DGAP-News: Bayerische Landesbank: Announcement regarding the distribution of dividend payments made on 4 September 2009 in respect of Thomas Cook shares to bondholders of Arcandor AG by way of enforcement of a pledged securities deposit

Bayerische Landesbank / Miscellaneous

30.03.2010 10:30 

Dissemination of a Corporate News, transmitted by
DGAP - a company of EquityStory AG.
The issuer / publisher is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

 

30.03.2010

Announcement regarding the distribution of dividend payments made on 4
September 2009 in respect of Thomas Cook shares to bondholders of Arcandor
AG by way of enforcement of a pledged securities deposit

Reference is made to the EUR 275 million global bearer bond (ISIN:
DE000A0N0N07; WKN: A0N0N0 the Arcandor Bond) by Arcandor Aktiengesellschaft
(the Issuer) for which Bayerische Landesbank acts as security trustee for
the benefit of the bondholders.

On 16 September 2009 Bayerische Landesbank announced to distribute
75,335,013 registered shares of Thomas Cook Group plc under English Law
(each with a nominal value of EUR 0.10) (the Pledged Shares) which had been
appropriated by Bayerische Landesbank pursuant to a collateral agency
agreement dated 9 July 2008 (the Collateral Agency Agreement), along with
dividend payments in respect of the Pledged Shares made on 4 September 2009
(the Dividend Payment).

That announcement (the Announcement) stated that:

'Any pro-rata distribution of Pledged Shares and Dividend Payment will be
made subject to the deduction of all taxes, costs and expenses (including,
but not limited to, outstanding collateral agency fees), incurred in
connection with the enforcement. In particular, until final clarification
with the English tax authorities that Bayerische Landesbank has not
incurred any stamp tax liability in connection with the enforcement and
distribution of Pledged Shares and either (i) satisfactory evidence has
been submitted to Bayerische Landesbank that all relevant stamp taxes have
been paid, or (ii) satisfactory evidence has been submitted to Bayerische
Landesbank that the transfer of the Pro Rata Shares to the respective
bondholder is exempt from any stamp tax the Dividend Payment and, possibly,
an adequate portion of the Pledged Shares will be retained in an amount
equivalent to the maximum aggregate amount of the stamp tax. After
clarification with the English tax authorities, receipt of satisfactory
evidence of payment of taxes, or receipt of satisfactory evidence of tax
exemption any excess amounts and any excess Pledged Shares will be
distributed to the bondholders as outlined above.'

Between 7 October 2009 and 16 October 2009 Bayerische Landesbank
distributed 75,334,097 Pledged Shares to bondholders.  Bayerische
Landesbank has subsequently received evidence in respect of some, but not
all, bondholders as to the amount of UK stamp taxes which have been paid,
or as to entitlement to exemption from such taxes, in respect of the
transfer of Pledged Shares.

Bayerische Landesbank's advisers are in correspondence with HM Revenue &
Customs with a view to minimising the amount of such stamp tax which has to
be deducted in order to discharge Bayerische Landesbank from any remaining
liability in connection with the enforcement of the Collateral Agency
Agreement and distribution of Pledged Shares.  Such correspondence is
ongoing, but in order to facilitate the distribution of as much of the
Dividend Payment as possible at this stage certain arrangements have been
agreed with HM Revenue and Customs. HM Revenue and Customs has agreed the
amounts to be paid to it in order to discharge any liability to UK stamp
duties (including interest) in connection with the enforcement of the
Collateral Agency Agreement and the distribution to each bondholder of its
pro rata share of the Pledged Shares (the amount to be paid in respect of
the distribution to a bondholder of its pro rata share of the Pledged
Shares being the Appropriate Stamp Tax for that bondholder).

For certain bondholders, satisfactory evidence has been received by
Bayerische Landesbank that all relevant stamp taxes have been paid, or that
the transfer of that bondholder's pro rata share of the Pledged Shares was
exempt from any UK stamp tax. Such bondholders have received their share of
the Dividend Payment, less costs and expenses without deduction of any
stamp tax.

Other bondholders, who provided evidence to Bayerische Landesbank that the
amount of stamp tax paid is less than the Appropriate Stamp Tax, have
received their pro rata share of the Dividend Payment, less the outstanding
Appropriate Stamp Tax and costs and expenses.

Those bondholders who neither provided evidence of their stamp tax
liability nor of the amount of stamp tax paid (if any) will receive their
pro rata share of the Dividend Payment, less the Appropriate Stamp Tax and
costs and expenses (the Dividend Share) according to the following
procedure:

Bayerische Landesbank will order the transfer of the Dividend Share into
the respective cash accounts communicated earlier by or on behalf of the
respective bondholders to Bayerische Landesbank as requested in and
following the Announcement. Such order will be made by the dates set out
below.

