UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ABN AMRO Holding N.V.
(Name of Subject Company (Issuer))
RFS Holdings B.V.
Fortis N.V.
Fortis SA/NV
Fortis Nederland (Holding) N.V.
The Royal Bank of Scotland Group plc
Banco Santander Central Hispano, S.A.
Santander Holanda B.V.
(Name of Filing Person(Offeror))
Ordinary Shares, nominal value €0.56 per share,
and American Depositary Shares, each of which represents one Ordinary Share
(Title of Class of Securities)
000937102 (American Depositary Shares)
(CUSIP Number of Class of Securities)
RBS Gogarburn, PO Box 1000
Edinburgh EH12 1HQ
United Kingdom
011 44 131 556 8555
with copies to
|
|
|
|
---|---|---|---|
Thomas B. Shropshire Jr. Lawrence Vranka, Jr. Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom 011 44 20 7456 2000 |
Bonnie Greaves George Karafotias Shearman & Sterling LLP Broadgate West 9 Appold Street London EC2A 2AP United Kingdom 011 44 20 7655 5000 |
William P. Rogers, Jr. Richard Hall Cravath, Swaine & Moore LLP CityPoint One Ropemaker Street London EC2Y 9HR United Kingdom 011 44 20 7453 1000 |
Gregory Astrachan Maurice M. Lefkort Willkie Farr & Gallagher LLP 1 Angel Court London EC2R 7HJ United Kingdom 011 44 20 7696 5454 |
(Name, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction Valuation(1) |
Amount of Filing Fee(2) |
|
---|---|---|
$28,312,666,479 | $869,200 | |
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: $204,865.00
Form or Registration No: Form F-4
Filing Party: The Royal Bank of Scotland Group plc
Date Filed: July 20, 2007
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 4 amends Items 4, 8 and 12 (but no other Items) of the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed on July 23, 2007 by RFS Holdings B.V. ("RFS Holdings"), Fortis N.V., Fortis SA/NV and Fortis Nederland (Holding) N.V. (together, "Fortis"), The Royal Bank of Scotland Group plc ("RBS"), Banco Santander Central Hispano, S.A. and Santander Holanda B.V. (together "Santander" and together with Fortis and RBS and, if the context so requires, RFS Holdings, the "Banks"), as amended on July 27, 2007, August 3, 2007 and August 6, 2007. The Schedule TO relates to the third party tender offer (the "U.S. offer") to acquire (i) the outstanding ordinary shares, nominal value €0.56 per share ("ABN AMRO ordinary shares"), of ABN AMRO Holding N.V. ("ABN AMRO") that are held by U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended) and (ii) the outstanding American depositary shares of ABN AMRO, each of which represents one ABN AMRO ordinary share ("ABN AMRO ADSs"), from all holders, wherever located. The U.S. offer is being made on the terms and subject to the conditions set forth in the prospectus dated July 23, 2007 (the "Prospectus") and the related Form of Acceptance, ADS Letter of Transmittal and Notice of Guaranteed Delivery. Concurrently with the U.S. offer, RFS Holdings is making an offer addressed to all holders of ABN AMRO ordinary shares who are located in the Netherlands and to all holders of ABN AMRO ordinary shares who are located outside of the Netherlands and the United States, if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in such offer (the "Dutch offer"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 4 shall have the meaning given to them in the Prospectus.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby supplemented by the following:
On August 6, 2007, Fortis announced that the extraordinary general meetings of Fortis shareholders passed the necessary resolutions for Fortis to participate in the offer for ABN AMRO and to increase the share capital of Fortis SA/NV in order to partially finance the offer. Accordingly, the condition to the U.S. offer relating to Fortis shareholder approvals has been satisfied.
