| 07/05/2010 | Exercising call options on BNP Paribas shares will, under normal circumstances, result in a capital gain. How much will this amount to per Ageas share? |
| |
The capital gain will of course depend on the price of the BNP Paribas share when the options are exercised. Any answer to this question can, therefore, only be theoretical.
On the one hand, there are 2,351,661,425 Ageas shares entitling holders to a dividend and on the other hand there is a call option on 121,218,054 BNP Paribas shares. In accordance with the draft agreement and pursuant to the option, Ageas will be entitled to the difference between the price of the BNP Paribas shares when the option is exercised and EUR 66.672. So if the option is exercised at a price of EUR 67.672 (+ EUR 1), if Ageas exercises the option on all 121,218,054 BNP Paribas shares at once, the amount per share coming to Ageas will be equal to:
1 EUR x 121.218.054
----------------------------- = EUR 0,0515.
2.351.661.425
Similarly and proportionally, any additional increase of EUR 1 in the BNP Paribas share price at the time the option is exercised will procure Ageas the sum of EUR 0.0515, again assuming that Ageas exercises the option on all 121,218,054 BNP Paribas shares at once.
As you know, the European Commission has asked that the profits generated further to the exercising of the option be offered to shareholders as a dividend. The liquidation of the holding company Fortis Brussels announced in mid-April as part of the process of simplifying the structures will make it
possible to pay shareholders the proceeds from the exercising of the options gross of tax (see press release 13/04/2010). Of course, the proceeds from the exercising of the option will be liable for withholding tax on personal property, as are all dividends, when paid to shareholders. |
| 04/05/2010 | Further to the name change from Fortis to Ageas, is BNP Paribas Fortis planning to charge custody fees for keeping Ageas shares in a custody account? |
| | The rates charged on custody accounts are a matter for BNP Paribas Fortis alone. According to the information received from BNP Paribas Fortis, however, it appears that no changes to the rates are planned, either for Ageas shares or for bonds or other debt securities issued previously by Fortis. |
| 23/04/2010 | Does the liquidation of Fortis Brussels and the recovered tax losses carried forward of EUR 11,6 bn, mean that Fortis will not pay taxes in Belgium anymore going forward? |
| | No. The tax losses carried forward are on holding level, at Fortis SA/NV. There are no so called tax consolidation rules in Belgium, meaning that you can use these tax losses only within the entity where they appear and not for all your Belgian based entities.
The main revenues of Fortis SA/NV, against which you can offset tax losses, are dividends upstreamed from the insurance activities. The tax base is only 5% of this amount on which you then pay 34% corporate taxes. Based on the current activity scope, one could say that the annual benefit could range in the order of EUR 5 to 10 million taxes (subject to having a positive tax base). Primarily of course, the objective was to avoid taxes on the realised gains on the BNP Paribas Call option.
In addition, Fortis SA/NV also owns the stake in RPI and a net cash position (on which potential revenues are mostly compensated by the costs from corporate).
AG Insurance, the operating insurance entity is not impacted by this transaction and as a consequence continue to pay corporate taxes in Belgium. |
| 23/04/2010 | Is this a first step in a further restructuring of the group? Could we for instance think of a merger between AG Insurance and Fortis SA/NV |
| | There are no additional short term initiatives planned to further restructure the group. Any possible further restructuring will be decided upon on a case by case basis in view of their possibility to create tangible shareholder value, as is the case with the liquidation of Fortis Brussels.
A merger with AG Insurance is definitely not on the table and would technically impossible as we only own 75% of AG Insurance. |
| 23/04/2010 | Is there a limit in time on the use of the tax losses carried forward? |
| | No, unless there would be a change in law. |
| 23/04/2010 | Are all steps taken to make use of these tax losses? |
| | Yes, a general assembly of Fortis Brussels has voted in favor of the liquidation of the legal entity. The last remaining step to be taken is the liquidation procedure in itself of Fortis Brussels. |
| 23/04/2010 | What would happen if you would sell the stake in Royal Park Investments with a capital gain or if you would realise a benefit related to one of the financial instruments? |
| | Any capital gain realised on the sale of Royal Park Investments would be tax exempted as capital gains on shares are tax exempted under Belgian Tax law.
With respect to the instruments, one needs to look at each case specifically and it would also depend on how any potential solution would be structured. Therefore we would not want to anticipate on a potential tax treatment today. |
| 23/04/2010 | Did Fortis need to pay something for obtaining this tax ruling with the Belgian tax authorities? Or is there an agreement with the Belgian State in the light of the monetisation of the option? |
| | No, Fortis didn’t have to pay anything in this respect. The agreement is part of the normal procedure to obtain fiscal rulings with the Belgian tax authorities, in order to be sure about timing and calculation of the relevant amounts.
The potential monetisation of the call option is a separate and unrelated file and there is no agreement in this respect with the Belgian State. |
| 24/03/2010 | Is Fortis still active in the United States? The question is in response to recent media reports about measures aimed at AIDS victims. |
| | Fortis hasn’t actually been active as an insurance company in the US since 2004. Unfortunately, the media has been reporting old facts dating from 2002. These relate to the old Fortis, which is now Assurant Inc./Assurant Healthcare and which no longer has any connection whatsoever either to Fortis or to AG Insurance. Fortis sold its 65% stake in Assurant Inc., which it held in the United States, in February 2004. |
| 24/03/2010 | When will the capital increase take place and will existing shareholders have the right of first refusal? |
| | The proposal submitted to the Extraordinary General Meeting of Shareholders does not relate to approval of the capital increase as such, but to the authorisation of the Board of Directors for a period of three years to increase Fortis SA/NV’s authorised capital flexibly and rapidly to a maximum of EUR 256,200,000, thereby allowing the issue of 610,000,000 shares. This will enable Fortis SA/NV to meet its obligations entered into in the context of the issue of the financial instruments listed in the report of the Board of Directors.
In accordance with the provisions regulating Fortis SA/NV and Fortis N.V. and which reflect, among other things, the twinning of the shares of the two companies, the Board of Directors wishes to be able to use this technique as flexibly as possible in the interests of Fortis SA/NV and with the possibility, wherever the law permits, of deviating from the preferential subscription right of the existing shareholders or to perform the capital increase by means of a contribution in kind.
|
| 27/01/2010 | Fortis does not provide any information about the part of its portfolio invested in Greek government bonds. What's going on? |
| | Fortis has already passed on information about Greek government bonds on several occasions.
