VAN LANSCHOT KEMPEN N.V 
By
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY
PERSON OR ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY
's Hertogenbosch, the Netherlands, 12 February 2008 - F. van Lanschot
Bankiers N.V. (the Company) today announced an invitation (the
Invitation) to holders of the Company's outstanding ?600,000,000
Floating Rate Notes due May 2012 (respectively the Noteholders and
the Notes) to offer to sell for cash any and all of their Notes and
to consent to certain proposals (the Proposals), subject to the terms
and conditions detailed in an Invitation Memorandum dated 12 February
2008 (the Invitation Memorandum). Noteholders who validly offer their
Notes for sale pursuant to the Invitation will be deemed to have
voted in favour of the Proposals.
Background to the Invitation
The Invitation is being made to Noteholders in the context of the
Company's commitment to balance sheet efficiency. In line with its
strategic positioning as a private bank, the Company seeks to attract
a large portion of its funding in the form of funds entrusted by its
customers. Together with the Company's current policy of reducing its
focus on mortgage lending, this means that the Company's high level
of liquidity is likely to be sustained for the foreseeable future.
The Invitation and the Proposals will, if successful, allow the
Company to redeem in full its longest dated wholesale funding at a
time when market conditions are favourable towards such a
transaction.
Details of the Invitation
Subject to the terms and conditions of the Invitation, eligible
Noteholders who validly offer their Notes for sale no later than the
Early Offer Deadline will be eligible to receive the Early Purchase
Price of ?1,000 for each ?1,000 in principal amount of Notes accepted
for purchase by the Company. With respect to Notes validly offered
for sale after the Early Offer Deadline but on or prior to the
Expiration Time on the Expiration Date, Noteholders will receive the
Purchase Price of ?995 per ?1,000 in principal amount, subject to the
terms and conditions set out in the Invitation Memorandum.
Noteholders whose Notes are accepted for purchase by the Company will
also receive accrued interest on the Notes up to (but excluding) the
Settlement Date.
+---------------------------------------------------------------------------+
| Notes |Outstanding | ISIN/Common |Early Purchase|Purchase Price|
| | Principal | Code | Price |(per ?1,000 in|
| | Amount | |(per ?1,000 in| principal |
| | | | principal | amount |
| | | | amount | outstanding) |
| | | | outstanding) | |
|------------------+------------+-------------+--------------+--------------|
| ?600,000,000 |?600,000,000|XS0218607272/| ?1,000 | ?995 |
| Floating Rate | | 21860727 | | |
|Notes due May 2012| | | | |
+---------------------------------------------------------------------------+
The Proposals
In conjunction with the Invitation, a Meeting of Noteholders has been
convened to consider an extraordinary resolution which, if passed,
will entitle the Company to redeem all the outstanding Notes which
have not been purchased pursuant to the Invitation, at the Early
Redemption Price, being 99.50 per cent of the principal amount of
each Note.
In addition, a meeting of the holders of the Company's ?200,000,000
Lower Tier II Floating Rate Notes due February 2016 (the Subordinated
Notes) has been convened to consider and, if thought fit, pass an
extraordinary resolution to sanction the amendment to the conditions
of the Notes.
Timetable
Event Date/ Time
Announcement of Invitation/Notice of 12 February 2008, at 08:00
Meetings hours CET
Early Offer Deadline/Revocation Deadline 21 February 2008, at 16:00
hours CET
Expiration Date and Time 3 March 2008, at 12:00
hours CET
Meeting of Subordinated Noteholders 5 March 2008, starting at
11:00 hours CET
Meeting of Noteholders 5 March 2008, starting at
12:00 hours CET
Announcement of acceptance of offers to As soon as practicable
sell after the Meetings
Expected Settlement Date 11 March 2008
The Company reserves the right in its sole discretion to amend,
extend, shorten or terminate the Invitation. Details of any such
amendment, extension or termination will be notified to Noteholders
as soon as possible after it takes place.
Eligible holders of the Notes are advised to read carefully the
Invitation Memorandum for full details of, and information on, the
procedures for participating in the Invitation. BNP Paribas is acting
as Dealer Manager. Deutsche Bank AG, London Branch and Deutsche Bank
Luxembourg S.A. are acting as Tender and Consent Agents.
The Company
F. van Lanschot Bankiers N.V.
Hooge Steenweg 27-31
5211 JN 's-Hertogenbosch
The Netherlands
The Dealer Manager
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Telephone: +44 (0) 207 595 8668
Facsimile:+44 (0) 207 595 5095
debt.restructuring@bnpparibas.com
The Tender and Consent Agents
Deutsche Bank AG, London Branch
Winchester House, 1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attention: TSS/Restructuring Group
Telephone: +44 (0) 20 7547 5000
Facsimile: +44 (0) 20 7547 5001
E-mail address: xchange.offer@db.com
Deutsche Bank Luxembourg S.A.
2 Boulevard Konrad Adenauer
L-1115 Luxembourg
Attention: CTAS
Telephone: +352 421 22 460
Facsimile: +352 421 22 426
E-mail address: xchange.offer@db.com
DISCLAIMER
This announcement must be read in conjunction with the Invitation
Memorandum. This announcement and the Invitation Memorandum contain
important information which should be read carefully before any
decision is made with respect to the Invitation. If you are in any
doubt as to the action you should take, you are recommended to seek
your own financial advice, including as to any tax consequences, from
your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. Any individual or company whose Notes
are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to
offer to sell Notes pursuant to the Invitation. None of the Company,
the Dealer Manager or the Tender and Consent Agent makes any
recommendation as to whether Noteholders should offer to sell Notes
pursuant to the Invitation.