On August 10, 2007, RBS announced that an extraordinary general meeting of RBS shareholders passed the necessary resolutions for RBS to participate in the offer. Accordingly, the condition to the U.S. offer relating to RBS shareholder approval has been satisfied.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8(a) is hereby amended to replace the disclosure under the caption "Interests of RFS Holdings, Fortis, RBS and Santander and Their Directors and OfficersInterests in ABN AMRO Ordinary Shares" on pages 207-209 of the Prospectus with the following:
Interests in ABN AMRO Ordinary Shares
Except where otherwise indicated, the following table sets out the ownership of ABN AMRO ordinary shares (including those underlying ABN AMRO ADSs) by RFS Holdings, Fortis, Fortis Bank
1
Nederland (Holding) N.V., RBS, Santander and Santander Holanda B.V. and each of their respective affiliates, directors and executive officers as at 13 August 2007:
Name |
Amount of ABN AMRO Ordinary Shares |
% of ABN AMRO Ordinary Shares(1) |
||||
---|---|---|---|---|---|---|
RFS Holdings | | | ||||
Fortis Entities |
||||||
Fortis Bank SA/NV | 437,853 | 0.02 | % | |||
Fortis Bank (Nederland) N.V. | 75,000 | 0.00 | % | |||
Blaak 555 3011 GB Rotterdam Netherlands |
||||||
Fortis Banque Luxembourg S.A. | 204,742 | 0.01 | % | |||
50, Avenue J.F. Kennedy 2951 Luxembourg Luxembourg |
||||||
Fortis Insurance Belgium S.A. | 2,503,518 | 0.14 | % | |||
Boulevard Emile Jacqmain 53 B-1000 Brussels Belgium |
||||||
Fortis Insurance Netherlands N.V. | 10,498,636 | 0.57 | % | |||
Archimedeslaan 10 3584 BA Utrecht Netherlands |
||||||
Fortis Corporate Insurance N.V. | 413,732 | 0.02 | % | |||
Prof J. H. Bavincklaan 1 1183 AT, Amstelveen The Netherlands |
||||||
Fortis Proprietary Capital | 24,406 | 0.00 | % | |||
520 Madison Ave. New York, NY 10022 |
||||||
Fortis Directors and Executive Officers |
||||||
Mr. Alois Michielsen(2) | 15,000 | 0.00 | % | |||
Mr. Jos Clijsters(3) | 1,648 | 0.00 | % | |||
Mr. Lex Kloosterman(4) | 9,920 | 0.00 | % | |||
Mr. Jan Van Rutte(5) | 2,355 | 0.00 | % | |||
RBS Entities |
||||||
Royal Bank of Scotland Group plc | 26,212,157 | 1.42 | % | |||
RBS plc, Equity DerivativesStocks | 559,074 | 0.03 | % | |||
36 St. Andrew Square Edinburgh EH2 2YB UK |
||||||
RBS Directors and Executive Officers |
||||||
Mr. William Friedrich | 36 | 0.00 | % | |||
Santander Entities |
||||||
Santander(6) | 15,058,469 | 0.82 | % | |||
2
Banco Español de Crédito, S.A.(7) | 6,000 | 0.00 | % | |||
Avenida Gran Vía de Hortaleza: 3 28043 Madrid Spain |
||||||
Santander Seguros y Reaseguros, S.A.(7) |
78,263 |
0.00 |
% |
|||
Ciudad Grupo Santander Avenida de Cantabria s/n Boadilla del Monte 28660 Madrid Spain |
||||||
Cartera Mobiliaria, S.A.(7) |
45,000 |
0.00 |
% |
|||
Pasco de Pereda, 9-12 39004 Santander Spain |
||||||
Norbest A.S.(7) |
850,000 |
0.05 |
% |
|||
Strandveien, 18Lysaker 1366 Baerum Norway |
||||||
Abbey National plc(7) |
3 |
0.00 |
% |
|||
Abbey National House 2 Triton Square Regent's Place London NW1 3AN United Kingdom |
||||||
Santander Directors and Executive Officers |
||||||
Assicurazioni Generali S.p.A.(7)(8) | 8,725,723 | (7) | 0.47 | % | ||
Piazza Duca degli Abruzzo, 2 34132 Trieste Italy |
||||||
Mr. Antoine Bernheim(9) |
39,963 |
0.00 |
% |
|||
Mr. Rodrigo Echenique(10) | 2,350 | 0.00 | % | |||
Mr. Enrique G. Candelas | 30,000 | 0.00 | % | |||
Mr. Joan-David Grimà(10) | 1,223 | 0.00 | % | |||
Mr. José Manuel Tejón | 14,775 | 0.00 | % |
Notes:
3
Item 8(b) is hereby amended to replace the disclosure under the caption "Interests of RFS Holdings, Fortis, RBS and Santander and Their Directors and OfficersTransactions in ABN AMRO Ordinary Shares" on pages 210-211 of the Prospectus with the following:
Transactions in ABN AMRO Ordinary Shares
Except as otherwise indicated, the following table sets forth information regarding transactions in ABN AMRO ordinary shares (including those underlying ABN AMRO ADSs) by RFS Holdings, Fortis, Fortis Bank Nederland (Holding) N.V., RBS, Santander and Santander Holanda B.V. and each of their respective directors and officers from 21 May 2007 through 13 August 2007.
