The story of the IPO (part 2)

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Fred Bos

Fred Bos, Senior Managing Director at ABN AMRO, is responsible for the process regarding ABN AMRO’s IPO. He explains how the IPO works.

Today, 10 November, is an important day in the preparations for the bank’s intended IPO: the prospectus is being published. This document contains relevant information for an investor who is considering buying depositary receipts for shares in ABN AMRO. The prospectus was written in close consultation with the underwriting banks. This was a long, arduous job requiring great attention to detail. It involved reading many drafts, making sure all parties agree to the contents and how the text is formulated, and continuously checking to see what else needs to be included. By now, I have reviewed many drafts of this hefty document. So I’ve done quite a lot of reading in the past few months! Our Employee Council has advised approval of the IPO, as has the European Staff Council.

The same information for all

The banks arranging the IPO use the prospectus to inform potential investors about ABN AMRO. It’s very important that everybody has access to exactly the same information. The Dutch Authority for the Financial Markets made sure the prospectus contains all legally required information and reviewed it for consistency and plain language. You can download the prospectus here.

Information for retail investors

The prospectus is written in English and contains a wealth of information. Investors will read this document very closely - as they should, since they want to know exactly what they are investing in.

The next steps

The members of the Managing Board will spend the coming weeks on management road shows, visiting potential investors in several countries. Investors can personally ask questions about the bank and the intended IPO. Investors will then decide whether or not to subscribe in the ‘book’. The subscription period is referred to as ‘book-building’. Investors state in the book how many depositary receipts for shares they want to buy and at what price per share. At the end of the book-building period, the introduction price and number of depositary receipts for shares offered will be set. This will be publicly announced in a pricing statement on the day before the first day of listing. The book-building period is another special phase in this process. I’m looking forward to it!

Intended IPO on 20 November?

The Dutch Finance Minister has consistently stated that the intended IPO of ABN AMRO could take place as from the fourth quarter of 2015. The prospectus states, for the first time, a target date for the intended IPO. The first day of listing is expected to be 20 November. I’m happy we now have a specific date. Whether the intended IPO actually takes place on this date will be decided the evening before.

NLFI, the foundation that manages the depositary receipts for shares of ABN AMRO on behalf of the Dutch State, will gradually reduce the government’s shareholding in ABN AMRO. If all goes well, 20 November will be a memorable day, for clients, society, shareholders, my colleagues and myself. I can’t wait.

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Disclaimer

This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”), Canada, Australia or Japan.  This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities (the “Shares”) of ABN AMRO Group N.V. (the “Company”) in the United States.  The Shares of the Company have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. 

In any EEA Member State that has implemented Directive 2003/71/EC, as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This document does not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and does not constitute an offer to acquire securities. Any offer to acquire Shares will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
In the United Kingdom, this communication is only being distributed to, and is only directed at, and any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) (i) who are persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”).  Persons who are not relevant persons should not take any action on the basis of this communication and should not act or rely on it.