2008 Annual Report refers expressly to the exposure to Greek government bonds: see the financial statements on page 140 at
Fortis will continue to keep its shareholders and the market regularly informed on this matter, including on 10 March this year, when the annual results for 2009 arepublished. |
| 11/01/2010 | Citibank is now proposing to compensate its clients who were victims of the bankruptcy of Lehman Brothers. What’s happening about this at Fortis? |
| |
Fortis was the first to react, in late September 2008, to the announcement of the problems encountered by Lehman Brothers.
In fact, two closed end "branch 23" funds at AG Insurance (Top Protect Alpha Turbo 10/2017 and Top Protect Best Profile 05/2018) were made up of structured bonds - EMTNs issued by Lehman Brothers Treasury Co BV (bankrupt) and guaranteed by Lehman Brothers Holding Inc (under Chapter 11).
Given this exceptional situation, AG Insurance immediately informed its clients in a letter that it was to ensure that it reimbursed the initial net premiums upon the scheduled maturity for these products, should it be definitely established that Lehman Brothers Holdings Inc. would not be able to fulfil its obligation to pay back the net premiums in whole or in part.
When it became virtually certain that Lehman Brothers Holdings Inc. would default, in early December 2009, AG Insurance offered these clients a solution enabling them to end their contract and collect the actualised value of the commitment to reimburse the initial net premium in advance. This reimbursement was based on the current value of a zero-coupon bond representing the commitment of AG Insurance upon the date scheduled by these products.
For clients who may not consider this solution suitable, AG Insurance has arranged for their units to be transferred to an alternative fund (one alternative fund for each fund) with the following characteristics:
- It confirms the commitment by AG Insurance to reimburse their initial net premium on the date stipulated in the contract.
- A net asset value will be published every week. This means that redemption and/or liquidation will be possible. The net asset value will be calculated as follows:
o The net asset value will be based on the value of a zero-coupon bond.
o If, in the future, the value of the bonds issued by Lehman Brothers proves to be higher than the actualised value of the commitment to reimburse the net premium invested, then the asset value will be based on the value of the EMTNs.
Redemption with no costs is possible at any time. |
| 04/01/2010 | Is "coupon 42" now really of no value? |
| |
Following the publication of the law of 22/12/2009 concerning tax and various provisions (Moniteur belge/Belgisch Staatsblad of 31/12/2009), "coupon 42" has become effectively without value as the chapter confirming the existence of coupon 42 and its specific treatment has been deleted from the said law (article 91 of the above-mentioned law).
Coupon 42’ will therefore be removed from shareholders’ securities accounts in the near future, although the precise date will depend on the depositary bank. The same applies to the shareholders’ register for holders of registered shares.
Shareholders who still hold physical shares at that point may detach and destroy ‘coupon 42’, since it will no longer have any value.
For further information regarding coupon 42, please see the reply to the question of 7/09/2009 : What’s the current situation regarding ‘coupon 42’ and the call option on BNP Paribas shares?
|
| 30/12/2009 | What is the significance of the opinion of the Procurator General regarding the Fortis judgment of 12 December 2008 ? |
| |
Fortis has learned of the conclusions of the Procurator General who concluded that the judgment of the court of appeal of 12 December 2008 should be reversed, this due to a failure to respond to the conclusions of the SFPI/FPIM that had invoked protection of the general interest to justify the operations effected.
These conclusions confirm the position of Fortis that has always maintained that the transactions of September and October 2008 were in order and had the object of ensuring the survival of the banking and insurance activities and at the same time of preserving the value for shareholders. It is of course necessary to await the decision of the court of appeal itself.
If the judgment were to be reversed, this would be without impact on the operational activities of the group companies.
|
| 12/11/2009 | Is the impact of the capital increase of BNP Paribas on the call option of Fortis now known ? And if so, what is the new strike price? |
| |
The impact of the capital increase of BNP Paribas on the call option of Fortis is effectively known since 12 November 2009.
The SFPI/FPIM and Fortis appointed Petercam as the independent calculation agent for the call option (the agent is responsible for making value calculations in the event of exceptional circumstances, e.g. super dividends, mergers and takeovers, and particularly share issues).
Subsequent to BNP Paribas’s recent rights issue on 13 October 2009, the calculation agent has recomputed the strike price of the call option and has reduced it from EUR 68.00 to EUR 66.672.
|
| 10/11/2009 | Fortis Finance launches a Public Offer in cash on outstanding debt securities. What does it mean ? |
| |
Fortis Finance launches a voluntary public takeover bid in cash on all its outstanding bonds on 10 November 2009. The CBFA approved the prospectus on 3 November 2009. The acceptance period for the bid will start on 10 November 2009 and close on 30 November 2009; Fortis Finance will announce the results of the bid on 4 December 2009. The settlement of the bid price, including payment of accrued interest, will take place on 11 December 2009.
|
| 05/10/2009 | Does the capital increase of BNP Paribas (with rights issue) have an impact on the call option of Fortis? And if so, what is the new strike price? |
| |
The capital increase of BNP Paribas does have an impact on the call option of Fortis. The new strike price can only be calculated after closing of the markets on 13 October (the value of the rights on their last trading day will be input for the calculation). Moreover, the number of rights SFPI has sold or, as the case may be, to what extent its subscription right has been exercised, must be known. A calculation agent will calculate the new strike price on the basis of this input. Fortis will publish the new strike price as soon as possible after this calculation has been communicated.
|
| 25/09/2009 | Fortis Finance announced on 24 September 2009 a public takeover bid on their bond instruments. What is the procedure ? |
| |
Fortis Finance announced on 24 September their intention to launch a voluntary public offer, in cash, on the outstanding Notes. The CBFA published this annoucement as prescribed by article 7 of the Royal Decree of 27 April 2007 on the takeover bids.
The public offer will be made at the same price as the early redemption procedure that Fortis announced on 8 December 2008.
In practice, the price of the public offer in cash for the Notes is the percentage of the nominal value of the Note, plus the accrued interests at the effective payment date under the offer. The list of the notes is available on :
The other details of the procedure are not yet known.