Bondholders who have yet to provide satisfactory evidence to Bayerische
Landesbank that the Appropriate Stamp Tax has been paid, or that the
transfer of the Pledged Shares to that bondholder was exempt from any stamp
tax, are invited to do so by no later than 26 May 2010 (the Evidence of
Payment Date).  For any bondholder in respect of whom such evidence is
provided by the Evidence of Payment Date, Bayerische Landesbank will order
the transfer of such bondholder's pro rata share of the Dividend Payment,
less costs and expenses, without any deduction in respect of UK stamp tax,
to such bondholder no later than 9 June 2010. For any such bondholder in
respect of whom such evidence is not provided by the Evidence of Payment
Date, Bayerische Landesbank will order the transfer of such bondholder's
pro rata share of the Dividend Payment, less the Appropriate Stamp Tax and
costs and expenses to such bondholder no later than 9 June 2010.

A summary of the evidence which HM Revenue and Customs have agreed should
be sufficient to discharge Bayerische Landesbank from any UK stamp tax
liability in connection with the enforcement and distribution to the
bondholder of its pro rata share of the Pledged Shares is available from
Bayerische Landesbank, upon request.

If satisfactory evidence of payment of UK stamp taxes is provided, but the
amount paid is less than the amount which has been agreed between HM
Revenue and Customs and Bayerische Landesbank, the outstanding Appropriate
Stamp Tax will be deducted from that bondholder's pro rata share of the
Dividend Payment, along with costs and expenses.

Bayerische Landesbank will pay the amounts deducted on account of the
Appropriate Stamp Tax from the Dividend Payment to HM Revenue and Customs,
and will do so on the basis that it is authorised to make such payments on
behalf of the bondholder in receipt of the payment from which the deduction
is made.

HM Revenue and Customs have confirmed to Bayerische Landesbank that
repayment(s) will be made to Bayerische Landesbank of any stamp taxes paid
by Bayerische Landesbank which are demonstrated to be overpayments.  This
might be the case if, for instance, a bondholder has paid, or is exempt
from, UK stamp tax in respect of the distribution of Pledged Shares to it,
but fails to provide satisfactory evidence of such payment or exemption to
Bayerische Landesbank before the Evidence of Payment Date.  It might also
be the case as a result of the doubt which, in the view of HM Revenue and
Customs, exists as to whether the amount of UK stamp taxes due in respect
of the enforcement of the Collateral Agency Agreement and distribution to
the bondholder of its pro rata share of the Pledged Shares falls to be
calculated by reference to the market value of the Pledged Shares on 4
August 2009 or the market value of the Pledged Shares on the date that they
were ultimately transferred to the bondholders.  HM Revenue and Customs
confirmed that if payment is made on the higher of these two amounts,
repayment(s) of any overpaid UK stamp taxes could be made in due course, if
appropriate.

Bayerische Landesbank has been informed by HM Revenue and Customs that
bondholders who contact HM Revenue and Customs directly to recover any
stamp tax paid by Bayerische Landesbank, will experience difficulty in
recovering any overpayment direct from HM Revenue and Customs,
notwithstanding the fact that Bayerische Landesbank would make payments on
the basis described above.  However, if any bondholder is able to
demonstrate that the amount of UK stamp tax deducted from that bondholder's
pro rata share of the Pledged Shares exceeds the amount of UK stamp tax due
in connection with the enforcement and distribution to that bondholder of
its pro rata share of the Pledged Shares (e.g., for any of the reasons set
out in the previous paragraph), Bayerische Landesbank will provide
reasonable assistance to such bondholders by applying to HM Revenue and
Customs for an appropriate refund of part (or all) of the UK stamp tax paid
by Bayerische Landesbank in respect of the Pledged Shares distributed to
that bondholder.  Bayerische Landesbank will only take such steps if the
bondholder requests Bayerische Landesbank to do so and provides Bayerische
Landesbank with an indemnity and, if appropriate, security for the costs of
taking such steps.

Bayerische Landesbank does not assume any liability in connection with the
timely delivery of any of the Dividend Share. Orders to transfer the
relevant Dividend Share shall discharge the liability of the Bayerische
Landesbank under the Collateral Agency Agreement.

Contact: 

Bayerische Landesbank

Department Collateral Office

Brienner Straße 18

80333 Munich, Germany

Fax.: +49 (0)89 2171 22134


30.03.2010 10:30 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|]

---------------------------------------------------------------------------
 
Language:     English
Company:      Bayerische Landesbank
              Brienner Straße 18
              80333 München
              Deutschland
Phone:        + 49 (0) 89 21 71 -2 5852
Fax:          + 49 (0) 89 21 71 -2 1332
E-mail:       franziska.roederstein@bayernlb.de
Internet:     www.bayernlb.de
ISIN:         DE0008021049
WKN:          802104
Listed:       Regulierter Markt in München; Freiverkehr in Berlin, Hamburg
 
End of News                                     DGAP News-Service
 
---------------------------------------------------------------------------