FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
February 8, 2010
Commission
File Number: 001-14624
ABN
AMRO HOLDING N.V.
Gustav
Mahlerlaan 10
1082 PP
Amsterdam
The
Netherlands
________________________________________________
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
__X__ Form
40-F _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No
__X__
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _____
TABLE
OF CONTENTS
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Item
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1
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Press
release – ABN AMRO completes legal demerger, dated 6 February
2010
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2
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Appendix
1 – ABN AMRO completes legal demerger of Dutch State acquired businesses
and associated legal renaming
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3
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Appendix
2 – September 2009 Pro Forma Financial
Information
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INCORPORATION
BY REFERENCE
This
report on Form 6-K shall be deemed to be incorporated by reference into the
registration statements on Form S-8 (Registration Numbers: 333-74703, 333-81400,
333-84044, 333-127660, 333-128619, 333-128621, 333-140798, 333-145751,
and 333-149577), the registration statements on Form F-3 (Registration Numbers:
333-137691, 333-104778-01 and 333-162193)
and the registration
statement on Form F-4 (Registration Numbers: 333-108304) of ABN AMRO Holding
N.V. and to be part thereof from the date on which this report is filed, to the
extent not superseded by documents or reports subsequently filed or
furnished.
The pro
forma financial information incorporated by reference in this report on Form 6-K
is for the purpose of submission to the Netherlands Authority for the
Financial Markets (Autoriteit Financiële
Markten) and therefore is not intended to comply with reporting
requirements of the U.S. Securities and Exchange Commission and the requirements
of Article 11 of Regulation S-X.
Item
1
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Amsterdam, 8 February 2010
ABN
AMRO completes legal demerger
“I am delighted to announce that we
have reached a significant milestone in the separation process. This has led us
a step closer to the creation of two independent banks, the ABN AMRO Bank and
The Royal Bank of Scotland NV. This would not have been achieved without the
tremendous contribution of people from both organisations”
Gerrit
Zalm
On 6 February 2010,
the businesses of ABN AMRO acquired by the Dutch State were legally
demerged from the RBS acquired businesses. As a result, there are now two
separate banks within ABN AMRO Holding N.V., The Royal Bank of Scotland
N.V. (‘RBS N.V.’) and the new entity named ABN AMRO Bank N.V., each
licensed separately by the Dutch Central Bank. Both banks will be governed by
the current managing and supervisory boards of ABN AMRO Holding N.V. until
the legal separation of the new ABN AMRO Bank N.V. from ABN AMRO Holding
N.V.
The legal
separation involves the transfer of the new ABN AMRO Bank N.V. to a holding
company that has been established by the Dutch State. This transfer is expected
to take place within two months of the legal demerger and is subject to approval
by the Dutch Central Bank. The new ABN AMRO Bank N.V. will then become an
independent bank with new managing and supervisory boards, operating under Dutch
Central Bank supervision and unrelated to the RBS Group.
The legal demerger
and the global renaming to The Royal Bank of Scotland N.V. are significant
milestones for the integration of the businesses and assets acquired by RBS. At
legal separation, new managing and supervisory boards will be appointed for RBS
N.V., which will operate under Dutch Central Bank supervision.
Appendix
1
ABN AMRO completes
legal demerger of Dutch State acquired businesses and associated legal
renaming
Appendix
2
September 2009 Pro
Forma Financial Information
For
more information, please contact:
|
ABN
AMRO Press Office
pressrelations@nl.abnamro.com
+31 20 628
8900
|
RBS
Group Investor Relations
Investor.relations@rbs.com
+44 207 672
1758
RBS
Group Media Relations
+44 131 523
4414 (UK)
+31 20 464 1150
(NL)
|
Item
2
APPENDIX
1
ABN
AMRO completes legal demerger of Dutch State acquired businesses and associated
legal renaming
|
Certain
definitions
Throughout this press release,
'ABN AMRO
Holding' means ABN AMRO Holding N.V. The
term 'ABN
AMRO'
refers to ABN AMRO Holding and its consolidated
subsidiaries. 'RBS
N.V.' and 'the
Demerging
Company' means The
Royal Bank of Scotland N.V. (previously named ABN AMRO Bank N.V.) and its
consolidated subsidiaries. The 'Acquiring
Company' means
the new entity named
ABN AMRO Bank N.V. (previously named
ABN AMRO II N.V.). 'EUR' refers to euros, while
'USD' refers to US
dollars.
