Other Information
Participation by AEGON N.V., in addition to Postbank N.V.
As announced on December 111985, the agreement we hope to reach involves the
injection by AEGON N.V. of NLG 135 million to the sum of equity and subordinated
loans in the form of 8% cumulative preferred A stock (NLG II ,932,000) and a
portion (NLG 123,068,000) of a convertible 8% subordinated loan with a term of
ten years.
It is also the intention that the interest of the present major provider of capital,
Postbank, will be so adjusted that Postbank and AEGON each assume an equivalent
position.
Postbank currently holds a participating interest of 5% of the capital stock and has
granted subordinated, partially convertible loans amounting to NLG 135 million.
These loans will be converted into 8% cumulative preferred B stock of
NLG 10,677,000 nominal value and into the aforementioned convertible 8% subordi
nated loan in an amount of NLG 92,292,000, bringing the total of this loan to
NLG 215,360,000.
The cumulative preferred B stock to be issued to Postbank together with the paid-in
surplus generated by the transaction and the Postbank portion of the convertible
loan will be subordinate to the preferred A stock and the portion of the convertible
loan taken by AEGON.
Realization of the intended construction will give AEGON (through the preferred
stock) and Postbank (through the common stock and preferred stock) each
approximately 25% of the issued capital stock, and together a majority holding of
the capital stock.
For a period of ten years, it will be possible to convert the convertible 8%
subordinated loan into common stock. For this purpose, a conversion formula will
be applied based on the net asset value as determined at the time of conversion and
making allowance for loss of interest and for risks and management costs. Through
conversion, AEGON will be able to acquire the majority of the capital stock.
Postbank will be able to increase its interests to one third of the capital stock.
Through their interests in our bank, Postbank and AEGON aim to strengthen their
position in the field of financial services in the Netherlands. Both major stockholders
will possess in addition to their own mortgage loan activities an interest in a mort
gage lending bank which specializes in commercial mortgage loans.
In view of the continuing stagnation in various real estate markets, it is the intention
simultaneously to transfer real estate to a value of approximately NLG 1.3 billion
from the real estate and receivables portfolio to a separate legal entity. This legal
entity will be managed by persons drawn from Postbank, AEGON and FGH.
In order to finance the transfer of real estate, it is the intention that
De Nederlandsche Bank N.V., Postbank and AEGON will each grant a loan amoun
ting to NLG 410 million to the legal entity.
Our bank will also finance the operation with NLG 100 million by granting a subordi
nated loan. The loan from De Nederlandsche Bank N.V. will be granted for an
extended term and will be at the interest rate for advances.
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