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Offer Memorandum for shareholders

With the publication of the offer memorandum, CACEIS and KAS BANK jointly announce that CACEIS is making a public offer for all KAS BANK shares at a price of EUR 12,75 (cum dividend). As from July 29, KAS BANK shareholders can offer their shares under the offer.

29 Jul 2019

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Important dates

Start of acceptance period July 29, 2019
Extraordinary General Meeting of Shareholders September 12, 2019
End of acceptance period* September 23, 2019
Declaring the offer unconditional* September 26, 2019

* The above dates are conditional upon an extension of the acceptance period. The offerer can extend the acceptance period by a minimum of 2 weeks and a maximum of 10 weeks. This will be announced within 3 business days after the end of the acceptance period, by means of a press release and on KAS BANK's website.

Notice for KAS BANK shareholders

Shareholders that want to tender their shares should contact their custodian, bank or stockbroker no later than 23 september 2019, 17:40 CET Please note that for administrative reasons, custodians, banks or stockbrokers may set an earlier deadline and it is important to inform yourself on this.

Shareholders owning shares individually recorded in the company's shareholders register are requested to deliver a completed and signed acceptance form to the settlement agent. Completed acceptance forms should be received by the settlement agent prior to the acceptance closing time.  

Shareholders who have accepted the offer will receive the offer price for each security validly tendered and delivered on the settlement date. After this date, the dissolution or cancellation of the subscription or delivery is no longer permitted.

Admitted institutions receiving shares from shareholders tendering under this offer shall receive these shares as a custodian. In turn, the admitted institutions will submit such shares by written instruction to the settlement agent. By tendering such shares, the admitted institutions declare that they have the shares in their custody and that they procure transfer of the shares to the offeror prior to or on the settlement date.

If the acceptance period is extended, the offeror shall, within three business days after declaring the offer unconditional, announce a post acceptance period by means of a press release and on KAS BANK's website. The deadline for acceptance will therefore be postponed.

Timetable

CACEIS and KAS BANK are on track to obtain all necessary legal approvals. The offer is expected to be completed in the second half of 2019. As set out in more detail in the offer memorandum, CACEIS may choose to extend the acceptance period. 

CACEIS will announce no later than the third business day after September 23, 2019, whether the offer will be declared unconditional, the acceptance period will be extended, or whether the offer will be terminated because the necessary conditions have not been met.

If the offer is declared unconditional, CACEIS will accept for payment all securities validly tendered. CACEIS will also announce a "post-acceptance period" within three business days of the offer being accepted. During this post-acceptance period, shareholders who have not tendered their shares during the acceptance period may still offer their shares under the same terms and conditions as were already applicable in the offer memorandum. This period will commence on the first business day following the announcement of a post acceptance period and will remain open for a period of no less than five business days and no longer than two weeks.

When the post-acceptance period is announced, CACEIS will continue to accept all shares validly tendered during this period and will pay for such shares within five business days following the end of the post acceptance period. Within three business days after the post acceptance period has ended, CACEIS will announce the number and percentages of securities that have been tendered, and the total number and percentage of securities it owns after this period.

Acquisition of 100% of the shares and delisting

CACEIS seeks to acquire one hundred percent of the shares of KAS BANK through the offer, through a buy-out procedure or through other subsequent restructuring steps. These steps are likely to have significant consequences for shareholders who do not tender their shares under the offer, including the possibility of a substantial delay in the receipt by them of their proceeds.

If the offer is declared unconditional, it is intended that KAS BANK's listing on Euronext Amsterdam will be terminated as soon as possible.

Recommendation to the shareholders

The managing board and the supervisory board are of the opinion that the offer is good for KAS BANK and all its stakeholders. Joining CACEIS guarantees KAS BANK's long-term future and sustainable success, which is in the interests of its customers and employees. The offer also offers advantages to shareholders. The price of EUR 12.75 represents a premium of 110% over the closing price of KAS BANK on Friday, 22 February 2019. The managing board and the supervisory board are of the opinion that the offer is fair from a financial perspective, which is also supported by two fairness opinions issued by Rabobank and ABN AMRO. This is explained in the Position Statement, which can also be found on this website.

Based on their analysis, the managing board and the supervisory board unanimously support the offer and recommend KAS BANK shareholders to offer their shares under the offer.

About KAS BANK and CACEIS

The Dutch asset servicing market is attractive because of the size and complexity of the assets and the high pension savings ratio as a percentage of GDP. KAS BANK is an important player in this market with expertise in serving institutional investors. It is expected that KAS BANK, as part of a larger, well-capitalised player, will have more growth opportunities. Both parties believe that the combination will lead to a better positioning of CACEIS as a service provider for European institutional investors. The strength of CACEIS' parent company, Crédit Agricole, provides a solid financial position, continuity and the opportunity to further develop KAS BANK’s services.

This summary of the Offer Memorandum has been prepared for publication on KAS BANK's website for the benefit of KAS BANK's securityholders. This summary is not exhaustive and does not contain all the information that might be of interest to the securityholders in order to form a well-informed opinion on the public offer. Reading this summary should not be considered an alternative to studying the complete Offer Memorandum. Securityholders are advised to carefully study the complete Offer Memorandum and, if necessary, to seek independent advice in order to be able to form a well-informed opinion about the public offer, as well as about the description of the public offer in this summary and in the Offer Memorandum.

 

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Remko Dieker

More information?

Remko Dieker

Secretary to the Managing Board / Investor Relations
+31 (0)20 557 51 80