They will be communicated as soon as the prospectus will have been approuved by the CBFA.
|
| 25/09/2009 | Fortis intented to present its new strategy by the end of September. What about this? |
| |
Fortis has finalised its strategic review, which began in May of this year, immediately following the approval by shareholders of the transactions with BNP Paribas, Fortis Bank and the Belgian State.
The key elements of this strategy are:
- Fortis is in a strong position to prosper as an international insurance group, excelling in partnerships in Europe and Asia.
- Current capitalisation levels, which are among the strongest in the industry, are deemed appropriate in the current circumstances.
- About half of the capital of the General Account is considered to be discretionary capital.
Part of this will be reserved for prudential reasons; the remainder could be allocated to a number of potential investments. Fortis does not intend to buy back the hybrid instruments issued at this stage
- Fortis intends to resume payment of a regular annual cash dividend of 40% to 50% of the net profit of the insurance activities.
- Fortis will continue to proactively manage the legacy issues in order to maximise long term value. A Public Offer on the EUR 1.0 billion outstanding debt of Fortis Finance was announced on 24 September.
More detailed information is presented in the press release : http://www.holding.fortis.com/press/info/EN_Strategy%20update_25092009.pdf
|
| 18/09/2009 | Which resolutions were taken by the Extraordinary General Meeting of Shareholders of 18 September 2009 in Utrecht ? |
| | The General Meeting of Shareholders of Fortis N.V. has today approved the appointment of Bart De Smet as executive director until the close of the Annual General Meeting of Shareholders in 2013. Bart De Smet holds the position of CEO of Fortis Holding.
The shareholders of Fortis N.V. have authorised the Board of Directors to buy back the company’s own shares for a period of 18 months. This authority is effectively limited to 10% of the outstanding shares. 15,39% of the share capital was present or represented at the Meeting.
|
| 07/09/2009 | What’s the current situation regarding ‘coupon 42’ and the call option on BNP Paribas shares? |
| | ‘Coupon 42’
Coupon 42’ was a mechanism created by the Belgian government at the beginning of October 2008 as a means of compensating certain Fortis shareholders
The aim was to create a fund into which the Belgian state would pay part of any gains it might achieve on its interest in BNP Paribas. The fund was then to have been shared out between its beneficiaries on 1 July 2014. The mechanism was, however, subject to certain conditions: the beneficiary had to be a natural person and must have held the shares on 1 July 2008. The compensation was also limited to 5,000 shares per holder.
The law of 22 December to create the Fortis Fund was duly published in the Belgian Law Gazette on 29 December 2008.
'Coupon 42’ has been replaced by a call option
Everything was therefore in place. However, on the signing of a new Memorandum of Understanding in May 2009, Fortis, BNP Paribas and the Belgian government replaced ‘coupon 42’ with a call option in favour of the Fortis group on the BNP Paribas shares held by the Federal Participation and Investment Corporation (SFPI/FPIM).
Specifically, Fortis was granted a call option on the BNP Paribas shares acquired by the SFPI/FPIM in return for the Fortis Bank shares it contributed to BNP Paribas. The option entitles Fortis to the difference between the strike price of EUR 66,672 (EUR 68 before the capital increase of BNP Paribas in October 2009) and the market price of the BNP Paribas shares at the time the option is exercised, or the selling price of the underlying BNP Paribas shares, if the SFPI/FPIM opts for this possibility. The option can only be settled in cash. Fortis is entitled to exercise it at any time during the six-year period from 10 October 2010 (following the expiry of a two-year blocking period) to October 2016.
Fortis stated at the end of July 2009 that it has undertaken that, to the extent permitted by law and taking into account certain practical constraints, it will propose to its shareholders the distribution of the advantage gained in the form of a dividend, if and when it receives any amount due to the partial exercise and/or monetisation of the option.
This mechanism now means that all shareholders will benefit from any gain, with no limits or restrictions. Subject, of course, to being a shareholder at the moment of dividend payment.
It is not possible, however, to indicate at this point whether an amount will be paid and, if so, what that amount will be or on what date it will be paid.
What will happen now with ‘coupon 42’?
In practice, ‘Coupon 42’ no longer has any value. This was confirmed by the Minister of Finance, responding on 11 May to a parliamentary question on the matter: “The assignment of Fortis coupons referred to by the Honourable Member is no longer applicable since the signing of a new supplement to the memorandum of understanding between BNP, the Belgian state and Fortis holding. This has, moreover, been confirmed by the General."
Meetings of Shareholders of Fortis holding on 28 and 29 April 2009.
Consequently, there are no longer any grounds for the question.
Therefore, ‘coupon 42’ ought actually to have been removed from shareholders’ securities accounts. This can only be done, however, after a law has been issued to annul the law of 22 December 2008, which created the Fortis Fund to cover ‘coupon 42’ (see above). This should happen in the near future.
‘Coupon 42’ will therefore be removed from shareholders’ securities accounts before long, although the specific date is not yet known. The same applies to the shareholder register for holders of registered shares.
Shareholders who still hold physical shares at that point may detach and destroy ‘coupon 42’, since it will no longer have any value. |
| 07/09/2009 | At the GSM of 18 September 2009 in Utrecht, will the authorisation to buy back Fortis Units (point 3 of the agenda) effectively pertain to 50% of the outstanding shares, as the Dutch law allows it ? |
| | While the proposed decision regarding the buy-back of Fortis Units only refers to the applicable rule under Dutch law (which allows a buy-back up to 50% of outstanding shares), Fortis wishes to point out that the authorisation given by the Fortis SA/NV shareholders during the 2009 Ordinary General Meeting of Shareholders in Ghent was explicitly restricted to 10%.
Because of the twinned share principle, Fortis N.V. is both practically and by its articles of association precluded from buying back any Fortis N.V. shares without the accompanying Fortis SA/NV share.
This effectively limits any buy-back by any of both companies to 10% of the shares for a period of 18 months.
|
| 17/07/2009 | I still have ‘Coupon 42’ for Fortis listed in my securities account statements, with the value given as zero. What needs to be done? Will they stay in my securities account forever? |
| | As previously announced, ‘Coupon 42’ was replaced in the Memorandum of Understanding signed in May 2009 between Fortis, BNP Paribas and the Belgian state with a call option in favour of the Fortis group on the BNP Paribas shares held by the SFPI/FPIM (Federal Participation and Investment Corporation). In practice therefore, ‘Coupon 42’ no longer has any value. However, this still needs to be made official, which is expected to occur in the coming weeks, when a law is passed to annul the law of December 2008 that created the fund designed to pay ‘Coupon 42’.
