Delta Lloyd N.V. (‘Delta Lloyd’) and Fubon Financial Holding Co. (‘Fubon’) have agreed to continue their discussions regarding forming an enhanced partnership. Delta Lloyd is also pleased with the announcement of Fubon of its commitment to exercise all the rights in respect of its shareholding (c.7% of Delta Lloyd’s share capital) and to vote in favour of the proposed rights issue at today’s EGM.
Fubon and Delta Lloyd have signed a heads of agreement detailing arrangements which are also intended to form the basis for further discussion. Delta Lloyd will support Fubon’s intention to acquire further ordinary shares and rights of Delta Lloyd in the open market or in any rump placement, subject to applicable securities law in connection with the rights issue and to assist in any necessary regulatory clearance; and Delta Lloyd has also agreed to nominate (through its Supervisory Board) one individual designated by Fubon for appointment to Delta Lloyd’s Supervisory Board, subject to applicable approvals and employee consultation, if Fubon reaches a 15% ordinary share ownership position (on a fully diluted basis).
In the event that Fubon reaches a 15% ownership position, Fubon and Delta Lloyd will negotiate in good faith to enter into a relationship agreement1. Fubon and Delta Lloyd have agreed to explore opportunities for business co-operation for the benefit of both groups, for example asset management opportunities, reinsurance agreements and knowledge exchange. Any such arrangements will be on an arm’s length basis.
Fubon may act as a sub-underwriter of the rights issue in respect of all the rights that would be allocated to it in respect of its shareholding. Hans van der Noordaa: “We welcome our enhanced partnership with Fubon and are looking forward to a long term mutually beneficial relationship. We have been in constructive dialogue with Fubon on such a relationship for quite some time, and we are confident that the proposed partnership will be to the benefit of all stakeholders.”
1 In terms customary for relationship agreements in the Dutch market including customary standstill arrangements (i.e. Fubon not increasing its shareholding in Delta Lloyd above 20% without the prior written approval of Delta Lloyd) and provisions relating to exchange of information and Fubon’s nomination right in respect of a seat on Delta Lloyd’s Supervisory Board.