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Date of Transaction |
Type of Transaction |
Number of Shares |
Price per share |
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(€) |
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RFS Holdings | | | | | ||||
Fortis Entities |
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Fortis Bank Belgium ALM | 24 May 2007 | Purchase | 33,750 | 35.17 | ||||
Fortis Bank Belgium ALM | 12 June 2007 | Sale | 231,052 | 35.41 | ||||
Fortis Bank Belgium ALM | 28 June 2007 | Purchase | 42,985 | 34.25 | ||||
Fortis Directors and Executive Officers |
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|
|
||||
RBS Entities |
||||||||
The Royal Bank of Scotland plc | 31 May 2007 | Sale | 31,100 | 35.63 | ||||
The Royal Bank of Scotland plc | 1 June 2007 | Sale | 8,800 | 35.91 | ||||
The Royal Bank of Scotland plc | 4 June 2007 | Purchase | 60,000 | 35.82 | ||||
The Royal Bank of Scotland plc | 5 June 2007 | Sale | 80,000 | 35.83 | ||||
The Royal Bank of Scotland plc | 5 June 2007 | Purchase | 80,000 | 35.83 | ||||
The Royal Bank of Scotland plc | 5 June 2007 | Purchase | 140,000 | 35.82 | ||||
The Royal Bank of Scotland plc | 5 June 2007 | Sale | 140,000 | 35.82 | ||||
The Royal Bank of Scotland plc | 5 June 2007 | Purchase | 360,000 | 35.82 | ||||
The Royal Bank of Scotland plc | 5 June 2007 | Purchase | 500,000 | 35.85 | ||||
The Royal Bank of Scotland plc | 6 June 2007 | Purchase | 300,000 | 35.65 | ||||
The Royal Bank of Scotland plc | 6 June 2007 | Purchase | 8,700 | 35.41 | ||||
The Royal Bank of Scotland plc | 7 June 2007 | Purchase | 15,400 | 35.35 | ||||
The Royal Bank of Scotland plc | 8 June 2007 | Sale | 280,000 | 35.24 | ||||
The Royal Bank of Scotland plc | 13 June 2007 | Sale | 286,880 | 35.36 | ||||
The Royal Bank of Scotland plc | 14 June 2007 | Purchase | 104,735 | 35.47 | ||||
The Royal Bank of Scotland plc | 14 June 2007 | Sale | 100,000 | 35.63 | ||||
The Royal Bank of Scotland plc | 14 June 2007 | Sale | 11,600 | 35.68 | ||||
The Royal Bank of Scotland plc | 15 June 2007 | Purchase | 140,000 | 35.62 | ||||
The Royal Bank of Scotland plc | 15 June 2007 | Sale | 70,000 | 35.81 | ||||
4
The Royal Bank of Scotland plc | 15 June 2007 | Sale | 18,300 | 35.91 | ||||
The Royal Bank of Scotland plc | 15 June 2007 | Purchase | 40,000 | 30.00 | ||||
The Royal Bank of Scotland plc | 18 June 2007 | Purchase | 400,800 | 32.00 | ||||
The Royal Bank of Scotland plc | 18 June 2007 | Purchase | 400,800 | 32.00 | ||||
The Royal Bank of Scotland plc | 18 June 2007 | Purchase | 50,000 | 34.00 | ||||
The Royal Bank of Scotland plc | 18 June 2007 | Purchase | 50,000 | 34.00 | ||||
The Royal Bank of Scotland plc | 21 June 2007 | Purchase | 8,300 | 35.15 | ||||
The Royal Bank of Scotland plc | 22 June 2007 | Purchase | 35,406 | 35.00 | ||||
The Royal Bank of Scotland plc | 22 June 2007 | Sale | 350,000 | 35.15 | ||||
The Royal Bank of Scotland plc | 25 June 2007 | Sale | 510,000 | 34.39 | ||||
The Royal Bank of Scotland plc | 25 June 2007 | Sale | 300,535 | 34.30 | ||||
The Royal Bank of Scotland plc | 25 June 2007 | Purchase | 300,535 | 34.30 | ||||
The Royal Bank of Scotland plc | 25 June 2007 | Sale | 35,406 | 34.45 | ||||
The Royal Bank of Scotland plc | 25 June 2007 | Purchase | 100,000 | 34.38 | ||||
