SNS Reaal Prospectus

PUBLIC OFFERING SNS REAAL N.V. (a public limited liability company, incorporated under the laws of the Netherlands, with its corporate seat in Utrecht, the Netherlands) Offering of €350 million new Ordinary Shares and up to €250 million existing Ordinary Shares SNS REAAL N.V. (the Company) is offering €350 million new Ordinary Shares and Stichting Beheer SNS REAAL (the Selling Shareholder) is offering up to €250 million existing Ordinary Shares. The offering consists of a public offering to institutional investors and retail investors in the Netherlands, and an international offering to certain institutional investors. The offering is undertaken to partially fund the acquisition of AXA NL Combined and to increase liquidity of the Ordinary Shares as announced on 4 June 2007. See “RISK FACTORS” to read about factors that should be carefully considered before investing in the Shares. The Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Shares may lawfully be made. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction in the United States. The Shares may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Shares being offered and sold outside the United States are being distributed in accordance with the exemption from registration provided by Regulation S under the Securities Act (Regulation S). The offer price per Share and the exact number of Shares offered will be set out in a pricing statement which will be deposited with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten; AFM). This pricing statement will be made available on the Company’s website. The offer price and the exact number of Shares offered will also be announced in a press release, an advertisement in the Daily Official List and in at least one national newspaper distributed daily in the Netherlands. The Selling Shareholder has granted the Underwriters an option (the Over-Allotment Option), pursuant to which the Sole Global Coordinator, on behalf of the Underwriters, may require the Selling Shareholder to sell at the same offer price additional existing Ordinary Shares held by it, up to €50 million (the Additional Shares), to cover over-allotments, if any. This prospectus constitutes a prospectus for the purposes of article 3 of the Directive 2003/71/EC (Prospectus Directive) and has been prepared in accordance with article 5:2 of the Dutch Financial Supervision Act (Wet op het financieel toezicht; WFT). This prospectus has been approved by and filed with the AFM. Application has been made to list the new Ordinary Shares on Eurolist by Euronext under the existing symbol “SR”. Capitalised terms are defined in “DEFINITIONS”. Sole Global Coordinator Lehman Brothers Joint Bookrunners Lehman Brothers Rabo Securities Co-Lead Manager SNS Securities Publication Date 13 June 2007 Table of Contents SUMMARY 3 RISK FACTORS 9 CERTAIN NOTICES TO INVESTORS 23 USE OF PROCEEDS 26 THE ACQUISITION 27 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 35 DIVIDENDS AND DIVIDEND POLICY 49 INDUSTRY OVERVIEW 51 BUSINESS 59 SELECTED CONSOLIDATED FINANCIAL INFORMATION 82 OPERATING AND FINANCIAL REVIEW 92 EUROPEAN EMBEDDED VALUE 138 CAPITALISATION 143 FUNDING 144 RISK MANAGEMENT 147 SUPERVISION AND REGULATION 165 DESCRIPTION OF SHARE CAPITAL AND CORPORATE STRUCTURE 173 SUPERVISORY BOARD, MANAGEMENT AND EMPLOYEES 180 CORPORATE GOVERNANCE 195 SELLING SHAREHOLDER 197 DUTCH TAXATION 201 THE OFFERING 205 SUBSCRIPTION AND SALE 210 SELLING AND TRANSFER RESTRICTIONS 212 GENERAL INFORMATION 217 DEFINITIONS 218 FINANCIAL INFORMATION F-1 2 SNS REAAL N.V. Prospectus Public Offering 2007 Summary This summary should be read as an introduction to this prospectus and any decision to invest in any Shares should be based on a consideration of this prospectus as a whole. Civil liability will attach to the Company in any state party to the European Economic Area in respect of this summary, including any translation hereof, only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this prospectus. Where a claim relating to information contained in this prospectus is brought before a court, the plaintiff may, under the national legislation of the state where the claim is brought, have to bear the costs of translating this prospectus before the legal proceedings are initiated. SNS REAAL SNS REAAL is a service provider in the banking and insurance sector with a prime focus on the Dutch retail market and on SME businesses. SNS REAAL’s activities cover three main product groups: mortgages and property finance, savings and investments and insurance. SNS REAAL had total assets of €79.7 billion at year-end 2006, which makes it one of the major financial bank- assurance companies in the Netherlands. Further, SNS REAAL had a shareholders’ equity of €3,200 million and 5,776 FTE employees at year-end 2006. The Ordinary Shares