Van Lanschot announced today that all shares of Kempen & Co NV were transferred to Van Lanschot on 2 January 2007. This transfer is subsequent to the announcement on 18 October 2006 that Van Lanschot NV, Kempen & Co NV and Kempen & Co's major shareholders had signed the purchase agreement for the acquisition of Kempen & Co. The acquisition of Kempen & Co will strengthen Van Lanschot's position with its target groups: high net-worth individuals, institutional investors, businesses and entrepreneurs. Kempen & Co will continue to enjoy a high degree of independence within Van Lanschot. The Kempen & Co brand name will be maintained.
Share issue The acquisition price of ¤ 300 million for 100% of the shares is paid partly in cash (¤ 190 million) and partly in shares (¤ 110 million). On 2 January 2007 - for an amount of ¤ 110 million - depository receipts for Van Lanschot B shares were issued at a price of ¤ 67.50 to the employees and Board members of Kempen & Co as selling parties. These shares are subject to a three-year lock-up period*. As announced on 7 September 2006, the cash payment is to be financed by means of an additional share issue of ¤ 70 million. As at 2 January, Friesland Bank NV and La Dou du Midi BV, both of which have entered into shareholder agreements with Van Lanschot, exercised their pre-emptive rights accompanying these agreements. Therefore, in addition to the issue of ¤ 110 million, Van Lanschot B shares for an amount of ¤ 34 million and ¤ 21.5 million, respectively, were also issued to these shareholders at a price of ¤ 70.36. With that, the total number of shares in issue amounts to 34.8 million.
Appointment of Ieko Sevinga to the Board of Managing Directors of Van Lanschot The Supervisory Board of Van Lanschot NV has decided to appoint Mr I.A. (Ieko) Sevinga (40) to the Board of Managing Directors of Van Lanschot NV / F. van Lanschot Bankiers NV in January 2007. Ieko Sevinga is currently chairman of the Management Board of Kempen & Co. The shareholders will be notified of his appointment during an Extraordinary General Meeting of Shareholders of Van Lanschot NV to be held on 22 January 2007. Ieko Sevinga shall be responsible in particular for the activities of Kempen & Co. He will be appointed as a member of the Board of Managing Directors of Van Lanschot NV / F. van Lanschot Bankiers NV for a four-year period and is employed under an open-ended employment contract. Regarding his remuneration, reference is made to the Remuneration policy for members of the Board of Managing Directors chapter in the 2005 Annual Report of Van Lanschot NV. His remuneration will be in accordance with this remuneration policy. Further information on the contract with Ieko Sevinga will be given at the Extraordinary General Meeting of Shareholders in January 2007. After the appointment of Ieko Sevinga, the Board of Managing Directors of Van Lanschot NV / F. van Lanschot Bankiers NV will consist of: F.G.H. (Floris) Deckers, chairman; H.H. (Hanso) Idzerda; P.A.M. (Paul) Loven; I.A. (Ieko) Sevinga; and P.R. (Peter) Zwart.
Composition of the Management Board and Supervisory Board of Kempen & Co Hanso Idzerda has been appointed as a member of the Management Board of Kempen & Co as from 2 January 2007. The Management Board of Kempen & Co currently consists of Ieko Sevinga (chairman), Leo Deuzeman and Hanso Idzerda. Paul Loven, Peter Zwart and Floris Deckers have been appointed members and chairman, respectively, of the Supervisory Board of Kempen & Co as from 2 January 2007.
* A one-year lock-up period has been agreed with the members of the Management Board of Kempen & Co who have stepped down or will step down in 2006 and 2007.
's-Hertogenbosch, 2 January 2007
Media relations Van Lanschot: Etienne te Brake, Spokesperson Corporate Communication. Telephone +31 (0)73 548 3026; Mobile +31 (0)6 12 505 110; E-mail [email protected]
Investor Relations Van Lanschot: Geraldine Bakker-Grier, Investor Relations Manager. Telephone +31 (0)73 548 3350; Mobile +31 (0)6 13 976 401; E-mail [email protected].
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 two target groups: high net-worth individuals and medium-sized businesses (including family businesses). 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.
Kempen & Co is a Dutch merchant bank specialising in asset management, securities brokerage and corporate finance. Kempen & Co offers various specialist financial services to institutional investors, businesses, entrepreneurs, government agencies and semi-public entities, foundations and high net-worth individuals. Since its establishment in 1903, Kempen & Co has developed the experience that is required to offer high-quality advisory services based on personal and long-lasting relationships with its clients. Kempen & Co focuses its services on segments where in-depth research and advice effectively add value, e.g. relatively small and medium-sized listed enterprises and real estate companies.
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