Dated at Auckland this 19th day of December 2008.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Statement of reasons
This notice applies to acts or omissions occurring on or after 10 October 2007 and expires on 31 January 2009.
It relates to increases in voting control in ABN AMRO Craigs Limited (AAC), a Code company.
The Takeovers Panel (the Panel) has granted exemptions from rule 6(1) of the Takeovers Code for—
RFS Holdings BV (RFS) in respect of increases in its voting control in AAC resulting from RFS’s takeover of ABN AMRO Holding N.V. (ABN AMRO) and RFS's subsequent acquisitions of shares in ABN AMRO:
The Royal Bank of Scotland Group plc (RBS), Fortis Bank Nederland (Holding) N.V. (Fortis), and Banco Santander Central Hispano, S.A. (Santander) in respect of the deemed increase to their voting control resulting from RFS’s takeover of ABN AMRO and RFS's subsequent acquisitions of shares in ABN AMRO:
ABN AMRO, ABN AMRO Bank N.V., and RFS in respect of ABN AMRO Bank N.V.’s acquisition of the 25% of ABN AMRO Australia Holdings Pty Limited (AAAH) held by AAA Employee Plans Pty Limited and AANZ Employee Plans Limited (corporate trustees).
ABN AMRO controls, through a number of subsidiaries, 50% of the voting rights in AAC.
In late 2007, RFS (a Dutch incorporated company owned by RBS, Fortis, and Santander) became the holder of 86% of the shares in ABN AMRO under a full takeover offer made under the laws of the Netherlands. RFS subsequently purchased further shares in ABN AMRO, and then acquired all the remaining shares in ABN AMRO that it did not own, pursuant to a judgment granted by the Enterprise Chamber of the Amsterdam Court of Appeals.
RFS's acquisitions of shares in ABN AMRO may have resulted in RFS, RBS, Fortis, and Santander becoming or being deemed to become the controllers of 50% of the voting rights in AAC.
ABN AMRO Bank N.V. (a subsidiary of ABN AMRO) held 75% of the shares in AAAH. The remaining 25% of AAAH was held by the corporate trustees for the benefit of the Australian and New Zealand employees of ABN AMRO. AAAH controls, through a number of wholly owned subsidiaries, 50% of the voting rights in AAC. ABN AMRO Bank N.V. acquired the AAAH shares held by the corporate trustees.
ABN AMRO Bank N.V.’s acquisition of shares in AAAH may be deemed to have been an increase in the control of voting rights in AAC by ABN AMRO Bank N.V., ABN AMRO, and RFS.
The Panel considers that granting the exemptions is appropriate and consistent with the objectives of the Code for the following reasons:
the acquisition of voting rights in AAC by any of the exempted parties under RFS’s takeover of ABN AMRO was incidental to a significant overseas takeover transaction directed at acquiring the business assets of ABN AMRO and not to the control of voting rights in AAC (the assets of which are small in relation to the assets of the target group):
any deemed acquisition of voting rights in AAC as a result of the unwinding of the employee share scheme would be incidental to the internal reorganisation of affairs of the ABN AMRO group of companies and was not directed to the acquisition of control over voting rights in AAC:
any increase or deemed increase in the percentage of voting rights in AAC that are controlled by the exempted parties would be as a consequence of the overseas takeover and restructuring, and those transactions were not undertaken for the purpose of effecting the increase in the percentage of voting rights in AAC.