The Royal Bank of Scotland plc | 25 June 2007 | Sale | 9,100 | 34.05 | ||||
The Royal Bank of Scotland plc | 27 June 2007 | Purchase | 100,000 | 34.13 | ||||
The Royal Bank of Scotland plc | 28 June 2007 | Sale | 14,700 | 34.20 | ||||
The Royal Bank of Scotland plc | 29 June 2007 | Purchase | 22,400 | 34.05 | ||||
The Royal Bank of Scotland plc | 3 July 2007 | Sale | 20,300 | 34.05 | ||||
The Royal Bank of Scotland plc | 6 July 2007 | Sale | 80 | 34.69 | ||||
The Royal Bank of Scotland plc | 9 July 2007 | Sale | 14,300 | 34.65 | ||||
The Royal Bank of Scotland plc | 9 July 2007 | Sale | 200,000 | 34.68 | ||||
The Royal Bank of Scotland plc | 10 July 2007 | Purchase | 22,300 | 34.46 | ||||
The Royal Bank of Scotland plc | 10 July 2007 | Sale | 200,000 | 34.54 | ||||
The Royal Bank of Scotland plc | 12 July 2007 | Sale | 284,000 | 35.17 | ||||
The Royal Bank of Scotland plc | 12 July 2007 | Sale | 100,000 | 34.90 | ||||
The Royal Bank of Scotland plc | 13 July 2007 | Purchase | 140,000 | 35.31 | ||||
The Royal Bank of Scotland plc | 16 July 2007 | Purchase | 135,000 | 37.47 | ||||
The Royal Bank of Scotland plc | 16 July 2007 | Purchase | 400,000 | 37.16 | ||||
RBS plc, Equity DerivativesStocks | 16 July 2007 9 August 2007 |
Sales | 1,445,455 | Various | ||||
The Royal Bank of Scotland Group plc | 10 August 2007 | Purchase | 16,662,168 | 33.61 | ||||
The Royal Bank of Scotland Group plc | 13 August 2007 | Purchase | 9,550,029 | 34.23 | ||||
RBS Directors and Executive Officers |
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|
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Santander Entities(1) |
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Santander Seguros y Reaseguros, S.A. | 28 May 2007 | Purchase | 30,000 | 36.10 | ||||
Santander Seguros y Reaseguros, S.A. | 1 June 2007 | Disposal | 30,000 | 35.78 | ||||
Santander | 21 May 2007 | Disposal | 37,407 | 35.17 | ||||
Santander | 21 May 2007 | Disposal | 24,938 | 35.17 | ||||
Santander | 29 May 2007 | Scrip dividend | 6,850 | | ||||
Santander | 15 June 2007 | Physical Settlement (receipt) | 500,000 | 19.00 | ||||
Santander | 10 August 2007 | Purchase | 5,000,000 | 32.85 | ||||
Santander | 13 August 2007 | Purchase | 9,550,029 | 34.23 | ||||
Santander Directors and Executive Officers(2) |
||||||||
Assicurazioni Generali S.p.A. | 22 May 2007 | Purchase | 28,000 | 35.35 | ||||
Assicurazioni Generali S.p.A. | 3 July 2007 | Disposal | 100,000 | 33.97 | ||||
Assicurazioni Generali S.p.A. | 5 July 2007 | Disposal | 50,000 | 34.48 | ||||
Mr. Antoine Bernheim(3) | 29 May 2007 | Scrip dividend | 666 | | ||||
5
Mr. Enrique G. Candelas | 28 May 2007 | Purchase | 30,000 | 35.95 | ||||
Mr. Joan-David Grimà(4) | 24 May 2007 | Purchase | 1,223 | 35.69 |
Note:
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended to add the following:
(a)(5)(xix) | RBS press release dated August 10, 2007 announcing that the resolution on the proposed acquisition of ABN AMRO by RBS and its partners, Fortis and Santander, put forward at its Extraordinary General Meeting was passed (incorporated herein by reference to the filing made by RBS on August 10, 2007 pursuant to Rule 425 under the Securities Act of 1933, as amended). |
6
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RFS HOLDINGS B.V. | |||||
By: |
/s/ KAREL DE BOECK |
||||