The terms 'Consortium' and 'Consortium
Members' refer to The
Royal Bank of Scotland Group plc (RBS
Group), Fortis N.V.,
Fortis SA/NV (Fortis) and Banco Santander S.A.
(Santander) that jointly acquired ABN AMRO Holding N.V. on 17 October 2007 through RFS Holdings B.V. On 3
October 2008 the State of the Netherlands (Dutch
State) acquired
Fortis Bank Nederland (Holding) N.V., including the interest in
RFS Holdings B.V. that represents the acquired
activities of ABN AMRO, and effectively became the
successor of Fortis in the Consortium Shareholder
Agreement.
Furthermore, all references to
ABN AMRO Bank N.V. (where it is clear
from the context that such reference is not a reference to the Acquiring
Company) shall be deemed to be a reference to The Royal Bank of Scotland
N.V.
The term 'legal
demerger' refers to the legal demerger
(juridische
splitsing)
under Title 2:7 of the Dutch Civil Code
of ABN AMRO into the Acquiring Company and
the Demerging Company, pursuant to the legal demerger.
The Dutch State acquired businesses were transferred to the Acquiring Company from the
Demerging Company on 6 February 2010. Certain subsidiaries and assets and
liabilities were separately transferred to the Acquiring Company
prior to the execution of the legal
demerger and some further assets and liabilities will be separately transferred to the
Acquiring Company around the same time or shortly after the execution of
the legal demerger.
|
On
6 February 2010 ABN AMRO successfully executed the deed of demerger in
accordance with the demerger proposal filed with the Amsterdam Chamber of
Commerce on 30 September 2009, thereby demerging the majority of the Dutch State
acquired businesses. Additionally, as part of the overall separation
process, some subsidiaries and assets and liabilities were separately
transferred to the new legal entity ahead of the execution of the legal
demerger. Furthermore, some further assets and liabilities will be separately
transferred to the Acquiring Company around the same time or shortly after the
execution of the legal demerger.
Effective at the
same date, the existing legal entity ABN AMRO Bank N.V., from which the Dutch
State acquired businesses were demerged, was renamed The Royal Bank of Scotland
N.V. The legal entity into which the Dutch State acquired businesses
were demerged was also renamed, from ABN AMRO II N.V. to ABN AMRO Bank
N.V. Both the Demerging Company and the Acquiring Company will remain
wholly owned by ABN AMRO Holding until the latter is legally separated from ABN
AMRO Holding.
The demerger
proposals (excluding the description of assets and liabilities) and pro forma
financial information as of 31 December 2008 and 30 June 2009 reflecting the
impact of the legal transfers and demergers on ABN AMRO are available at www.abnamro.com. The
complete demerger filing, including a description of assets and liabilities to
be transferred, was filed with the Amsterdam Chamber of Commerce on 30 September
2009.
This represents the
successful execution of the first step in a two step process ABN AMRO chose to
effect the legal separation of the assets and liabilities acquired by the Dutch
State. The second step, "legal separation", will result in the
transfer of the shares of the Acquiring Company from ABN AMRO Holding to a new
holding company fully owned by the Dutch State and independent of ABN AMRO
Holding. After the legal separation, ABN AMRO Holding will be renamed RBS
Holdings N.V.
1
ABN AMRO Holding
was acquired by a consortium of banks through RFS Holdings B.V. on 17 October
2007. The consortium consisted of RBS (38%), Fortis (34%) and
Santander (28%). On 24 December 2008 the Fortis Bank Nederland
(Holding) N.V. stake in RFS Holdings B.V. was transferred to the Dutch State,
following the acquisition by the Dutch State in October 2008 of Fortis Bank
Nederland (Holding) N.V., including its stake in RFS Holdings B.V.
Until legal
separation, ABN AMRO will continue to be governed by ABN AMRO Holding’s managing
and supervisory boards and regulated on a consolidated basis with capital
adequacy, liquidity measures and exposures being reported to and regulated by
the Dutch Central Bank. ABN AMRO's capital ratios continue to exceed
the minimum tier 1 and total capital ratios of 9% and 12.5% respectively (as set
under Basel I by the Dutch Central Bank (De Nederlandsche Bank)
during the separation period of ABN AMRO) and are adequate to cover for stress
scenarios. ABN AMRO continues to comfortably exceed the regulatory
liquidity requirements. ABN AMRO and its shareholder have taken steps
to ensure that at legal separation each individual, separating bank will be
adequately capitalised and has a sound liquidity position.