In the meantime, the Minister of Finance replied in the following terms to a parliamentary question on the same subject (11 May 2009): “The allocation of Fortis coupons referred to by the Honourable Member no longer applies, following the signing of a new supplement to the Memorandum of Understanding between BNP, the Belgian state and Fortis holding. This has, moreover, been confirmed by the General Meetings of Shareholders of Fortis holding on 28 and 29 April 2009. For that reason, the question is no longer relevant.”
You do not, therefore, have to take any action: ‘Coupon 42’ will be removed from your securities account in the next few weeks. It ought not to be included in future statements, although a specific date has not yet been fixed.
If you still hold any physical shares, you may detach and destroy ‘Coupon 42’, since it no longer has any value.
|
| 01/07/2009 | Is Fortis holding also exposed towards Fortis Bank Nederland regarding the MCS, as in the case of the EUR 362 million of Fortis Capital Company Ltd ? |
| | The issue is quite different for the MCS. In this case, there is no risk for Fortis holding to be compelled to pay an expected amount (as was the case with FCC). The risk here is not to receive an amount Fortis holding is entitled to.
Indeed, at the time of the mandatory conversion of the MCS in Fortis shares in 2010, Fortis Bank Nederland (Holding) should pay an amount to Fortis holding up to EUR 2 billion but this payment is contested by the Dutch State.
|
| 01/07/2009 | Why does Fortis have to pay EUR 362 million to Fortis Capital Company Ltd? |
| | Following the judgment in summary proceedings of 25 June 2009 in Amsterdam, and by virtue of the agreements signed in 1999, Fortis must pay EUR 362 million to FCC on 29 June 2009 to enable FCC to redeem its preference shares from the preference shareholders and cancel them. The court’s decision implies that the obligations towards the preference shareholders arising from these agreements will be met.
But Fortis has always stressed that it should be compensated for this. Moreover, due to the breakup of the Fortis group in October 2008, FCC and FBN(H) are no longer subsidiaries of the Fortis holdings. In fact, the payment of EUR 362 million comes down to Fortis settling the account of a third party.
The court has conveyed in its judgment that there are good grounds for compensation. The court is, however, of the opinion that compensation cannot be decided in summary proceedings. Summary proceedings are in fact an emergency procedure and are less suitable for an investigation into the facts. Fortis will therefore immediately initiate proceedings on the merits of the case to obtain compensation.
Besides, the judge sitting in summary proceedings in Amsterdam ruled on Friday 26 June 2009 that Fortis holding will receive a double guarantee from Fortis Capital Company (FCC) and Fortis Bank Nederland (Holding)
– FBN(H) – as security for its compensation claim against Fortis Capital Company (FCC).
Firstly, FCC and FBN(H) guarantee that they will not make any payments under the Subordinated Note, other than payment for holders of the remaining preference shares.
Secondly, FBN(H) will guarantee with its assets an amount up to the value of the Subordinated Note in order to satisfy any judgment against FCC in respect of Fortis holding’s claim for compensation.
|
| 09/06/2009 | Why didn’t Fortis Holding consider buying Fortis Corporate Insurance (FCI) ? |
| | The reasons why Fortis did not consider buying FCI are as follows:
FCI is a non-life insurance company that targets medium-sized and large companies in the Dutch, Belgian and French markets. Since Fortis Holding does not operate in the Dutch market, an industrial non-life insurance company in the Netherlands does not match the group’s profile.
FCI’s premium volume in the Belgian market amounted to +/- EUR 230 million, divided between EUR 100 million Marine, EUR 75 million Property, EUR 35 million Liability and EUR 20 million Fleet.
We assume Fortis Insurance Belgium (FIB) will organically increase its share of this market segment (medium-sized companies) with its existing competences and so does not need to acquire FCI’s Belgian portfolio. Marine insurance is so specialised that FIB is not interested in this market.
|
| 04/06/2009 | How is the dividend yield taken as a reference in the ASCM mechanism used in the CASHES and FRESH issues computed? |
| |
At the time of declaration of the final dividend, you add any interim dividends paid to any final dividend. This sum is then divided by the average of the volume weighted average price (VWAP) on the ten Stock Exchange business days prior to the declaration.
Given the declaration of ‘no dividend to be paid’ that was made on 15 March 2009, then the volume weighted average price (VWAP) from 2 to 13 March 2009 has to be taken into account: 1.1282 (1,1116 was the average closing price). The dividend is then divided by the VWAP. In this case, this is 0 as the dividend is 0.
Further to the declaration of the intention to pay a dividend for the 2009 financial year, the reverse reasoning can be adopted and the minimum dividend can be computed that will have to be paid to reach the 0.50% threshold stipulated by the terms and conditions of the FRESH and CASHES.
If we take the example of a theoretical VWAP of EUR 2.80 (closing price on 27/05/2009), the minimum dividend that will have to be paid to reach the 0.50% threshold will be 1.4 eurocents (EUR 2.80 x 0.50%). |
| 28/05/2009 | Fortis Insurance Belgium has announced that in future it is to be known as AG Insurance. Is Fortis Holding also to change its name? |
| | Fortis Insurance Belgium will indeed become AG Insurance as of 22 June 2009. From then on, AG Insurance will be used as the brand name among brokers and for Employee Benefits clients. For insurance contracts sold via the banking channel, the brand name BNP Paribas Fortis will be used.
As regards the name Fortis Holding, this will indeed have to be changed, as the agreement reached with BNP Paribas on 12 May 2009 confirmed the sale of the "Fortis" name to Fortis Bank and BNP Paribas.
Fortis Holding now has 24 months to change its own name, but is planning to do this sooner, perhaps even by the end of 2009. However, a change of name like this requires the amendment of the company’s Articles of Association. This in turn requires an Extraordinary General Meeting of Shareholders which must achieve the necessary quorum and at which at least 75% of the votes cast must be in favour.
|
| 28/05/2009 | How will the payment of the CASHES coupon due on 19 June 2009 and that of the FRESH coupon due on 7 August 2009 be made? Does the intention to resume paying a dividend for the 2009 financial year affect the terms and procedures of this settlement? |
| | As Fortis Holding announced on 15 March 2009 that it would not be distributing a dividend for the 2008 financial year, and as the payment date for the CASHES and FRESH coupons fell after this announcement, the coupons payable on 19 June 2009 (CASHES) and on 7 August 2009 (FRESH) were to be paid via the Alternative Coupon Satisfaction Method (ACSM).