Name: Karel De Boeck | |||||
Title: Member of the Executive Committee Fortis | |||||
Date: August 13, 2007 |
By: |
/s/ MARK FISHER |
||||
Name: Mark Fisher | |||||
Title: Director | |||||
Date: August 13, 2007 |
By: |
/s/ JOSÉ ANTONIO ÁLVAREZ |
||||
Name: José Antonio Álvarez | |||||
Title: Director | |||||
Date: August 13, 2007 |
FORTIS N.V. |
|||||
By: |
/s/ GILBERT MITTLER |
||||
Name: Gilbert Mittler | |||||
Title: Chief Financial Officer | |||||
Date: August 13, 2007 |
FORTIS SA/NV |
|||||
By: |
/s/ GILBERT MITTLER |
||||
Name: Gilbert Mittler | |||||
Title: Chief Financial Officer | |||||
Date: August 13, 2007 |
FORTIS NEDERLAND (HOLDING) N.V. |
|||||
By: |
/s/ JOHANNES VAN RUTTE |
||||
Name: Johannes Van Rutte | |||||
Title: Chairman of the Executive Board | |||||
Date: August 13, 2007 |
THE ROYAL BANK OF SCOTLAND GROUP PLC |
|||||
By: |
/s/ MARK FISHER |
||||
Name: Mark Fisher | |||||
Title: Director | |||||
Date: August 13, 2007 |
BANCO SANTANDER CENTRAL HISPANO, S.A. |
|||||
By: |
/s/ JUAN GUITARD |
||||
Name: Juan Guitard | |||||
Title: Executive Vice President, General Secretariat | |||||
Date: August 13, 2007 |
SANTANDER HOLANDA, B.V. |
|||||
By: |
/s/ PABLO CASTILLA |
||||
Name: Pablo Castilla | |||||
Title: Director | |||||
Date: August 13, 2007 |
7
(a)(1)(i) | Form of Acceptance for ABN AMRO ordinary shares (incorporated herein by reference to Exhibit 99.5 to Amendment No. 1 to the Registration Statement on Form F-4 filed by RBS on July 23, 2007) | |
(a)(1)(ii) |
ADS Letter of Transmittal (ABN AMRO ADSs) (incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to the Registration Statement on Form F-4 filed by RBS on July 23, 2007) |
|
(a)(1)(iii) |
Notice of Guaranteed Delivery (ABN AMRO ADSs) (incorporated herein by reference to Exhibit 99.2 to Amendment No. 1 to the Registration Statement on Form F-4 filed by RBS on July 23, 2007) |
|
(a)(1)(iv) |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ABN AMRO ADSs) (incorporated herein by reference to Exhibit 99.3 to Amendment No. 1 to the Registration Statement on Form F-4 filed by RBS on July 23, 2007) |
|
(a)(1)(v) |
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ABN AMRO ADSs) (incorporated herein by reference to Exhibit 99.4 to Amendment No. 1 to the Registration Statement on Form F-4 filed by RBS on July 23, 2007) |
|
(a)(4)(i) |
Prospectus dated July 23, 2007 (incorporated herein by reference to Amendment No. 1 to the Registration Statement on Form F-4 filed by RBS on July 23, 2007) |
|
(a)(5)(i)* |
Summary advertisement in The Wall Street Journal dated July 23, 2007 |
|
(a)(5)(ii)* |
Translation of the text of the advertisement in the Dutch press announcing the commencement of the offer dated July 23, 2007 |
|
(a)(5)(iii) |
Consortium and Shareholders' Agreement dated May 28, 2007 among The Royal Bank of Scotland Group plc, Banco Santander Certral Hispano, S.A., Fortis N.V., Fortis SA/NV and RFS Holdings B.V. (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(iv) |
Letter dated May 16, 2007 from Merrill Lynch International to Fortis N.V. and Fortis SA/NV (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(v) |
Letter dated May 28, 2007 from Merrill Lynch International to The Royal Bank of Scotland plc (incorporated herein by reference to Exhibit 10.3 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(vi) |