are listed on Eurolist by Euronext since its initial public offering in May 2006. SNS REAAL’s mission is to be the favoured retail financial services specialist in the Dutch market. SNS REAAL aims to achieve this goal by continuously focusing on innovation of products, services and distribution, primarily targeted at retail-plus customers, and further by applying standardised and efficient operational processes to support multi-channel distribution. The Company believes this enables sustainable growth of its net profit and sustainable value creation for its shareholders. The activities of SNS REAAL are organised in five primary business units: SNS Bank: Retail & SME Banking -- This business unit offers banking products in the field of mortgages and savings and investments for both the private and SME markets. In addition to SNS Bank, this unit also comprises ASN Bank, BLG Hypotheken, CVB Bank and SNS Securities. As at 1 July 2006 SNS Asset Management became an independent unit and as such is part of the Group Activities of SNS REAAL. SNS Bank: Property Finance -- This business unit carries out banking activities in the field of real estate investment and project financing. In 2006, this unit only contained the acquired activities of SNS Property Finance; the property financing that is at the moment still part of SNS Bank’s Retail & SME Banking unit will be transferred to Property Finance in 2007. REAAL Verzekeringen: Life insurance -- This business unit offers life and pension insurance policies to the private and SME markets. The REAAL Verzekeringen Leven unit includes the REAAL Levensverzekeringen and Proteq Levensverzekeringen. REAAL Verzekeringen: Non-life insurance -- This business unit offers non-life insurance policies with respect to property and mobility, bodily injury and disability. The REAAL Verzekeringen Schade unit includes the REAAL Schadeverzekeringen and Proteq Schadeverzekeringen. Group Activities -- The Group Activities include the business units that are managed directly by the Executive Board and whose income and expenses are not attributed to the other business units. The Group Activities unit includes SNS REAAL Invest and since 1 July 2006 SNS Asset Management. Acquisition On 3 June 2007, the Company entered into a binding memorandum of understanding with AXA S.A. to acquire all issued shares in the capital of AXA NL, Winterthur NL and DBV NL for a cash consideration of €1,750 million plus accrued interest of 4% per annum as from 1 January 2007 up until closing. AXA NL, Winterthur NL and DBV NL comprise the Dutch operations of AXA S.A. Through the Acquisition, SNS REAAL takes a significant step towards meeting its commercial Prospectus Public Offering 2007 SNS REAAL N.V. 3 objectives. It constitutes a significant strengthening of REAAL Verzekeringen. The platform in key growth areas of disability, pensions and SME is increased, the market share almost doubles in size and the distribution power is improved. SNS REAAL expects substantial cost synergies from this in-market acquisition that puts excess capital to effective use. The Acquisition is expected to be EPS accretive as of 2008. The Acquisition will be financed with the proceeds of the offering of new Ordinary Shares (€350 million) and a combination of hybrid capital and senior debt (€1,400 million). Terms of the Offering Issuer SNS REAAL N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Utrecht, the Netherlands. Selling Shareholder Stichting Beheer SNS REAAL, a foundation (stichting) established under the laws of the Netherlands, with its corporate seat in Utrecht, the Netherlands, and immediately prior to the offering the holder of approximately 65.5% of the Ordinary Shares. Shares The Company is offering €350 million new Ordinary Shares and the Selling Shareholder is offering up to €250 million existing Ordinary Shares (including the Over-Allotment Option) Offering The offering consists of a public offering of the Shares to institutional and retail investors in the Netherlands and an international offering to certain institutional investors. Undertaking Selling By way of backstop in the event of insufficient demand in Shareholder the offering, the Selling Shareholder has undertaken not to sell any of its existing Ordinary Shares and to subscribe at the request of the Executive Board for up to 65.5% of the new Ordinary Shares being offered. To the extent the offering is over-subscribed, the Selling Shareholder shall, at the request of the Executive Board, not subscribe for new Ordinary Shares but sell up to €250 million of its existing Ordinary Shares, including the Over- allotment Option. Any sale of existing Ordinary Shares by the Selling Shareholder in the offering would dilute the Selling Shareholder’s current shareholding and contribute to an increase of liquidity.

Load more