However, further to the announcement by the Board of Directors of Fortis Holding on 27 May 2009 of its intention to resume the payment of dividends with a minimum yield of 0.5 % on Fortis shares for the 2009 financial year, mandatory recourse to the Alternative Coupon Satisfaction Method to honour the coupons payable on CASHES and FRESH no longer applies. The first coupon concerned for CASHES is that due on 19 June 2009 (to be paid by Fortis Bank), which will therefore be paid in cash in the normal way. For FRESH, the coupon concerned is that due on 7 August 2009 (to be paid by the Parent Companies).
For more details, see also the press release of 27/05/2009:
|
| 28/05/2009 | On 15 March Fortis announced that no dividend would be paid for the 2008 financial year. What are the forecasts for the 2009 financial year? |
| |
It is true to say that no dividend will be paid for the 2008 financial year.
However, the General Meeting’s decision to approve the double capital reduction restored the legal possibility for the Board of Directors to propose that the payment of dividends be resumed for the 2009 financial year. On 27 May 2009, the Board of Directors announced its intention to distribute a dividend again for the 2009 financial year. However, no specific details have yet been fixed (see also the press release of 27/05/2009:
|
| 28/05/2009 | The coupon of the perpetual bond Fortis 8% (ISIN XS0362491291) is payable on 2 June 2009. Will this actually be paid? |
| |
The coupon on the perpetual bond Fortis 8% (ISIN XS0362491291), commonly known as NITSH II, due on 2 June 2009, will indeed be paid in cash in accordance with the usual terms and procedures, on the scheduled date.
|
| 28/05/2009 | Where can I find the issue documents (prospectuses) for the FRESH and the CASHES ? |
| |
These prospectuses are available at the following addresses:
|
| 07/05/2009 | What impact will the transactions with the Dutch government and BNP Paribas have on the debts issued by Fortis Hybrid Financing? Who is now guaranteeing this hybrid debt? In particular, I am interested in the 8% EUR perpetual issued in 2008. |
| |
The sale of Fortis Bank to BNP Paribas does not affect the 8% perpetual Fortis isin code XS0362491291.
The Fortis perpetual 8% (commonly known as NITSH II 2008) was issued by Fortis Hybrid Financing (FHF). FHF is a subsidiary of Fortis Holding and will remain so. For this issue, FHF loaned the funds to Fortis Bank Belgium and to Fortis Insurance Belgium. As long as Bank Belgium and Fortis Insurance Belgium guarantee settlement of their debt to FHF, the latter has sufficient financial resources to continue to guarantee the settlement of its debts to investors, in accordance with the issue conditions. These conditions are not affected by the sale of the assets to BNP Paribas, to the Belgian State and to the Dutch State, and the subordinated guarantee of Fortis Holding remains valid.
Investors’ attention is drawn to the fact that in certain circumstances the Issuer has an obligation to pay or the option of paying the coupon using the proceeds from the sale of newly issued Fortis shares, as described in the Prospectus. In some cases this payment may also be postponed and/or be less than the coupon rate.
|
| 30/04/2009 | What are the resolutions of the General Meetings of Shareholders held on 28 and 29 April 2009? |
| |
The General Meetings of Shareholders of Fortis SA/NV and Fortis N.V. have voted in favor of the transactions with the Belgian State and BNP Paribas. This means BNP Paribas will acquire 75% of Fortis Bank SA/NV and 25% of Fortis Insurance Belgium will be sold to Fortis Bank SA/NV.
The percentage of the share capital represented in Ghent and Utrecht was respectively 26,15% and 26,36%.
The General Meeting of Shareholders resolved as follows:
The proposal to approve the project with BNP Paribas was approved.
The proposal to approve the statutory annual accounts of Fortis SA/NV for the financial year 2008 was approved.
The proposal to approve the statutory annual accounts of Fortis N.V. for the financial year 2008 was approved.
The proposal to approve the profit appropriation of Fortis SA/NV for the financial year 2007 was approved.
The proposal to discharge the members of the Board of Directors rejected.
The proposal to discharge the auditors of Fortis SA/NV for the financial year 2008 was approved. Messrs Frank Arts, Guy de Selliers de Moranville, Roel Nieuwdorp, Lionel Perl and Jin Shaoliang were elected to the Board of Directors until the end of the Ordinary General Meeting of Shareholders of 2011.
The proposal to amend the Articles of Association of Fortis SA/NV and to proceed to a first capital approved. The second capital reduction of Fortis SA/NV was approved.
The proposal to renew the authorised capital of Fortis SA/NV was rejected.
The proposal to amend Article 13a first sentence of the Articles of Association of Fortis SA/NV as follows: “The Board of Directors is composed of maximum eleven members”, was approved.
The proposal to amend the Articles of Association of Fortis N.V., including a change of the registered seat to Utrecht and a deletion of all references to Preference Shares was approved.
The introduction of a limited indemnification for Directors was rejected.
The Board of Directors of Fortis SA/NV and Fortis NV comprises 8 members and will assume its duties with immediate effect, subject to regulatory approvals. |
| 30/04/2009 | What is happening about coupon 42 following the new Memorandum of Agreement between the Belgian government, Fortis Holding and BNP Paribas? |
| |
"Coupon 42", a clearing mechanism created (but not implemented) by the Belgian government in favour of certain categories of Fortis shareholders, is replaced in the new Memorandum of Agreement by a purchase option in favour of the Fortis Group on BNP Paribas shares held by the SFPI.
More information about this purchase option can be found in point 2.3 of the Circular sent to shareholders on 16 March 2009, available at the following address:
|
| 20/04/2009 | As regards the project involving BNP Paribas, on the basis of how many shares will I be able to vote on 28 and/or 29 April? |
| |
Following the ruling of the Court of Appeal in Brussels on 10 April 2009 in the third-party proceedings initiated by Fortis Holding, all the shares that you hold on the date the shares are frozen entitle you to vote at the general meeting of Fortis SA/NV in Ghent on 28 April and that of Fortis N.V. in Utrecht on 29 April.