Letters dated May 5, 2007 from Dresdner Bank AG to Banco Santander Central Hispano, S.A. (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(vii) |
Letters dated May 5, 2007 from Calyon Sucursal en España to Banco Santander Central Hispano, S.A. (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(viii) |
Letters dated May 14, 2007 from ING Bank N.V. to Banco Santander Central Hispano, S.A. (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
8
(a)(5)(ix) |
Letter dated May 27, 2007 from Merrill Lynch International to Banco Santander Central Hispano, S.A. (incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(x) |
Letter dated June 22, 2007 from Calyon Sucursal en España to Banco Santander Central Hispano, S.A. (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(xi) |
Letter dated June 22, 2007 from Dresdner Bank AG to Banco Santander Central Hispano, S.A. (incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(xii) |
Letter dated June 22, 2007 from ING Bank N.V. to Banco Santander Central Hispano, S.A. (incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(a)(5)(xiii)** |
Banco Santander Central Hispano, S.A. press release dated July 27, 2007 announcing Santander's EGM approves financing for the acquisition of ABN assets |
|
(a)(5)(xiv) |
Letter dated May 16, 2007 from Merrill Lynch International to Fortis N.V. and Fortis SA/NV (incorporated herein by reference to Exhibit 10.11 to Amendment No. 2 to the Registration Statement on Form F-4 filed by RBS on August 3, 2007) |
|
(a)(5)(xv) |
Transcript of remarks made by Sir Fred Goodwin to RBS employees, dated August 3, 2007 (incorporated herein by reference to the filing made by RBS on August 3, 2007 pursuant to Rule 425 under the Securities Act of 1933, as amended) |
|
(a)(5)(xvi)*** |
Joint announcement by ABN AMRO, Fortis, RBS and Santander, dated August 5, 2007 (incorporated herein by reference to the filing made by Fortis, RBS and Santander on August 6, 2007 pursuant to Rule 425 under the Securities Act of 1933, as amended) |
|
(a)(5)(xvii)*** |
Fortis press release dated August 6, 2007 announcing Fortis shareholders vote on the offer for ABN AMRO and capital increase |
|
(a)(5)(xviii)*** |
Fortis press release dated August 6, 2007 announcing Fortis shareholders vote in favour of the offer for ABN AMRO and capital increase |
|
(a)(5)(xix) |
RBS press release dated August 10, 2007 announcing that the resolution on the proposed acquisition of ABN AMRO by RBS and its partners, Fortis and Santander, put forward at its Extraordinary General Meeting was passed (incorporated herein by reference to the filing made by RBS on August 10, 2007 pursuant to Rule 425 under the Securities Act of 1933, as amended) |
|
(h)(i) |
Opinion of Linklaters LLP regarding certain United States federal income tax matters (incorporated herein by reference to Exhibit 8.1 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(h)(ii) |
Opinion of Linklaters LLP regarding certain U.K. tax matters (incorporated herein by reference to Exhibit 8.2 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
|
(h)(iii) |
Opinion of Deloitte & Touche LLP regarding certain Dutch tax matters (incorporated herein by reference to Exhibit 8.3 to the Registration Statement on Form F-4 filed by RBS on July 20, 2007) |
9