HERTOGENBOSCH, Netherlands, Oct. 5, 2004 (PRIMEZONE) -- Van Lanschot NV is to hold a General Meeting of Shareholders on 20 October 2004, at which, among other things, information will be provided on the acquisition of CenE Bankiers completed on 30 September 2004 and its financing. Another agenda item for the General Meeting of Shareholders will be an amendment to the Articles of Association.
Acquisition and financing
The acquisition will be financed by the issue of ordinary shares A and depositary receipts for ordinary shares A. This share issue, which is planned for November 2004, falls within the mandate granted to Van Lanschot by its shareholders. Some 3.4 million depositary receipts for ordinary shares A will be issued, representing 12% of the ordinary shares currently in issue. Prior to the share issue, Van Lanschot will issue a perpetual loan of (Eur) 120 million. The company will be able to increase this loan by at most (Eur) 45 million, subject to the approval of the shareholders, to compensate for the redemption of the preference shares A. ABN AMRO Rothschild and Rabo Securities will act as lead managers for the share issue. The perpetual loan will be issued by Rabobank and F. van Lanschot Bankiers. Further details of the issue of the perpetual loan and the share issue will be announced shortly before these issues are to take place.
Van Lanschot is planning to redeem its preference shares A, with the aim of simplifying its capital structure.
Amendment to the Articles of Association
Van Lanschot will also ask the shareholders to approve an amendment to the Articles of Association to bring them into line with the new Dutch two-tier entity act (structuurwet) which came into force on 1 October 2004. It will also be possible for holders of depositary receipts to vote at shareholders' meetings using a proxy. Moreover, amendments to the rules on the composition of the Board of Administratie Kantoor gewone aandelen A Van Lanschot and the Board of Stichting Preferente Aandelen C Van Lanschot will mean that they will be made up only of independent members in the future. The Meeting will also be asked to consider the proposed remuneration policy for the Board of Managing Directors.
Another agenda item for the General Meeting of Shareholders is the intended appointment of Mr H.H. (Hanso) Idzerda (57), the current chairman of the Board of Management of CenE Bankiers, to the Board of Managing Directors of Van Lanschot NV.
's-Hertogenbosch, 5 October 2004
DISCLAIMER
This announcement is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Australia, Canada, Ireland, South Africa or Japan. This document does not constitute, or form part of, an offer, or solicitation of an offer, to purchase or subscribe for any rights, shares or other securities in any jurisdiction. The offer to acquire securities in Van Lanschot NV pursuant to the proposed issue of new securities will be made by means of a prospectus to be issued by Van Lanschot NV and any decision to purchase or subscribe for securities should be made solely on the basis of information contained in the prospectus to be published in connection with such equity issue.
Note for the editor:
Van Lanschot will hold an analysts meeting on Tuesday, 5 October (4 p.m.) in Hotel The Grand in Amsterdam. The PowerPoint presentation will be available on the website www.vanlanschot.com from 5 p.m.
The full press release can be downloaded from the following link:
http://hugin.info/133415/R/963135/139241.pdf
F. van Lanschot Bankiers NV is the oldest independent bank in theNetherlands, with a history dating back to 1737. The Bank focuses onthree target groups: high net-worth individuals, medium-sizedbusinesses (including family businesses) and institutional investors.Van Lanschot stands for high-quality services founded on integratedadvice, personal service and customised solutions. Van Lanschot NV islisted on the Euronext Amsterdam Stock Market.
Press contact Van Lanschot: J.A. Stein, Corporate Communication Manager Telephone +31 (0)73 548 33 50; fax +31 (0)73 548 32 04 Investor Relations Van Lanschot: A.J.J. Barens, Investor Relations Director Telephone +31 (0)73 548 81 77; fax +31 (0)73 548 80 06