Rabobank Group

26-1-2011 | Press Releases

The Board of Rabobank Ledencertificaten N.V. (“RLC N.V.”) and the Executive Board of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank Nederland”) announce the following.

To enable the capital provided by RLC N.V. (the “Current Rabobank Membership Certificates”) to continue to be qualified as core capital for Rabobank Nederland, RLC N.V. and Rabobank Nederland intend to exchange the Current Rabobank Membership Certificates, which are depositary receipts for shares in RLC N.V., for depositary receipts for equity investments to be issued by Rabobank Nederland (the “Investments”; the depositary receipts for Investments referred to hereafter as “Rabobank Membership Certificates”). The rights attaching to the Investments will be determined by or pursuant to the articles of association of Rabobank Nederland. Each outstanding Current Rabobank Membership Certificate is expected to be exchanged for one Rabobank Membership Certificate (the “Exchange”).

RLC N.V. and Rabobank Nederland intend to align the terms and conditions of the Rabobank Membership Certificates as closely as possible with the Current Rabobank Membership Certificates. The risk profile of the Rabobank Membership Certificates will in their judgement not differ significantly from the risk profile of the Current Rabobank Membership Certificates.
All costs relating to the Exchange and the issue of the Investments and the Rabobank Membership Certificates will be borne by Rabobank Nederland.

The Exchange is expected to take place at the end of 2011. The intervening period will be used to amend the articles of association of Rabobank Nederland to enable Rabobank Nederland to issue Investments. An extraordinary general meeting of shareholders of RLC N.V. will be held in mid-2011 with a view to the decisions required to be taken. In addition, an information meeting of holders of Current Rabobank Membership Certificates will be held to discuss the Exchange. Before these meetings, an information memorandum will be made generally available in which the Exchange and the structure and terms applying to the Rabobank Membership Certificates will be discussed in more detail.

Rabobank Nederland also intends to amend the Rabo Extra Member Bond Terms and Conditions to enable Rabo Extra Member Bonds to be exchanged for Rabobank Membership Certificates in the future.