FORM 6-K
Filed by The Royal Bank of Scotland Group plc
This communication is filed pursuant to Rule 425 under The Securities
Act of 1933, as amended.
Subject Company: ABN AMRO Holding NV
Commission File Number: 001-14624
Date: July 10, 2007
On June 5, 2007, Royal Bank of Scotland, Fortis and Santander issued the
following press release:
5 July 2007 - Fortis, RBS and Santander Announcement
Fortis, RBS and Santander (collectively, the "Banks") were required under the
Dutch offer rules to publish offer documentation during a 6 week period
(referred to in article 9g(3) of the Dutch Decree on the Supervision of the
Securities Trade 1995) which commenced on the announcement of the proposed offer
on 29 May 2007 and expires on 10 July 2007. As stated in the Banks' announcement
of 29 May 2007, the Autoriteit Financiele Markten ("AFM") had granted an
extension of this period and the duration of this extension would be determined
in the week of 2 July 2007. Taking into account that, whilst good progress is
being made, the review processes by the relevant market regulators relating to
the documentation of the proposed offer have not yet been completed, the AFM has
now determined that the extension will expire on 23 July 2007. As indicated in
their announcement of 22 June 2007, the Banks expect to publish offer
documentation by mid-July.
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Important Information
This announcement is made pursuant to article 9b(1) of the Dutch Decree on the
Supervision of the Securities Trade 1995.
In connection with the proposed offer for ABN AMRO, RBS expects to file with the
U.S. SEC a Registration Statement on Form F-4, which will constitute a
prospectus, and the Banks expect to file with the SEC a Tender Offer Statement
on Schedule TO and other relevant materials. INVESTORS ARE URGED TO READ ANY
DOCUMENTS REGARDING THE PROPOSED OFFER IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain a copy of such documents, without charge, at the SEC's website
(http://www.sec.gov) once such documents are filed with the SEC. Copies of such
documents may also be obtained from each Bank, without charge, once they are
filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. This press release is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States
except pursuant to registration under the US Securities Act of 1933, as amended,
or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the Banks and are naturally
subject to uncertainty and changes in certain circumstances. Forward-looking
statements include any statements related to the benefits or synergies resulting
from a transaction with ABN AMRO and, without limitation, statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"plans", "estimates" and words of similar import. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to, the presence of a competitive
offer for ABN AMRO, satisfaction of any pre-conditions or conditions to the
proposed offer, including the receipt of required regulatory and anti-trust
approvals, the successful completion of the offer or any subsequent compulsory
acquisition procedure, the anticipated benefits of the proposed offer (including
anticipated synergies) not being realized, the separation and integration of ABN
AMRO and its assets among the Banks and the integration of such businesses and
assets by the Banks being materially delayed or more costly or difficult than
expected, as well as additional factors, such as changes in economic conditions,
changes in the regulatory environment, fluctuations in interest and exchange
rates, the outcome of litigation and government actions. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements. None of the Banks undertake any obligation to
update publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Any offer made in or into the United States will only be made by the Banks
and/or RFS Holdings directly or by a dealer-manager that is registered with the
SEC.
Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis S.A./N.V.,
Rue Royale 20, 1000 Brussels, Belgium
Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH12 1HQ, UK
Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registered in
Scotland No 45551
Banco Santander Central Hispano, S.A., Ciudad Grupo Santander, Avenida de
Cantabria, s/n, 28660 Boadilla del Monte, Madrid, Spain