RBS N.V. will be an
integral part of the RBS Group and will principally contain international
lending, international transaction services and equities businesses of the RBS
Group. These remaining activities will continue to be subject to Dutch
Central Bank supervision and on a consolidated basis as part of the RBS Group be
subject to UK Financial Services Authority supervision. Due to the change
in the operating model of RBS N.V. compared to pre-acquisition ABN AMRO Bank
N.V., a licence renewal was granted by the Dutch Central Bank on 3 February
2010.
The majority of the
businesses acquired by the Dutch State, consisting of the Dutch commercial and
retail banking, Dutch and international private clients and diamond businesses,
were transferred to the Acquiring Company at or shortly before the legal
demerger. However, during the period between the legal demerger and
legal separation a small ‘tail’ of predominantly international businesses will
continue to be transferred to the Acquiring Company. The exact timing
of these transfers will be determined by, amongst other things, the granting of
regulatory approvals in the countries in which the businesses operate. The
Acquiring Company was granted a banking licence on 13 January 2010.
Following the legal
demerger and until legal separation, the managing and supervisory boards of RBS
N.V. and of the Acquiring Company will be the same as the managing and
supervisory boards of ABN AMRO Holding.
Banking
license
On
13 January 2010 the Dutch Central Bank granted a banking license to the
Acquiring Company for engaging in universal banking business in the
Netherlands.
On
3 February 2010 the Dutch Central Bank granted a continuation of its existing
banking license to RBS N.V.
Capital
ratios
The following table
shows the pro forma capital ratios as at 30 September 2009 on the basis of the
Basel I capital accord for both ABN AMRO Holding and the Acquiring Company, both
after the effect of the legal demerger and including the effect of capital
actions executed on 23 December 2009 and the planned capital distribution as
described below.
2
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Pro forma ABN
AMRO Holding N.V.
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Pro forma ABN
AMRO Holding N.V. excluding the Acquiring Company
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Pro forma
Acquiring Company
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Tier 1
capital ratio
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13.44%
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18.95%
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10.56%
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Total tier
capital ratio
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19.14%
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27.33%
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14.85%
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Capital
actions new ABN AMRO Bank N.V.
The capital actions
of the Dutch State for the benefit of the Dutch State acquired businesses to be
transferred to the Acquiring Company, executed on 23 December 2009, consisted of
the issue of two Mandatory Convertible Securities. The first of these was issued
by the Demerging Company in the amount of EUR 967 million and has been demerged
together with the assets and liabilities of the Dutch State acquired businesses
in accordance with the legal demerger filing dated 30 September 2009 to the
Acquiring Company. The second of these was in the amount of EUR 833 million and
was issued directly by the Acquiring Company to cover expected losses in respect
of the EU Remedy business disposal as described below. The latter issuance did
not contribute to the capital ratios as of 31 December 2009, since a
banking license was granted to the Acquiring Company in 2010.
As
a consequence of the capital actions described above, the capital position of
the Acquiring Company will exceed the current regulatory minima as set by the
Dutch Central Bank for ABN AMRO (Tier I capital ratio 9%, Total capital ratio
12.5%) under the agreed Basel I transitional regime during the period of
separation of ABN AMRO. These capital actions are also aimed to
adequately satisfy the Dutch Central Bank regulatory requirements in accordance
with Basel II.
Capital
actions RBS N.V.
The capital actions
completed by the RBS Group for the benefit of the future RBS N.V. consisted of
the inclusion of assets in the UK’s Asset Protection Scheme through a guarantee
agreement between The Royal Bank of Scotland plc and RBS N.V., and an equity
capital contribution of EUR 3.6 billion. As a result, the RBS
acquired businesses are more than adequately capitalised under the current Basel
I transitional regime and are aimed to be adequately capitalised at a level
commensurate with the requirements of the future RBS N.V., post legal
separation, under Basel II.
Capital
distribution
The completion of
the capital actions described facilitated the execution of the legal demerger
and supports the future legal separation of the Acquiring Company from ABN AMRO
Holding planned to be completed approximately two months after the legal
demerger.
