BRUSSELS, Belgium, July 27, 2015 (GLOBE NEWSWIRE) -- BHF Kleinwort Benson Group SA (the "Company") announces that the Company's Board of Directors (the "Board") was informed directly by the Financial Services and Markets Authority (the "FSMA") that the FSMA had been advised of the intention of Eastgate Billion (Luxembourg) S. à r. l., an indirect wholly owned subsidiary of Fosun International Limited (together with its affiliates, "Fosun"), to launch a voluntary and conditional public takeover offer in cash, for all outstanding shares of the Company (including treasury shares, the "Shares") that are not held by Fosun (the "Proposed Offer"). The Board was not contacted by the proposed offeror prior to, nor has been contacted by them since, receiving notification from the FSMA. The Board will review the Proposed Offer and make further announcements in due course. In light of the nature of this Proposed Offer the Board has agreed to form a special sub-committee to review all aspects of the Proposed Offer. The special sub-committee will make recommendations to the full Board, as appropriate, reflecting the interests of all shareholders and other stakeholders. The special sub-committee will consist of non-executive, independent directors Gerd Häusler, Anne van Aaken and Konstantin Graf von Schweinitz and executive director Leonhard Fischer.
Conditions of the offer
Fosun is intending to offer a price of €5.10 per Share. The Proposed Offer is subject to various conditions precedent which include: (i) receipt before 30 April 2016 of regulatory approval in Guernsey, Jersey, Isle of Man, Luxembourg, Ireland, Switzerland, UK and Germany; (ii) receipt before 30 April 2016 of German Deposit Protection Fund's approval; or (iii) holding by Fosun of at least 50% plus one of voting rights at the end of the initial tender offer. The indicative timetable of the Proposed Offer will be known further to subsequent filings by Fosun with the FSMA and the Company.
Transparency shareholder information (law of 2 May 2007)
Total outstanding share capital: EUR 686,368,714
Total number of outstanding ordinary shares: 132,244,164
Total number of related voting rights (the "denominator"): 132,244,164 (one voting right per share)
Fosun's shareholding in the Company
Based on their most recent transparency declaration, Fosun holds 25,768,724 shares representing 19.49% of the voting rights in the Company. By press release dated 23 March 2015, Fosun announced that Fidelidade and Billion Infinity, entities affiliated with Fosun, had entered into share purchase agreements whereby Fidelidade and Billion Infinity would acquire from Mr Collins and affiliated entities an aggregate stake in the Company amounting to 9.12%. This agreement remains subject to closing conditions, including regulatory approvals.
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About BHF Kleinwort Benson Group SA
BHF Kleinwort Benson (Euronext: BHFKB) is a limited liability company incorporated under the laws of Belgium, having its registered office at Avenue Louise 326, 1050 Brussels, Belgium. BHF Kleinwort Benson is a merchant bank with principal activities in private banking, asset management and financial markets & corporates.
For further information visit: www.BHFKleinwortBenson.com
This press release contains or may contain certain forward-looking statements concerning the Company's operations, economic performance and financial condition. Such forward-looking statements are based on management's current expectations, estimates and projections and are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company has no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release.
Full Press Release (PDF) http://hugin.info/135946/R/1941259/701528.pdf
Source: BHF Kleinwort Benson