both Close of Business). The eligible shares
refer to the shares currently named Ageas (stock ticker "AGS") and
the number of eligible shares refers to the number of shares before
the reverse stock split of 10:1, effected in 2012.
Eligible Shareholders will have to
waive all further rights to compensation in any form from any party
related to the Events that took place during the eligible
period.
Reference
Periods
Although Ageas entered into the
settlement without admitting any wrongdoing, the Parties took into
consideration the various litigation procedures, the main
allegations and which judgments have been rendered so far, in order
to calculate the compensation amount. On that basis, three main
allegations have been defined:
-
Fortis' communication on its subprime exposure
in September/October 2007
-
Fortis' communication on its future solvency
after full integration of ABN AMRO in May/June 2008
-
Fortis' communication on the deal with the
Benelux governments between 29 September and 1 October 2008
Leading to 3 reference
periods:
-
Period 1 : 21 September 2007 until 7 November
2007 close of business
-
Period 2 : 13 May 2008 until 25 June 2008 close
of business
-
Period 3 : 29 September 2008 until 3 October
2008 close of business
An important overall principle is
that claims are only eligible if the said shareholder bought or
held the eligible shares during any of the 3 reference periods and
still held them on the last day of the related reference
period.
Buyers -
Holders
Based on generally accepted
economic principles a distinction has been made between Buyers and
Holders. Buyers are defined as those persons who bought shares
during one of the reference periods and who kept them at least
until the end of that reference period (close of business).
Simultaneously and taking into account the fact that Fortis had
many long term retail shareholders, the Parties have considered and
decided to also pay a compensation to "Holders". "Holders" are
'Eligible Shareholders' who bought their shares outside one of the
reference periods and still held these at the end of one of the
reference periods (close of business).
Additional
compensation
The Parties have agreed that all
shareholders who complete a valid claims form and who can prove to
have held Fortis Shares anytime between 28 February 2007 and 14
October 2008 (close of business) will receive an additional
compensation.
Eligibility for
cost compensation
Any Eligible Shareholder who took
an affirmative step to make a claim against Ageas in relation to
the Events by participating in a Belgian or Dutch court action or
by having registered or joined, before 31 December 2014, a Dutch or
Belgian organisation, including the claimant organisations, which
has initiated a court action before 24 March 2017.
Compensation
structure simplified
|
Period
1 |
Period
2 |
Period
3 |
Compensation for Buyers (per share) |
EUR
0.47 |
EUR
1.07 |
EUR
0.31 |
Compensation for Holders (per share) |
EUR
0.23 |
EUR
0.51 |
EUR
0.15 |
Additional compensation for all Eligible Shareholders |
EUR 0.50
per share with a max. of EUR 950 |
Cost
addition for Active claimant |
25% of the
compensation for Buyers and/or Holders |
Please note that
the per share amounts are subject to potential dilution or increase
depending on the number of Fortis Shares that will ultimately be
presented. Moreover, please keep in mind that the proposed
settlement has not yet been declared binding by the Court and that
Ageas has a termination right at the end of the opt-out period if
the pay-out amount for the number of Fortis Shares opting out
exceeds 5 % of the total settlement amount.
Ageas is a
listed international insurance Group with a heritage spanning 190
years. It offers Retail and Business customers Life and Non-Life
products that meet their specific needs, not just for today but
also for tomorrow. Ageas, one of the largest insurance companies in
Europe, is mainly active in Europe and Asia, which together make up
the majority of the global insurance market. Through a combination
of wholly owned subsidiaries and long term partnerships with strong
financial institutions and key distributors, Ageas operates
successful insurance businesses in Belgium, the UK, Luxembourg,
France, Italy, Portugal, Turkey, China, Malaysia, India, Thailand,
Vietnam, Laos, Cambodia, Singapore, and the Philippines. In most of
the countries where it operates, Ageas is among the market leaders.
Ageas has more than 40,000 employees, and inflows amounted to
around EUR 32 billion (all figures at 100%) in 2016.
Pdf version of the press
release
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq 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: Ageas via Globenewswire
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