The total number of shares you hold on the date the shares are frozen will have to be indicated by your financial intermediary on the documents relating to the freezing of the shares. Your usual adviser will of course be able to help you determine this.
|
| 24/03/2009 | Has Fortis any recourse against Fortis Bank in the event that it has to use the ACSM in respect of the CASHES? |
| |
Yes, Avenant No. 3, signed with BNPP and the Belgian State, stipulates that Fortis in such a case will have recourse against FBB up to the value of the coupon paid through the issue by FBB in favour of Fortis at prevailing market terms for a deeply subordinated debt instrument qualifying as Tier 1.
In the event that the deal with BNPP is not closed by the time Fortis has to issue shares under the ACSM, the original agreement with FBB will still be in place, pursuant to which Fortis will be entitled to receive ordinary shares in FBB.
|
| 13/03/2009 | What is the net asset value of the Fortis share after the Fortis-deal of 7 March 2009? |
| |
The unaudited pro forma net equity attributable to shareholders of Fortis holding at 30 September 2008, assuming approval by the shareholders of the new agreement, would amount to EUR 7.0 billion. This represents an increase of EUR 510 million compared to the previous agreement as described in the 31 January 2009 addendum to the shareholder circular, representing the capital gain on the sale of an additional 15% in Fortis Insurance Belgium, for a total number of 2.468 billion shares.
|
| 13/03/2009 | What are the terms of the agreement concluded with regard to Fortis on 7 March 2009? |
| |
What are the terms of the agreement concluded with regard to Fortis on 7 March 2009? The key points of the new agreement between the
Belgian state, Fortis holding and BNP Paribas, which will be submitted for the approval of Fortis shareholders in April, are as follows: BNP Paribas will acquire 75% of Fortis Bank SA/NV. The Belgian state will retain a significant minority shareholding of 25% in Fortis Bank SA/NV. In exchange for the shares in Fortis Bank SA/NV, the Belgian state will receive an 11.6% shareholding in BNP Paribas, making it the largest shareholder.
Fortis Bank SA/NV will acquire a quarter of the shares of Fortis Insurance Belgium (FIB), with Fortis holding retaining the other 75%. Fortis holding’s 75% shareholding in Fortis Insurance Belgium, together with the entirety of its international insurance operations, will enable it to pursue a major industrial project as an insurer, thereby regaining its status as a leading player.
Fortis Bank SA/NV’s participation in Fortis Insurance Belgium will enable it to reinforce its bancassurance model and to continue to offer insurance products from Fortis Insurance Belgium via the banking channel. As previously intended, the portfolio of structured products will be placed in a Special Purpose Vehicle in which Fortis holding, BNP Paribas and the Belgian state will participate. For more information, see the Fortis holding press release: click here. http://www.holding.fortis.com/press/info/EN_Fortis_holding_RD_F_07032009.pdf |
| 13/03/2009 | Will the Fortis share remain in the BEL20? |
| |
There is no question at this point of withdrawing the Fortis share from the BEL20 index. Fortis currently remains the seventh largest stock in the index by capitalisation.
|
| 13/03/2009 | What will happen to my Fortis shares now that they are no longer listed in the AEX index? How can I continue to track their value? |
| | Fortis shares ceased to be included in the AEX index on 2 March 2009. Fortis does, however, retain its listing on Euronext Amsterdam.
The price can be tracked under the "Other shares" (Overige aandelen) column in the newspapers and other media. The share price may be consulted, for instance, on NOS Teletekst, page 521–3.
|
| 13/03/2009 | Why is the Fortis share no longer included in the AEX index? |
| |
Euronext Amsterdam decided to remove the Fortis share from the AEX index with effect from 2 March 2009. The index rules were amended in 2008, with the result that a Single Order Book has been created for the markets that make up Euronext. All companies listed on Euronext were required to specify a ‘market of reference’. Fortis opted for Belgium as that market.
Consequently, Fortis ceased automatically to be part of the universe from which the various Dutch indices are composed. However, if a listed company has not chosen the Netherlands as its market of reference, it can still be included in the local indices if it meets a number of criteria. These include the scope of its presence in the Netherlands, as indicated by the scale of its operations in that country, the number of employees and the presence there of its headquarters. Account is also taken of the volume of derivative sales and the company’s history in terms of inclusion in the indices. Euronext took the view that, following the sale of its banking and insurance operations in the Netherlands to the Dutch state, Fortis does not sufficiently meet the aforementioned criteria.
|
| 13/03/2009 | Why is the Fortis share no longer listed in Amsterdam? |
| | The listing of the Fortis share in Amsterdam has been terminated in response to a decision on the part of NYSE Euronext, the market on which Fortis shares are traded. NYSE Euronext introduced a Single Order Book on 14 January 2009, which means that there can only be one trading line per security. A ‘market of reference’ therefore had to be determined. In the case of Fortis, that market is Brussels. You can find further information at: http://www.euronext.com/news/press_releases/pressReleases-1731-EN.html |
| 10/03/2009 | Do the recently lowered ratings of Fortis holding have an impact on the value of my bond? |
| |
Yes, Fortis holdings nowadays carry a double-B categor rating by two out of the three agencies, a category that is not considered investment grade (see also question about current ratings).
This obviously impacts the value of your bond. Please note however that bondholders of Fortis Finance N.V., representing bonds that were issued under guarantee of Fortis holdings, have the ability to opt for early redemption, mostly at par value. The value of these bonds is thus redominantly driven by the early redemption value. Bonds issued by Fortis Hybrid Financing are indeed impacted by the low ratings that these bonds carry, but the holder should note that the coupons on these bonds are basically served by the much stronger regulated perating entities Fortis Insurance Belgium and Fortis Bank (see also the uestion about the payment of the coupons of the perpetual bonds). It is questionable whether the market is fully pricing in this feature. Nevertheless, ondholders should realize that creditspreads for Tier 1 loans have shown a dramatic widening in the past year, which explains that the value of these bonds decreased substantially, even if one assumes that the market includes the on-lending to these strong entities.
