Rearrangement shareholders structures Finaxis completed

At the end of January Ackermans & van Haaren ("AvH") has completed the acquisition of 40% of Finaxis from the family shareholders of Group Vanbreda and has payed a first instalment of € 68 million. In January 2005 and 2006, AvH will be paying a 2nd and 3rd instalment of € 68 million each.

 

In parallel AvH has reached an agreement with the J. Delen family, who will acquire a participation of 25% in Finaxis.

This investment results from the following steps :

Promofi (100% AvH) sells 35% of Finaxis to AvH and retains an interest of 25% in Finaxis

Promofi buys back 50% of her own shares from AvH, and the J. Delen family exercises its option on the other 50% of Promofi, whereby they will control Promofi entirely.

As a result of provisions made in the past, the sale of 50% of Promofi to the J. Delen family is neutral for AvH.

The interest of AvH in Finaxis is reduced in a first instance from 60 to 30% due to the exercise of rights of the J. Delen family. Finally the interest of the J. Delen family results at 25% through Promofi after above mentioned transaction with Promofi and the interest of AvH increases thereby with an additional 5%.

 

Attached is an organisation chart before and after these transactions (or via following internet link: http://hugin.info/134311/R/932634/128182.pdf  )

 

These rearrangements involve for AvH a net cash investment of € 175 million, of which € 68 million has already have been paid, to be increased with an earn-out of maximum € 8 million based on the results.

As the transactions, with on the one hand the Vanbreda Group an on the other hand the J. Delen family/Promofi result in an increase of the holding in Finaxis from 30% to 75% a goodwill of € 108.6 million is created in the AvH consoldiated accounts. Under 'Belgian GAAP' goodwill should still be amortized in 2004, whereas from 2005 onwards no amortization of goodwill will be applied under IFRS. On an annual basis, an impairment analysis will be made, as for all goodwill.

 

On the basis of the actual outlook, the impact on the 2004 results will be rather neutral as the increased contribution to profits will be almost cancelled by the extra goodwill amortisation and the financing costs. But as of 2005 this transaction will have, with equal results of the banks, in any case a positive influence on the consolidated result of AvH of € 10.9 million, being the omission of goodwill amortisation.

 

AvH and the J. Delen family have entered into a shareholders agreement which (1) will arrange the corporate governance on the level of Finaxis, Bank Delen and Bank J. Van Breda & C°, and (2) will provide tag-along & preemption rights.  There were no put nor call options granted to the J. Delen family.

 

 

 

As a result the existing strategic partnership between the J. Delen family and AvH will be further reinforced.

Since 1992, the funds under management of Bank Delen have increased from € 500 million to approximately € 6.000 million, positioning the bank within the top 3 of private banks in Belgium. The cooperation with Bank J. Van Breda & C° since 1997 has clearly contributed to the growth of Bank Delen and  the Finaxis group.

 

The rearrangement of the shareholders' structure of Finaxis has no impact on the strategy or operations of both banks.

Both Bank Delen as Bank J. Van Breda & C° maintain their own market positioning and will continue to be run by their existing executive committees.

Finaxis wants both banks to keep growing within their segments, in Belgium and possibly abroad.

 

 

 

 

Antwerp, February 2nd 2004.