The boards of ABN
AMRO Holding have approved and have obtained necessary approval from the Dutch
Central Bank for the distribution of EUR 7.5 billion of capital to the parent of
ABN AMRO Holding, RFS Holdings B.V., for the benefit of Santander. This
distribution was effected on 5 February 2010. The boards of ABN AMRO Holding
have furthermore resolved to make a further distribution for an amount in the
range of EUR 1.2 to 1.5 billion for the benefit of Santander, subject to
Dutch Central Bank approval, immediately before legal separation. After such
further distribution, the indirect interest of Santander in ABN AMRO will have
decreased to its share in the remaining Shared Assets.
3
Ratings
The
Acquiring Company
On
5 February 2010, Standard & Poor’s announced that it assigned A+ (long term)
/ A-1 (short term) ratings with a negative outlook to the Acquiring Company upon
legal demerger.
On
20 January 2010, Fitch Ratings announced that it expects to assign A+ (long
term) / F1+ (short term) ratings with a stable outlook to the Acquiring Company
upon legal demerger.
On
21 January 2010, Moody’s Investors Service assigned provisional Aa3 (long term)
/ P-1 (short term) ratings with a negative outlook to the Acquiring Company upon
legal demerger. Moody’s Investors Services will assign final ratings upon legal
demerger.
The
Demerging Company
On
7 January 2010, Standard & Poor’s announced that it expects to assign A+
(long term) / A-1 (short term) ratings with a stable outlook to the Demerging
Company upon legal demerger.
On
5 February 2010, Fitch Ratings reaffirmed that it expects to assign AA- (long
term) / F1+ (short term) ratings with a stable outlook to the Demerging Company
upon legal demerger.
On
5 February 2010, Moody’s Investors Service assigned provisional A2 (long term) /
P-1 (short term) ratings with a stable outlook to the Demerging Company upon
legal demerger.
Debt
allocation
The allocation of
debt instruments to Consortium Members has been finalised as part of the legal
demerger process. The debt instrument allocation list is available at
www.abnamro.com/investors/investors.cfm.
As
part of the finalisation, the USD 150 million 7.13% subordinated notes 2093
(previously reported in Central Items) have been allocated to the RBS acquired
businesses and will, therefore, continue as an obligation of RBS
N.V.
The USD 250 million
7.75% subordinated lower tier 2 notes 2023, while economically allocated to the
Dutch State acquired businesses, remain a legal obligation of RBS N.V. until
their intended transfer in the second quarter of 2010 to the new ABN AMRO Bank
N.V. These notes can not be transferred to the Acquiring Company as part of the
Dutch legal demerger process, because they are governed by US law.
Risk
Factors
Set out below are
the risk factors pertaining to the legal demerger process.
Recourse
of investors due to legal demerger and cross liability
Following the legal
demerger, ABN AMRO has demerged into two entities, being the Demerging Company
and the Acquiring Company with effect from 6 February 2010. After that date, in
principle investors will only have recourse to the entity to which the relevant
assets and liabilities have been transferred for payments in respect of the
appropriate securities.
However, under
article 2:334t of the Dutch Civil Code, the Demerging Company, after legal
demerger, remains liable to the creditors for obligations which transferred from
the Demerging Company to the Acquiring Company in the event that the Acquiring
Company cannot meet its obligation to those creditors.
Similarly, after
legal demerger, the Acquiring Company is liable to the creditors for obligations
that remain in the Demerging Company, in the event that the Demerging Company
cannot meet its obligation to those creditors.
In
each case, the liability of a party for the obligations of the other party and
vice versa relates only to obligations existing at the date of legal
demerger. The liability will cease to exist upon
4
expiration of the
obligations. Furthermore, the Demerging Company's liability for (in short)
monetary obligations is limited to the equity retained at legal demerger,
amounting to EUR 4.0 billion. The Acquiring Company's liability for (in short)
monetary obligations is limited to the amount of equity acquired at legal
demerger, which amounts to EUR 1.8 billion.
The Demerging
Company will put in place arrangements to mitigate the risks of its liability to
the creditors which transferred from the Demerging Company to the Acquiring
Company. The Acquiring Company will also put in place arrangements to
mitigate the risks of its liability to the creditors which remain with the
Demerging Company. Such arrangements include the provision of collateral upon
the occurrence of certain events, which will be put in place by legal
separation. Each of the Demerging Company and the Acquiring Company will hold
the regulatory capital agreed with the Dutch Central Bank for any residual
risks.