|
| 10/03/2009 | What are the current ratings of the major entities of Fortis holding? |
| | Basically the three agencies Moody’s, Standard Poors and Fitch make a distinct difference between the assessed financial strength of the holdings versus the regulated insurance companies that the Fortis holdings own. Given the uncertainties surrounding the commitments of Fortis holding towards funding the toxic portfolio that was taken out of Fortis Bank, the holdings are rated at BB respectively Baa2, while Fortis Insurance Belgium kept a strong A-category rating at all three agencies. You can consult the ratings of Fortis holding and the operating entities on a continuous basis on our website on the following page http://www.holding.fortis.com/Debtinvestors/ratingentities.asp |
| 10/03/2009 | I have a bond issued by Fortis Finance. What can I do? Should I keep it until maturity or can I ask for early redemption? |
| | Fortis communicated on 8 and 15 December that bondholders of Fortis Finance N.V. bonds can ask for early redemption of their notes. All non-structured bonds are redeemed at par value, increased with accrued interest. Bondholders that would like to demand such early redemption are advised to proceed through their customary bank channel or financial intermediary. The early redemption request procedure remains in place as long as bonds remain outstanding. To facilitate an orderly redemption process, requests are collected every second Monday of the month, and settled on the Monday thereafter. On the following Fortis webpage, bondholders can view which bonds qualify for early redemption, or look for the redemption value of structured notes: http://www.holding.fortis.com/Debtinvestors/prospectuses_issued_restricted.asp?OK.x=19&OK.y=7 |
| 10/03/2009 | Did Fortis recently pay a coupon on the so-called NITSH I & II perpetual bonds, issued by Fortis by Fortis Hybrid Financing (ISIN codes XS0346793713 & XS0362491291)? |
| |
Please note that Nitsh I has a semi-annual coupon on 27/2 and 27/8, while Nitsh II has an annual coupon on 2/6. Fortis Hybrid Financing (hereafter FHF) also issued a bond called Hybrone in 2006, with an annual coupon on 20/6. FHF paid the coupons on the Hybrone and Nitsh I punctually at the scheduled dates, the most recent payment dating 27 February 2009, and intends to pay the annual coupons on Nitsh II as scheduled as well.
FHF has on-lent the proceeds of the above stated bonds in Tier I format to Fortis Insurance Belgium respectively Fortis Bank. As long as these entities serve the coupon on their debt, Fortis Hybrid Financing in turn simply passes on this payment to the external bondholders. Thus, as long as these entities continue to serve their Tier 1 on-loans, which is dependent on these entities remaining above certain minimum regulatory solvency levels, FHF in principal serves external bondholders. Payments by Fortis Insurance Belgium or Fortis Bank always lead to a payment of external bondholders, unless Fortis holding would face a solvency problem, defined as a net asset defecit.
This seems unlikely. Liquidity problems at Fortis holding level can not influence the external coupon payment.
|
| 02/03/2009 | Holders of ‘Fortis Finance’ bonds have had the option since 16 December 2008 of requesting early redemption. Does this also apply for other bonds, such as the ‘Fortis Hybrid Financing’ issue (perpetuals)? |
| |
The possibility of early redemption only relates to the bonds issued by Fortis Finance NV; other bonds of Fortis holding or other issuers linked with Fortis holding – now or in the past – do not enjoy the same option.
|
| 02/03/2009 | What currently are the assets of Fortis holding? And what, therefore, is the net asset value of the Fortis share? |
| |
Since the ruling of the Court of Appeal in Brussels on 12 December 2008, Fortis holding has consisted of Fortis Insurance Belgium, Fortis Insurance International and financial assets and liabilities of various financing vehicles (for more details, see the press release of 17 December 2008: http://www.holding.fortis.com/press/info/UK_Fortis_CR_FP_17122008.pdfAt the end of 2008, pro forma shareholders’ equity was EUR 6.4 billion (EUR 6.7 billion on 30 September, adjusted following the loss recorded on foreign-exchange operations in December), for a total number of 2.468 billion shares. |
| 12/02/2009 | Is there still a distinction between Fortis Holding and Fortis Bank? |
| |
It is still important to make this distinction. The shares of the holding are listed. The shares of Fortis Bank are for 99,93% held by the Belgian State. Fortis Holding doesn't own Fortis Bank shares any more.
|
| 06/02/2009 | What is the share transaction concerning Fortis Insurance Belgium that is submitted to the vote under resolution 2.9? |
| |
The agenda of the shareholders’ meeting of Fortis SA/NV of 11 February 2009 and the related resolutions were determined under the responsibility of the co-chairmen of the committee of experts to comply with the ruling of the Court of Appeal of Brussels of 12 December 2008. As required by the Court ruling, the proposed resolutions therefore refer to the transactions entered or to be entered into pursuant to the decisions of the Board of Directors of Fortis SA/NV of 3 October 2008 and 5/6 October 2008, “as […] summarised in the shareholder circular” (and, accordingly, any supplement
thereto) . At the same time, the Court of Appeal entrusted the experts with a recommendation and mediation mission. The experts’ report of 26 January 2009 gave effect to this mission by suggesting improvements to the initial Protocole
d’Accord with BNP Paribas and the Belgian State. These recommendations have, in turn, led Fortis, BNP Paribas and the Belgian State to enter into the Avenant to the Protocole d’Accord, in which the parties agreed to limit the sale of shares of Fortis Insurance Belgium to BNP Paribas to a sale of 10% of the shares (instead of 100%). Therefore, it is in line with the ruling of the Court of Appeal to ask the shareholders’ meeting to vote on the transaction referred to in resolution 2.9 on the terms as amended by said Avenant. |
| 27/01/2009 | What is the interim report of 27 January 2009 from the Committee of Experts? |
| | |
| 15/12/2008 | What specifically has been decided by the Court of Appeal on 12 December 2008? |
| |
1) The decisions taken by the Board of Directors of Fortis SA/NV on 3, 5 and 6 October will be suspended until 16 February 2009.
2) Prior to the other agenda items at the General Meeting of Shareholders of Fortis SA/NV on 19 December 2008, shareholders must be allowed to choose whether or not to postpone the vote on continuing or terminating operations.
3) An additional General Meeting of Shareholders will be held before 12 February 2009 at which shareholders will be asked to pronounce on the transactions of 3, 5 and 6 October. This relates to the decision on the sale of the Dutch Fortis operations to the Dutch state and to the agreement between the Belgian state and BNP Paribas, in which the latter acquires a 75% interest in Fortis Bank Belgium and 100% of Fortis Insurance Belgium.
