ABN AMRO Holding N.V. Offer Memorandum Listing Particulars
11JUL200716232030 3JUL200720235794 11JUL200603145894 Public Offer by RFS Holdings B.V. FOR ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES, NOMINAL VALUE OF e0.56 PER SHARE, IN THE CAPITAL OF ABN AMRO Holding N.V. Offer Memorandum and Listing Particulars 20 July 2007 This Offer expires at 15:00 hours, Amsterdam time, on 5 October 2007, unless extended. OFFER MEMORANDUM dated 20 July 2007 11JUL200716232030 3JUL200720235794 11JUL200603145894 PUBLIC OFFER BY RFS HOLDINGS B.V. FOR ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES, NOMINAL VALUE OF e0.56 PER SHARE, IN THE CAPITAL OF ABN AMRO HOLDING N.V. RFS Holdings B.V. (‘‘RFS Holdings’’), a company formed by an affiliate of Fortis N.V. and Fortis SA/NV (Fortis N.V. and Fortis SA/NV together ‘‘Fortis’’), The Royal Bank of Scotland Group plc (‘‘RBS’’) and an affiliate of Banco Santander Central Hispano, S.A. (‘‘Santander’’), is offering to acquire all of the issued and outstanding ordinary shares, nominal value e0.56 per share (‘‘ABN AMRO Ordinary Shares’’), of ABN AMRO Holding N.V. (‘‘ABN AMRO’’), on the terms and conditions set out in this document (the ‘‘Offer’’). Under the terms of the Offer, holders of ABN AMRO Ordinary Shares will receive for each ABN AMRO Ordinary Share validly tendered and not properly withdrawn: • e35.60 in cash; and • 0.296 newly issued ordinary shares, nominal value £0.25 per share, of RBS (‘‘New RBS Ordinary Shares’’). For the purposes of the Dutch offer rules, the Offer extends to the ABN AMRO ADSs (as defined below), provided that, as further detailed below, the holders of ABN AMRO ADSs are referred to the U.S.
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