INVITATION RESTRICTIONS
This Invitation Memorandum does not constitute an Invitation in any
jurisdiction in which, or to or from any person to or from whom, it
is unlawful to make such invitation under applicable securities laws.
United States of America
The Invitation is not being made and will not be made directly or
indirectly in, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States or
to U.S. persons as defined in Regulation S under the United States
Securities Act of 1933, as amended (US Persons). This includes, but
is not limited to, facsimile transmission, electronic mail, telex,
telephone and the Internet. Accordingly, copies of any documents or
materials related to this solicitation of offers to sell are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed, forwarded in or into the United States or
to any U.S. person. Any purported offer in response to such
solicitations of offers to sell resulting directly or indirectly from
a violation of these restrictions will be invalid, and offers to sell
made by a resident of the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or any
U.S. person will not be accepted.
The purpose of the Invitation Memorandum is limited to the Invitation
and the Invitation Memorandum may not be sent or given to a person in
the United States. Each holder of Notes participating in the
Invitation will represent that it is not located in the United States
of America and is not a U.S. person and is not giving an order to
participate in the Invitation from the United States or on behalf of
a U.S. person.
Italy
The Invitation is not being made in the Republic of Italy. The
Invitation and the Invitation Memorandum have not been submitted to
the clearance procedure of the Commissione Nazionale per le Società e
la Borsa (CONSOB) pursuant to Italian laws and regulations.
Accordingly, holders of Notes are hereby notified that, to the extent
such holders are Italian residents and/or persons located in the
Republic of Italy (Italian Persons), the Invitation is not available
to them and they may not submit offers to sell their Notes and, as
such, any Electronic Offer Notice received from such persons shall be
ineffective and void, and neither the Invitation Memorandum nor any
other offering material relating to the Invitation, or the Notes may
be distributed or made available in the Republic of Italy.
United Kingdom
For the purpose of section 21 of The Financial Services and Markets
Act 2000 (the FSMA), any invitation or inducement to engage in any
investment activity included within the Invitation Memorandum is made
only to, or directed at, (i) persons within the United Kingdom who
are holders of the Notes and therefore fall within the definition of
Article 43(2)(b) of the Financial Promotion Order; and (ii) any other
persons to whom this Invitation Memorandum for the purposes of
section 21 of the FSMA can otherwise lawfully be communicated (all
such persons together being referred to as relevant persons), and
must not be acted on or relied upon by persons other than relevant
persons. Any invitation or inducement to engage in any investment
activity included within the Invitation Memorandum is available only
to relevant persons and will be engaged in only with relevant
persons.
France
The Invitation is not being made, directly or indirectly, to the
public in the Republic of France. The Invitation Memorandum or any
other offering material relating to the Invitation may not be
distributed to the public in the Republic of France and only
providers of investment services relating to portfolio management for
the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and
qualified investors (investisseurs qualifiés) other than individuals,
all as defined in and in accordance with Articles L.411-1, L.411-2
and D.411-1 of the French Code monétaire et financier are eligible to
submit offers to sell. The Invitation Memorandum has not been
submitted for clearance to the Autorité des Marchés Financiers.
Belgium
The Invitation Memorandum and any related documents are not intended
to constitute a public offer in Belgium within the meaning of the Law
of 16 June 2006 on the public offer of investment instruments and the
admission to trading of investment instruments on a regulated market
(the Public Offer Law) and may not be distributed to the Belgian
public. The Belgian Commission for Banking, Finance and Insurance has
neither reviewed nor approved this document or commented on its
accuracy or adequacy or recommended or endorsed the Invitation. Only
qualified investors within the meaning of Article 10 of the Public
Offer Law are eligible to accept the Invitation.
's-Hertogenbosch, 12 February 2008
Van Lanschot Media Relations: Etienne te Brake, Corporate
Communication spokesperson.
Telephone +31 (0)73 548 3026; Mobile phone +31 (0)6 12 505 110;
E-mail e.tebrake@vanlanschot.com
Van Lanschot Investor Relations: Geraldine A.M. Bakker-Grier,
Investor Relations Manager.
Telephone +31 (0)73 548 3350; Mobile phone +31 (0)6 13 976 401;
E-mail g.a.m.bakker@vanlanschot.com
Van Lanschot nv is the holding company of F. van Lanschot Bankiers
nv, the oldest independent bank in the Netherlands, with a history
dating back to 1737. The bank focuses on three target groups: high
net-worth individuals, medium-sized businesses (including family
businesses) and institutional investors. Van Lanschot stands for
high-quality services founded on integrated advice, personal service
and customised solutions. Van Lanschot NV is listed on the Euronext
Amsterdam Stock Market.
The press release can be downloaded from the following link:
http://hugin.info/133415/R/1190518/239618.pdf
Copyright © Hugin AS 2008. All rights reserved.VAN LANSCHOT : F. van Lanschot Bankiers N.V. announces an invitation of offers to sell and solicitation of consents in relation to its ?600,000,000 Floating Rate Notes due May 2012
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© GlobeNewswire - 2008
