Hunter Douglas to buy back 35% of its EUR 0.24 nominal value preferred shares
Hunter Douglas to buy back 35% of its EUR 0.24 nominal value preferred shares
Hunter Douglas to buy back 35% of its EUR 0.24 nominal value preferred sharesRotterdam, September 8, 2005 Hunter Douglas N.V. announces an offer to the holders of its Preferred Shares to purchase up to 35.0% of the outstanding EUR 0.24 nominal value Preferred Shares (approximately 19.7 million shares) at a price of EUR 0.24 per share in cash, valuing the purchase at approximately EUR 4.7 million. The Preferred Shares are listed on Eurolist by Euronext Amsterdam.
As indicated in the Offer Document dated July 2, 2005 regarding the tender offer by Bergson Holdings N.V. for the purchase of 10.5 million Common Shares of Hunter Douglas, the purpose of the buyback by Hunter Douglas of 35% of its Preferred Shares is to secure the application of the provisions of the USA-Netherlands Tax Convention exempting from U.S. withholding tax dividends and interest paid by HD Inc., the U.S. subsidiary of Hunter Douglas.
The buyback will be financed by Hunter Douglas from its own resources and will be ex-dividend in respect of the financial year 2004.
Currently, there are 56.3 million Preferred Shares outstanding, of which 54.8 million (97.4%) are held by the Ralson Foundation, a trust for the benefit of members of the Sonnenberg Family, and 1.5 million (2.6%) are owned by public shareholders. The Ralson Foundation has declared to the Board of Directors of Hunter Douglas that it will tender 19,182,450 Preferred Shares representing 35.0% of the Preferred Shares held by the Foundation. If tendered for purchase under the offer, Hunter Douglas will purchase up to 35.0% of the Preferred Shares held by public shareholders, being 510,466 shares. If more Preferred Shares are tendered by public shareholders, the shares accepted for purchase will be prorated among the offering shareholders based on the relative number of shares offered by each shareholder.
The offer period will start on September 9, 2005, and will end on September 29, 2005, at 15.00 hours (CET). Shareholders may tender Preferred Shares through their (custodian)banks or (stock)brokers to ING Securities Services (BV 06.01), Van Heenvlietlaan 220, 1083 CN Amsterdam by fax only (+31 (0) 20 797 9607).
The buyback of Preferred Shares does not apply to the Cumulative Preference Shares that have recently been issued by Hunter Douglas to ING Corporate Investments Participaties B.V. The offer is made in accordance with resolutions taken by the Board of Directors of Hunter Douglas. The Dutch offer rules are not applicable to a buyback by a company of its own shares. The offer is made only in jurisdictions where the buyback of Preferred Shares under the offer as made would not be in violation of applicable law or regulations.
After the buyback Hunter Douglas will cancel the Preferred Shares that have been purchased. The buyback will not affect the operations, strategy or policy of Hunter Douglas or the rights attached to the Preferred Shares that remain outstanding. The remaining Preferred Shares will continue to be listed on Eurolist by Euronext Amsterdam.
A copy of the detailed terms and conditions of the offer can be obtained in Dutch or in English upon request from Hunter Douglas or the ING Bank at
The terms and conditions of the offer are also described in an advertisement to be published by Hunter Douglas on September 9, 2005 in the Official Pricelist of Eurolist by Euronext Amsterdam and Het Financieele Dagblad and are also available on the website of Hunter Douglas www.hunterdouglasgroup.com, subject to certain restrictions.
For further information:
W. Oppliger
Chief Financial Officer
Phone: +41 41 419 2772
woppliger@hdml.ch
As indicated in the Offer Document dated July 2, 2005 regarding the tender offer by Bergson Holdings N.V. for the purchase of 10.5 million Common Shares of Hunter Douglas, the purpose of the buyback by Hunter Douglas of 35% of its Preferred Shares is to secure the application of the provisions of the USA-Netherlands Tax Convention exempting from U.S. withholding tax dividends and interest paid by HD Inc., the U.S. subsidiary of Hunter Douglas.
The buyback will be financed by Hunter Douglas from its own resources and will be ex-dividend in respect of the financial year 2004.
Currently, there are 56.3 million Preferred Shares outstanding, of which 54.8 million (97.4%) are held by the Ralson Foundation, a trust for the benefit of members of the Sonnenberg Family, and 1.5 million (2.6%) are owned by public shareholders. The Ralson Foundation has declared to the Board of Directors of Hunter Douglas that it will tender 19,182,450 Preferred Shares representing 35.0% of the Preferred Shares held by the Foundation. If tendered for purchase under the offer, Hunter Douglas will purchase up to 35.0% of the Preferred Shares held by public shareholders, being 510,466 shares. If more Preferred Shares are tendered by public shareholders, the shares accepted for purchase will be prorated among the offering shareholders based on the relative number of shares offered by each shareholder.
The offer period will start on September 9, 2005, and will end on September 29, 2005, at 15.00 hours (CET). Shareholders may tender Preferred Shares through their (custodian)banks or (stock)brokers to ING Securities Services (BV 06.01), Van Heenvlietlaan 220, 1083 CN Amsterdam by fax only (+31 (0) 20 797 9607).
The buyback of Preferred Shares does not apply to the Cumulative Preference Shares that have recently been issued by Hunter Douglas to ING Corporate Investments Participaties B.V. The offer is made in accordance with resolutions taken by the Board of Directors of Hunter Douglas. The Dutch offer rules are not applicable to a buyback by a company of its own shares. The offer is made only in jurisdictions where the buyback of Preferred Shares under the offer as made would not be in violation of applicable law or regulations.
After the buyback Hunter Douglas will cancel the Preferred Shares that have been purchased. The buyback will not affect the operations, strategy or policy of Hunter Douglas or the rights attached to the Preferred Shares that remain outstanding. The remaining Preferred Shares will continue to be listed on Eurolist by Euronext Amsterdam.
A copy of the detailed terms and conditions of the offer can be obtained in Dutch or in English upon request from Hunter Douglas or the ING Bank at
|      Hunter Douglas N.V.      Piekstraat 2      3071 EL Rotterdam      The Netherlands      P.O. Box 5072      3008 AB Rotterdam      Tel. +31 (0)10 486 9911      Fax + 31 (0)10 485 0621      Attention: Ms. Joke Bremmer |      ING Corporate Finance      Foppingadreef 7      1102 BD Amsterdam,-Z.O.      The Netherlands      P.O. Box 1800      1000 BV Amsterdam      Tel. +31 (0)20 563 8535      Fax +31 (0)20 563 8503      Email: cfprospectus@ingcf.com |
The terms and conditions of the offer are also described in an advertisement to be published by Hunter Douglas on September 9, 2005 in the Official Pricelist of Eurolist by Euronext Amsterdam and Het Financieele Dagblad and are also available on the website of Hunter Douglas www.hunterdouglasgroup.com, subject to certain restrictions.
For further information:
W. Oppliger
Chief Financial Officer
Phone: +41 41 419 2772
woppliger@hdml.ch
