Thanks to the securing of approval from the German deposit guarantee fund (Prüfungsverband Deutscher Banken e.V.) via the Auditing Association of German Banks, and the confirmation of the 100 million euro capital increase, conducted on 31 December 2015, Oddo & Cie has met the two conditions precedent required by the European Central Bank in order to continue with its bid for the group BHF Kleinwort Benson SA.
Oddo Group has therefore secured the approval of all of the relevant banking regulatory authorities regarding the acquisition, including notably the PRA in the UK, ACPR in France and BaFin in Germany, to pursue its acquisition bid for BHF Kleinwort Benson SA, and complete the transaction agreed with the Franklin Templeton group, which holds a 17.549% stake.
With 25.069% of BHF Kleinwort Benson group's capital at 13 January 2016, Oddo & Cie becomes, following the acquisition of 23,206,881 BHF Kleinwort Benson SA shares from the Franklin Templeton group, a shareholder of the BHF Kleinwort Benson SA group with a 42.618% stake.
About Oddo & Cie's bid for BHF Kleinwort Benson
On 27 November 2015, Oddo & Cie filed a draft prospectus with the Belgian Financial Services and Markets Authority (FSMA) at a price of € 5.75 over all share categories.
A shareholder with a 25.069% stake, Oddo Group has signed a commitment of sale or firm contribution with, respectively, the Franklin Templeton Group, which has 17.549% of the capital and with the Aqton company, a Stefan Quandt holding company, a shareholder with a 11.283% stake. Oddo & Cie is therefore certain of being able to acquire 53.901% of the capital.
For a more detailed description of these agreements, please refer to the opinion made public by the FSMA pursuant to article 7 of the Royal Decree of 27 April 2007 concerning takeover bids.
Following the approval by all of the relevant banking regulatory authorities, Oddo & Cie's counter-bid is now unconditional and Oddo & Cie can now effectively acquire the 23,206,881 BHF Kleinwort Benson SA shares held by the Franklin Templeton group.
Oddo & Cie will publish a notice indicating the publication terms of the prospectus concerning the compulsory counter-bid and the beginning of the period of acceptance of the counter-bid in due course.
About Oddo & Cie
Oddo & Cie is an independent Franco-German financial services group, founded over 160 years ago. In 2015, Oddo Group became a Franco-German group following the acquisition of Seydler in Frankfurt and Meriten Investment Management in Dusseldorf. With a staff of 1,300 (with analysts and IT staff accounting for 20% of the total) and 61 billion euros in assets under management, Oddo & Cie is active in investment banking and capital management: brokerage on the equity and bond markets, financial analysis, private banking, asset management with associated front- and back-office activities. The Group has a specific ownership structure as 60% of its capital is held by the Oddo family and 30% by employees. This “partnership” ethos guarantees the long-term involvement of its teams. In December 2014, Oddo & Cie generated net banking income of 315 million euros, net profit after tax of 54 million euros and 539 million euros in shareholders' equity.
About BHF Kleinwort Benson Group
BHF Kleinwort Benson is a European financial entity mainly active in private banking and asset management, in addition to financial markets and financing of businesses. The group, formerly RHJ International, is listed on the Euronext Brussels regulated market, and is mainly active in Germany, the UK and Ireland via its three subsidiaries, BHF-Bank AG, the Kleinwort Benson Wealth Management group and Kleinwort Benson Investors. At 30 June 2015, the group managed assets of 58.5 billion euros and its shareholders' equity totalled 793 million euros at 30 September 2015.