The
joint and several liability of ABN AMRO Holding for the debts of the Acquiring
Company will be revoked following the anticipated legal separation
ABN AMRO Holding
deposited two statements pursuant to Section 2:403 of the Netherlands Civil Code
with the Commercial Register of the Chamber of Commerce in Amsterdam (403
Declaration), each declaring that ABN AMRO Holding is jointly and severally
liable for the debts resulting from the legal acts of ABN AMRO Bank N.V., the
Demerging Company in its form prior to the legal demerger, and of the Acquiring
Company.
Following the legal
demerger, these 403 Declarations continue to be applicable. Upon the legal
separation, the 403 Declaration relating to the Acquiring Company, the demerged
and transferred subsidiaries and, partially, to the Demerging Company, will be
revoked, provided that all of the relevant conditions of Section 2:404 of the
Dutch Civil Code are met. Consequently the joint and several liability of ABN
AMRO Holding for the debts resulting from legal acts of the Acquiring Company
(including remaining liability for legal acts of the Acquiring Company which
arose prior to the date of revocation of the 403 Declaration), the demerged and
transferred subsidiaries and of the Demerging Company to the extent it relates
to the split-off to the Acquiring Company pursuant to the legal demerger, will
be terminated.
ABN AMRO Holding
filed its intention to terminate any such remaining liability with the Amsterdam
Chamber of Commerce on 2 December 2009. By filing the intention to terminate the
remaining liability, a creditor objection period of two months was initiated,
which ended on 2 February 2010.
ABN
AMRO’s legal demerger and legal separation process creates additional risks for
ABN AMRO's business and stability
ABN AMRO is going
through a period of transition and change, which poses additional risks to ABN
AMRO’s business including (i) ABN AMRO’s ability to manage the break up of ABN
AMRO in a controlled manner while minimising the loss of business, (ii) ABN
AMRO's ability to retain key personnel during the transition and (iii) enhanced
operational and regulatory risks during this period. During this period of
transition and change and as a result of the legal demerger and upcoming legal
separation, the Demerging Company and the Acquiring Company will remain
interdependent with respect to certain business areas, for which they will inter alia provide
certain services to each other.
Integration
of the Acquiring Company with Fortis Bank (Nederland) N.V.
On
21 November 2008, the Dutch State announced its intention to integrate the Dutch
State acquired businesses of ABN AMRO with Fortis Bank (Nederland) N.V. (‘FBN’)
after completion of the legal demerger and legal separation process. The
integration of the Acquiring Company with FBN is subject to the completion of
the sale by the Acquiring Company to Deutsche Bank AG of NEW HBU II N.V. and IFN
Finance B.V.
The integration
process of the Acquiring Company with FBN could be delayed due to inter alia delays regarding
the structuring of the legal merger of the two entities or delays in approval or
additional terms and conditions of supervisory and regulatory
bodies. Failure or delay in this
5
integration may
adversely affect the stand alone operation of the Acquiring Company and may
therefore adversely affect the Acquiring Company’s results and financial
condition.
Major
Shareholder and change of control
As
at the date of the legal demerger, ABN AMRO Holding is the sole shareholder of
the Acquiring Company.
As
a consequence of and as from the legal separation, the shares of the Acquiring
Company will be transferred from ABN AMRO Holding to a new holding company fully
owned by the Dutch State, named ABN AMRO Group N.V., and independent of ABN AMRO
Holding, which will after separation be renamed RBS Holdings N.V.
The Dutch State has
announced its intention to integrate the Acquiring Company with FBN after
completion of the legal separation process. The Dutch State is not
involved in the day-to-day management of the Acquiring Company, and has
expressed the intention not to be involved in the day-to-day management of the
combined entity once the Acquiring Company has merged with FBN. The
Dutch State has stated its intention to privatise the combined bank not earlier
than 2011.
EU
Remedy
ABN AMRO Bank N.V.
and Deutsche Bank AG signed the Share Purchase Agreement confirming
the agreements reached for the sale of NEW HBU II N.V. (NEW HBU II) and IFN
Finance B.V. (IFN Finance) on 23 December 2009. The sale price agreed
upon for NEW HBU II and IFN Finance, including a guarantee provided for 75% of
the credit losses ('credit umbrella') and an amount for other liabilities and
costs, is EUR 700 million.
