TIDM49WP
RNS Number : 2666N
NIBC Bank N.V.
18 May 2020
PRESS RELEASE
The Hague, 18 May 2020
This is a press release by NIBC Holding N.V. ("NIBC") in
connection with the announced proposed recommended public offer
(the "Offer") by Flora Acquisition B.V. (the "Offeror"), an entity
incorporated under Dutch law, owned by certain funds (the
"Blackstone Funds") managed and/or advised by Blackstone's Tactical
Opportunities and Private Equity businesses and other managers
affiliated with The Blackstone Group Inc. (each or together, as the
context requires, "Blackstone"), for all the issued and outstanding
ordinary shares in the capital of NIBC (the "Shares"). The Offer
together with the private transactions entered into between the
Offeror and each of J.C. Flowers & Co ("JCF") and Reggeborgh
Invest B.V. ("Reggeborgh") in respect of the acquisition by the
Offeror of all Shares held by them, shall be referred to as the
"Transaction". This announcement is not for release, publication or
distribution, in whole or in part, in or into, directly or
indirectly, the United States, Canada or Japan or in any other
jurisdiction in which such release, publication or distribution
would be unlawful.
Update on dividend in relation to the intended all-cash public
offer by Flora Acquisition B.V. for all NIBC shares
On 28 April 2020 the Offeror announced that it lacked certain
funds to pay for the Offer after NIBC had delayed the payment of
the 2019 final dividend of EUR 0.53 per share.
After further discussions NIBC has now committed to the Offeror
to pay the dividend before settlement of the Offer, in order to
enable the Offeror to pay for the Offer at EUR 9.32 per share. As a
result, NIBC shareholders will receive the dividend of EUR 0.53
sometime after the Offer is made and before payment of the Offer
Price, not subject to any conditions. This removes the impediment
for the Offeror to declare certain funds to pay for the Offer.
NIBC's major shareholders J.C. Flowers & Co and Reggeborgh
Invest have agreed to waive the right to collect the dividend
payable on their shares, until such time that in the opinion of the
management and supervisory boards of NIBC, payment is feasible and
appropriate in light of the impact of COVID-19 on the business, or
when NIBC or NIBC Bank pays another dividend or capital
distribution to its shareholders, or repurchases any of the shares
in its capital.
NIBC is continuing its preparations for the Offer. The Offeror
is expected to submit a request for review and approval of the
offer memorandum in relation to the Offer with the Netherlands
Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten) by no later than 19 May 2020, which is the
statutory deadline for this submission.
For more information, please refer to our website www.nibc.com
or contact:
Michèle Negen Eveline van Wesemael Hans Starrenburg
- Jacobusse Press Relations Debt Investor Relations
Investor Relations T: +31 70 342 5412 T: +31 70 342 98 39
T: +31 70 342 9590 E: eveline.van.wesemael@nibc.com E: hans.starrenburg@nibc.com
E: michele.negen@nibc.com
About NIBC
NIBC is best suited to help entrepreneurs at their decisive
moments. Now and in the future. As a bank for entrepreneurs, we are
committed to cultivating our 'THINK YES' mentality by being
flexible and agile and by matching our clients' can-do attitude. We
support our corporate clients in building their businesses. For our
retail clients in the Netherlands, Germany and Belgium we offer
mortgages, online savings and brokerage products that are
accessible, easy to understand and fairly priced. Operating in the
Netherlands (The Hague and Amsterdam), Germany and UK, our
corporate clients business (mainly mid-market) offers advice and
debt, mezzanine and equity financing solutions to entrepreneurs
across select sectors and sub-sectors in which we have strong
expertise and market positions. The midmarket is dynamic by nature
and requires a bank that can respond quickly and in a highly
flexible way. Our aim is to meet the market's requirements at
decisive moments such as mergers and acquisitions, management
buy-outs, investments and strategic financings and
re-financings.
About Blackstone
Blackstone is one of the world's leading investment firms. We
seek to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which
we work. We do this by using extraordinary people and flexible
capital to help companies solve problems. Our asset management
businesses, with $571 billion in assets under management, include
investment vehicles focused on private equity, real estate, public
debt and equity, growth equity, opportunistic, non-investment grade
credit, real assets and secondary funds, all on a global basis.
Further information is available at www.blackstone.com. Follow
Blackstone on Twitter @Blackstone.
Disclaimer
Restrictions
The distribution of this press release may, in some countries,
be restricted by law or regulation. Accordingly, persons who come
into possession of this document should inform themselves of and
observe these restrictions. To the fullest extent permitted by
applicable law, NIBC, the Offeror and Blackstone disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither NIBC, nor the Offeror nor Blackstone,
nor any of their advisors, assumes any responsibility for any
violation of any of these restrictions. Any NIBC shareholder who is
in any doubt as to his or her position should consult an
appropriate professional advisor without delay. This announcement
is not to be published or distributed in or to the United States,
Canada or Japan.
The information in the press release is not intended to be
complete. This announcement is for information purposes only and
does not constitute an offer or an invitation to acquire or dispose
of any securities or investment advice or an inducement to enter
into investment activity. This announcement does not constitute an
offer to sell or the solicitation of an offer to buy or acquire the
securities of NIBC in any jurisdiction.
Forward Looking Statements
Certain statements in this press release may be considered
"forward-looking statements," such as statements relating to the
impact of this Transaction on NIBC, the Offeror and Blackstone and
the targeted timeline for the Transaction. Forward-looking
statements include those preceded by, followed by or that include
the words "anticipated," "expected" or similar expressions. These
forward-looking statements speak only as of the date of this
release. Although NIBC, the Offeror and Blackstone believe that the
assumptions upon which their respective financial information and
their respective forward-looking statements are based are
reasonable, they can give no assurance that these forward-looking
statements will prove to be correct. Forward-looking statements are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from historical experience or
from future results expressed or implied by such forward-looking
statements. Potential risks and uncertainties include, but are not
limited to, receipt of regulatory approvals without unexpected
delays or conditions, the Offeror's ability to successfully operate
NIBC without disruption to its other business activities, the
Offeror's ability to achieve the anticipated results from the
acquisition of NIBC, the effects of competition, economic
conditions in the markets in which NIBC operates, and other factors
that can be found in NIBC's, the Offeror's and/or Blackstone's
press releases and public filings.
Neither NIBC, nor the Offeror nor Blackstone, nor any of their
advisors, accepts any responsibility for any financial information
contained in this press release relating to the business, results
of operations or financial condition of the other or their
respective groups. Each of NIBC, the Offeror and Blackstone
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statements
contained herein to reflect any change in the expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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