On 7 April 2020, the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the "Enterprise Chamber") rendered its judgment in the squeeze-out procedure initiated by CACEIS Bank S.A. ("CACEIS") against the other holders of ordinary shares in the capital of KAS BANK N.V. ("KAS BANK").
The Enterprise Chamber has found CACEIS' squeeze-out claim valid and has ordered all other holders of ordinary shares to transfer their shares to CACEIS in exchange for payment of the squeeze-out price. One of the holders of ordinary shares that has been ordered to transfer its shares to CACEIS is Stichting Administratiekantoor Aandelen KAS BANK (the "Share Trust Office"). Please find below further information on the implications of the squeeze-out for holders of depositary receipts issued by the Share Trust Office.
The Enterprise Chamber has set the squeeze-out price for each ordinary share at EUR 12.75 as per 27 September 2019, which price shall be increased with statutory interest over the period from 27 September 2019 until the date of voluntary transfer of the ordinary share(s) or until the date of consignation pursuant to Article 2:359c Dutch Civil Code (the squeeze-out price plus statutory interest hereinafter referred to as the "Squeeze-Out Price"). CACEIS intends to make payment of the Squeeze-Out Price payable to the holders of ordinary shares on 28 April 2020. CACEIS furthermore intends to make a payment to the consignment office (consignatiekas) of the Dutch Ministry of Finance on 29 April 2020 for any remaining ordinary shares that have not been voluntarily transferred to CACEIS. The Squeeze-Out Price will be EUR 12.90.
Holders of ordinary shares
CACEIS will reach out to the holders of ordinary shares (aandeelhouders op naam) with further information on completion of the squeeze-out process. The holders of ordinary shares may choose to voluntarily adhere to the judgment of the Enterprise Chamber by transferring their ordinary shares in the capital of KAS BANK to CACEIS in exchange for payment of the Squeeze-Out Price. Settlement is expected to take place on 28 April 2020.
CACEIS intends to pay the aggregate Squeeze-Out Price for any remaining ordinary shares that have not been voluntarily transferred to CACEIS into the consignment office of the Ministry of Finance on 29 April 2020. As of that date, all remaining ordinary shares in the capital of KAS BANK will be transferred to CACEIS by operation of law. The former holders of ordinary shares will subsequently be entitled to payment of the Squeeze-Out Price for each ordinary share held from the consignment office of the Ministry of Finance.
Holders of depositary receipts
Payment of the Squeeze-Out Price to depositary receipt holders (certificaathouders) will be facilitated by Euroclear Netherlands. The Share Trust Office will assign its claim for payment of the Squeeze-Out Price to Euroclear Netherlands. Following this assignment, Euroclear Netherlands will claim payment of the Squeeze-Out Price from the consignment office of the Ministry of Finance and will pay the Squeeze-Out Price to the respective financial institutions. These financial institutions shall arrange for payment of the Squeeze-Out Price to each depositary receipt holder. This process may take a few months to complete.
The Share Trust Office will shortly publish an announcement with further details on the payment of the Squeeze-Out Price to the holders of depositary receipts. Depositary receipt holders cannot request payment of the Squeeze-Out Price from CACEIS, as the underlying ordinary shares are registered in name of the Share Trust Office. Depositary receipt holders should contact the Share Trust Office with any questions in this respect (e-mail address: firstname.lastname@example.org).