With the signing,
the sale is now closer to completion. The final steps in the process
prior to the closing thereof are the transfer of the NEW HBU II shares to the
Acquiring Company, the legal demerger of the majority of the businesses acquired
by the Dutch State into the Acquiring Company and the legal separation of the
Acquiring Company. The closing of the NEW HBU II and IFN Finance
transaction is expected to take place thereafter in the early spring of
2010. ABN AMRO has considered the
impact of the transaction on results and capital ratios and considers that the
transaction will have a negative impact of between EUR 800 and EUR 900 million
on results. The total loss on the transaction includes a provision
for the credit umbrella. The new ABN AMRO Bank N.V. expects to account for
these losses when, after legal separation, the conditions for effecting the
closing have been met.
Documents
available
On
8 February 2010, ABN AMRO Holding, the Demerging Company and the Acquiring
Company also published pro forma financial information as of 31 December 2008
and 30 September 2009 reflecting the financial impact of the legal transfers and
demergers on ABN AMRO (the September 2009 Pro Forma Financial
Information). This information includes an updated organisational chart
and is attached as Appendix 2.
Further information
on the separation of ABN AMRO is available at www.abnamro.com
and www.rbs.com.
The Dutch
Registration Document and copies of all documents incorporated by reference in
the Registration Document are accessible at www.abnamro.com
and at http://markets.rbs.com/bparchive
and can be obtained, on request, free of charge, by writing or telephoning, ABN
AMRO Press Office, Gustav Mahlerlaan 10, PO Box 283, 1000 EA Amsterdam, The
Netherlands, telephone (+31) 0(20) 628 8900, e-mail pressrelations@nl.abnamro.com
6
Item
3
APPENDIX 2
Unaudited
pro forma condensed consolidated financial
information
relating to:
|
(i)
|
ABN AMRO
Holding N.V.
|
|
and
|
|
|
(ii)
|
ABN AMRO Bank
N.V.
|
APPENDIX 2
|
Table
of contents for pro forma financial information
|
||
|
Background
|
3
|
|
|
Pro
forma financial information on ABN AMRO Holding N.V.
|
||
|
Unaudited pro
forma Statement of Financial Position as at 30 September
2009
|
5
|
|
|
Unaudited pro
forma Income Statement for the nine months ended 30 September
2009
|
6
|
|
|
Unaudited pro
forma Statement of Financial Position as at 31 December
2008
|
7
|
|
|
Unaudited pro
forma Income Statement for the year ended 31 December 2008
|
8
|
|
|
Notes to the
pro forma financial information
|
9
|
|
|
Pro
forma financial information on ABN AMRO Bank N.V.
|
||
|
Unaudited pro
forma Statement of Financial Position as at 30 September
2009
|
11
|
|
|
Unaudited pro
forma Income Statement for the nine months ended 30 September
2009
|
12
|
|
|
Unaudited pro
forma Statement of Financial Position as at 31 December
2008
|
13
|
|
|
Unaudited pro
forma Income Statement for the year ended 31 December 2008
|
14
|
|
|
Notes to the
pro forma financial information
|
15
|
|
Background
At the date of
demerger, ABN AMRO Bank N.V. was renamed to The Royal Bank of Scotland N.V.
(hereinafter RBS N.V.) and ABN AMRO II N.V. was renamed ABN AMRO Bank
N.V. Until legal separation both RBS N.V. and ABN AMRO Bank N.V. will
be governed by the ABN AMRO Holding N.V. managing and supervisory boards and
regulated on a consolidated basis with capital ratios, liquidity measures and
exposures being reported to and regulated by the Dutch Central Bank. For an
overview of the liabilities issued by ABN AMRO Bank N.V. that have been
allocated to the Dutch State acquired businesses and a list of the liabilities
remaining as legal obligations of RBS N.V., refer to www.abnamro.com.