4) The Federal Participation and Investment Corporation (SFPI/FPIM) is not permitted to dispose of the second package of Fortis Bank shares (50% +1), which it acquired in October 2008. This package of shares will be ‘frozen’ until 16 February 2008.
5) A panel of five experts has also been appointed to examine the financial terms of the sale of Fortis assets. It is required to complete its task no later than 15 May 2009. The panel has been instructed, however, to publish an interim report within 35 days. It consists of two ‘wise men’ – the retired professors Walter Van Gerven (former chairman of the CBFA) and Guy Horsmans – and three technical experts. The technical experts are André Kilesse (company auditor and former chairman of the IBR), Roland Gillet (professor at the ULB and Sorbonne, and an expert in financial markets and participating interests) and Remi Vermeiren (former head of KBC, now retired).
|
| 12/12/2008 | Which Fortis Finance bonds can be redeemed as from 16 December 2008? |
| | |
| 11/12/2008 | Can Fortis Finance bondholders opt for early redemption? |
| |
Yes, absolutely. Further to information provided in the context of the general shareholders meeting held in Brussels on 2 December, Fortis confirms that, under the terms of the bonds and given the recent structural changes to the Fortis group, holders of Fortis Finance bonds have the opportunity to demand the early redemption of their claim in accordance with Conditions 7(a)(vii) and 7(a)(ix) of the Terms and Conditions. For all bonds other than credit-linked notes, such redemption will proceed at nominal amount increased with accrued interest until the date of effective payment. Investors in Fortis Finance bonds who wish to be redeemed are advised to proceed through their customary bank channel or financial intermediary from 16 December 2008.
As stated before, Fortis reconfirms that sufficient means are made available in the Group to service all debt. The financial situation as communicated in the press release of 14 November 2008, will not be materially impacted even in case of substantial reimbursements.
|
| 04/12/2008 | What are the resolutions of the General Meetings of Shareholders held on 1 and 2 December 2008? |
| |
The General Meetings of Shareholders of Fortis N.V. and Fortis SA/NV have adopted the proposals to elect Louis Cheung Chi Yan and Karel De Boeck to the Board of Directors.
The percentage of the share capital represented in Utrecht and Brussels was: General Meeting of Shareholders Fortis N.V. in Utrecht: 21.62% General Meeting of Shareholders Fortis SA/NV in Brussel: 23.39%
The shareholders voted on proposals to elect to the Board of Directors Viscount Etienne Davignon, Jan-Michiel Hessels, Philippe Bodson, Louis Cheung Chi Yan and Karel De Boeck. Louis Cheung Chi Yan has been elected to serve as non-executive director until the close of the AGM 2009. Karel De Boeck has been elected to serve as executive director until the close of the AGM 2010.
The meeting voted against the proposed (re-)election of Viscount Davignon, Jan-Michiel Hessels and Philippe Bodson. Since fewer than three new members have been elected, the present Board of Directors, with the addition of Karel De Boeck, the newly elected executive director, will temporarily remain in office.
The Board of Directors will convene a new General Meeting as soon as reasonably possible. The election of new Board Members will be on the agenda of that meeting. With regard to that General Meeting, shareholders that represent at least 1% of the capital of Fortis or own units of which the market value is at least equal to EUR 50 million will also be able to nominate candidates. The period in which such nominations can be made as well as the date of the General Meeting will be notified later.
|
| 27/11/2008 | What did the Entreprise Chamber decide in Amsterdam on 24 November 2008? |
| | On 24 November the Enterprise Chamber of the Court of Justice in Amsterdam delivered its verdict on the petition of the Dutch Investors' Association (VEB) and Euroshareholders to instigate an inquiry into the policy and course of events at Fortis N.V. and to impose certain immediate court orders. The Enterprise Chamber has decided to instigate an inquiry into the policy and the course of events at Fortis N.V. since May 2007. The Enterprise Chamber has rejected allrequests for other court orders to be imposed. The request for the transactions with BNP Paribas and the Belgian and Dutch governments to be submitted to the shareholders’ meeting for approval was also rejected.The full ruling of the Enterprise Chamber is published on http://www.fortis.com |
| 21/11/2008 | What did the president of Brussels Commercial Court decide on 18 and 20 November 2008? |
| |
On 18 November 2008, Mrs De Tandt, the president of Brussels Commercial Court, has delivered her verdict in the summary proceedings brought by both Deminor and Modrikamen against Fortis.
The court ruled that the Fortis Board was in a valid position to decide to sell activities. The judge ruled that there is no need for this to be approved by the General Shareholders’ Meeting. This means the BNP Paribas deal may go ahead as scheduled.
The court has also agreed to the request to appoint a committee of experts which will provide information about the transactions linked to Fortis, in order to ensure complete transparency.
On 20 November 2008 Fortis Bank received the decision in summary proceedings of the president of Brussel Commercial Court in the case brought by Deminor International against Fortis Bank, with which five other Fortis Bank shareholders subsequently voluntarily associated themselves.
The plaintiffs called for the appointment of a special director to the Fortis Bank Board of Directors. The decision states that this demand is not admissible as the plaintiffs do not have an interest here and the latter were ordered to pay Fortis Bank EUR 10,000 to cover the legal costs incurred.
|
| 15/10/2008 | Is there now a difference between the Fortis shares listed in Belgium and those listed in the Netherlands? |
| |
No, there is still only one Fortis share, which is listed in Brussels and Amsterdam.
|
| 14/10/2008 | What will happen now with the Fortis share? |
| | The share listed on the Brussels and Amsterdam stock exchanges is in Fortis NV/SA and Fortis N.V. (i.e. the Fortis holding companies). Since the decisions taken in the weekend of 3–6 October, the listed share has ceased to have anything to do with the banking operations of Fortis Bank SA/NV. That also means that the bank’s economic activities in Belgium and its financial health are no longer relevant to the price of the Fortis share. The pattern of Fortis’s share price will, therefore, no longer reflect the operations of the bank in Belgium.
The decision to subsequently integrate Fortis Bank and Fortis Insurance Belgium with BNP Paribas means that the economic activities of these entities will in future have an influence on the evolution of BNP Paribas’ share price.
|