Contents Introduction Management report Appendices Corporate governance Consolidated Financial Statements Company Financial Statements
Prospectus liability issues
In 2011, the Dutch Investors Association (VEB) issued a summons
against the company formerly known as Fortis N.V. (currently
trading as Ageas N.V.), the underwriters involved - including
Rabobank - and the former directors of Fortis N.V.The VEB states
in this summons that (i) investors were misled by the prospectus
published by Fortis N.V. in connection with its rights issue in
September 2007 and (ii) the impact and risks of the subprime
crisis for Fortis and its liquidity position were misrepresented
in the prospectus. The VEB has requested a declaratory
judgement stating that the defendants acted illegitimately and
must therefore be held liable for the loss allegedly suffered
by investors in Fortis, which according to the VEB amounts to
approximately EUR 18 billion. Rabobank maintains the view that
the aforementioned loss has not been properly substantiated.
The proceedings concern a settlement of collective loss, which
means that the court will only rule on the question of whether
the defendants (including Rabobank) are liable.
Rabobank has been defending itself against the claim.
A hearing was scheduled to start on 14 March 2016. That day,
however, Ageas announced a settlement of EUR 1.2 billion with
claimant organisations VEB, Deminor, Stichting FortisEffect and
Stichting Investor Claims Against Fortis (SICAF) with respect to
all disputes and claims relating to various events in 2007 and
2008 in respect of the former Fortis group (including the VEB
claim described above).
On 23 May 2016, the parties to the settlement requested the
Amsterdam Court of Appeal to declare the settlement binding
for all eligible Fortis shareholders (in accordance with the Dutch
Faw on the Collective Resolvement of Mass Damages ('Wet
Collectieve Afwikkeling Massaschade').The class action has
been suspended until this specific procedure is finalised.
On 16June2017, the Amsterdam Court of Appeal issued
an interim judgement stating that the proposed settlement
agreement cannot be declared binding.The court gave the
parties the opportunity to amend the settlement agreement
and file it for revaluation. The parties agreed upon an amended
settlement agreement. Under the amended agreement the
total amount of the compensation is increased by EUR 100
million to EUR 1.3 billion and certain key elements of the
compensation mechanism have been amended.The amended
settlement agreement has been filed on 12 December 2017
with the Amsterdam Court of Appeal with the same request
to declare the settlement binding. Following this request, the
Court of Appeal issued an interim judgement on 5 February
2018 stating that the amended proposed settlement agreement
cannot be declared binding.The court asks the claimant
organisations to provide more insight into their compensation
and whether their compensation is reasonable in comparison to
the total amount of the compensation available for all eligible
Fortis shareholders. A new hearing is scheduled for 16 March 2018.
The settlement process may have one of the two following
outcomes:
(1) the Court of Appeal declares the settlement binding.
Investors may choose to opt out of the settlement during
an opt-out period of three to six months. After this period
(and provided that the settlement is not annulled because the
opt-out ratio exceeds a certain limit), distributions of payments
will start. The release of Rabobank (and other underwriters) is
subject to satisfaction of the compensation obligations towards
the eligible Fortis shareholders. It is expected that it will take at
least 18 months from the Court of Appeal judgement declaring
the settlement agreement binding before the first payments
will be made. Investors that choose to opt out of the settlement
may still claim damages from Ageas and the defendants
(including Rabobank) on an individual basis.
(2) the Court of Appeal does not declare the settlement binding
for all eligible Fortis shareholders or Ageas exercises its right to
annul the settlement in case the opt-out ratio exceeds a certain
limit. If no settlement agreement will be binding, the proceedings
against the VEB described above, in principle will resume as
before the suspension. Rabobank Group considers the Fortis case
to be a contingent liability. No provision has been made.
Rabobank Group considers the Fortis case to be a contingent
liability. No provision has been made.
On 30 January 2018, Rabobank received a letter indicating that
legal proceedings may be started at a later stage with respect to
a potential collective action in relation to certain share offerings
of Royal Imtech N.V. in which Rabobank was involved.
Libor/Euribor
Rabobank has been involved for a number of years in several
regulatory proceedings in relation to benchmark-related issues.
Rabobank is cooperating, and will continue to cooperate, with
the regulators and authorities involved in these investigations.
On 29 October 2013, Rabobank entered into settlement
agreements with a number of these authorities in relation
to their investigations into the historical Fibor and Euribor
submission processes of Rabobank. Additional information is
available on the bank's corporate website. All amounts payable
under these settlement agreements were fully paid and
accounted for by Rabobank in 2013.
Rabobank, along with a large number of other panel banks
and inter-dealer brokers, has been named as a defendant in
a number of putative class action suits and individual civil
court cases brought before the Federal Courts in the United
States.These proceedings relate to the US Dollar (USD)
Libor, British Pound Sterling (GBP) Fibor, Japanese Yen (JPY)
Libor, Ti bor (note: Rabobank was never a member of the
TIBOR panel) and Euribor. In 2014, an Argentinian consumer
protection organisation brought an alleged class action
suit against Rabobank in Argentina in relation to USD Libor.
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