Stichting AK Rabobank Certificaten (“Stichting AK Rabobank”) and Coöperatieve Rabobank U.A. (“Rabobank”) intend to simplify the legal structure of the Rabobank Certificates, as currently issued by Stichting AK Rabobank, by terminating the administration of the Rabobank Certificates undertaken by Stichting AK Rabobank (“Termination of the Administration”). Stichting AK Rabobank currently holds participations issued by Rabobank (“Participations”) and issued the Rabobank Certificates that correspond to these. Upon the Termination of the Administration, the Rabobank Certificates will be exchanged on a one-for-one basis for the Participations, in respect of which such Rabobank Certificates were issued. As a result, holders of Rabobank Certificates will directly hold the Participations and the current Rabobank Certificates will be cancelled. The Participations will be admitted to listing and trading on Euronext Amsterdam under the name 'Rabobank Certificates' with the same securities identification number (ISIN: XS1002121454) as for the current Rabobank Certificates. The investment risk for investors will remain unchanged; from that perspective it makes no difference whether investors hold a Participation or a Rabobank Certificate. There will be no material changes to the payment policy currently in place for the Participations in relation to the Termination of the Administration.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Rationale
The contemplated Termination of the Administration results in one instrument and hence a more simplified legal structure for all holders of Rabobank Certificates and other stakeholders. It will not have any impact on Rabobank’s strong CET1 capital position.
Process and approvals
The Termination of the Administration requires the approval of Rabobank. Rabobank’s Managing and Supervisory Boards have already approved it. The European Central Bank has also given its permission for the classification of the Participations as CET1 capital upon the exchange of the Rabobank Certificates for Participations as per the Termination of the Administration. On 9 April 2025, Rabobank’s General Members’ Council will consider the required amendment of Rabobank’s articles of association, which includes the proposal to make the Participations freely transferable.
The Termination of the Administration must also be approved by the meeting of holders of Rabobank Certificates. A meeting for this purpose is expected to be held in the second quarter of 2025. The convocation and meeting details will be published on Rabobank’s website and in a newspaper advert in due course. No consent fee will be paid to holders of Rabobank Certificates due to the purely technical nature of the Termination of the Administration.
Once all approvals have been obtained, Stichting AK Rabobank and Rabobank will take the necessary steps to implement the Termination of the Administration, including the exchange of the Rabobank Certificates for Participations on a one-for-one basis. Holders of Rabobank Certificates will be informed on the details of this exchange process in due course.
FURTHER INFORMATION
Holders of Rabobank Certificates will be invited to approve the Termination of the Administration in due course and no immediate action is required at this stage. An investor Q&A is available on www.rabobank.com/certificates. The timing of and further specifics regarding the Termination of the Administration will be published on this website in due course.
UBS AG London Branch and Rabobank have been retained as Solicitation Agents in respect of the engagement with institutional investors only. Retail holders should contact the intermediary through which they hold their Rabobank Certificates for any questions they may have in relation to this announcement.
This announcement must be read in conjunction with any subsequent notices and/or convocation materials issued by Rabobank or Stichting AK Rabobank relating to the Termination of the Administration. No offer or invitation to acquire or sell any Rabobank Certificates or Participations is being made pursuant to this announcement. The Solicitation Agents do not take any responsibility for the contents of this announcement. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of Rabobank and the Solicitation Agents to inform themselves about, and to observe, any such restrictions.
This announcement is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act") or exempt from registration. The Rabobank Certificates and Participations referred to in this announcement have not been and are not being registered under the U.S. Securities Act and Rabobank has not made, and will not make, a public offer of such securities in the United States.
The release, publication or distribution of this announcement in certain jurisdictions may be otherwise restricted by law or regulations. Therefore, persons in such jurisdictions into which this announcement is released, published or distributed must inform themselves about and observe such laws and restrictions.
This announcement and the information contained herein are not for publication, distribution or release directly or indirectly in, or into, the United States.
The content of this announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should", and include statements Rabobank makes concerning the intended results of the Termination of the Administration. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Rabobank’s actual results may differ materially from those predicted by the forward-looking statements. Rabobank undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law.
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