The Royal Bank of
Scotland Group plc (‘RBS Group’) and the State of the Netherlands (‘Dutch
State’) continue to work towards the legal separation of the Dutch State
acquired businesses from the residual RBS acquired businesses into two separate
viable banks, each with its own banking license and each adequately capitalised
at the time of legal separation. On 13 January 2010 the Dutch Central Bank
granted a banking license to ABN AMRO Bank N.V. for engaging in universal
banking business in the Netherlands. On 3 February 2010 the Dutch Central Bank
granted a continuation of its existing banking license to RBS N.V.
After legal
separation, ABN AMRO Holding N.V. will be renamed RBS Holdings
N.V. RBS N.V. will remain a wholly owned subsidiary of RBS Holdings
N.V., which in turn will remain wholly owned by RFS Holdings B.V. RFS Holdings
B.V. will be substantially owned by the RBS Group after separation. RBS N.V.
principally contains international lending, international transaction services
and equities businesses of the RBS Group.
ABN AMRO Bank N.V.
will become a wholly owned subsidiary of a newly incorporated entity ABN AMRO
Group N.V. which in turn will be wholly owned by the Dutch State. ABN
AMRO Bank N.V. serves Dutch commercial and retail banking clients, Dutch and
international private clients, and diamond businesses.
The diagram below
shows the demerger and separation process in steps.
|
1.
|
The Dutch
State’s part of the assets and liabilities that are not yet allocated to
any of the Consortium shareholders, the so-called Shared Assets, are not
included in this overview.
|
|
2.
|
The structure
shown represents the position after a transitional phase, during which the
Dutch State and Banco Santander S.A. will continue to hold a
stake in RFS Holdings B.V. commensurate to their holding in remaining
Shared Assets and any other businesses subject to later
separation.
|
Page 3 of
16
The purpose of this
document is to provide pro forma financial information to supplement the
demerger press release by ABN AMRO Holding N.V. with updated information about
the new legal structure of ABN AMRO. The legal demerger is a
significant event and therefore the update is required to provide investors with
relevant historical financial information on a pro forma basis allowing an
assessment of the impact of the demerger. The pro forma financial
information has been prepared for illustrative purposes only on the basis of
estimates and assumptions which are preliminary. The pro forma
information addresses a hypothetical situation and does not represent the actual
position or the results of either ABN AMRO Holding N.V. or ABN AMRO Bank
N.V.
The pro forma
financial information includes the following pro forma information for both ABN
AMRO Holding N.V. and ABN AMRO Bank N.V. (i) a pro forma Statement of Financial
Position as at 30 September 2009, (ii) a pro forma Income statement for the nine
months ended 30 September 2009, (iii) a pro forma Statement of Financial
Position as at 31 December 2008, (iv) a pro forma income statement for the year
ended 31 December 2008, and (v) Notes to the pro forma financial
information. This pro forma financial information should be read in
conjunction with the financial information and the related notes for the 9
months ended 30 September 2009 published in the press release of ABN AMRO
Holding N.V. on 25 November 2009 and the financial statements and the related
notes thereto for the year ended 31 December 2008.
The unaudited pro
forma financial information may be subject to change because management has not
finalised their detailed assessment of key estimates and judgements which is
part of the preparation process of the consolidated financial statements for the
year ended 31 December 2009. Management is not aware of any matters that could
impact ABN AMRO Holding N.V.’s results and financial position as presented in
the pro forma financial information. The audited consolidated financial
statements of ABN AMRO Holding N.V. for the year ended 31 December 2009 will be
available at the end of March 2010.
Page 4 of
16
Unaudited
pro forma Condensed Consolidated Statement of Financial Position ABN AMRO
Holding N.V. (to be renamed RBS Holdings N.V. and including RBS N.V.) as at 30
September 2009
|
(amounts
in millions of euros)
|
ABN AMRO Holding
N.V.(1)
|
ABN AMRO Bank N.V. (formerly
ABN AMRO II N.V.)(2)
|
Intercompany
reclassification(3)
|
Pro Forma Total(4)
|
||||||||||||
|
Assets
|
||||||||||||||||
|
Cash and
balances at central banks
|
15,090 | 634 | 14,456 | |||||||||||||
|
Financial
assets held for trading
|
95,277 | 3,388 | 91,889 | |||||||||||||
|
Financial
investments
|
75,711 | 20,659 | 55,052 | |||||||||||||
|
Loans and
receivables - banks
|
55,622 | 17,886 | 16,430 | 54,166 | ||||||||||||
|
Loans and
receivables - customers
|
230,477 | 150,809 | 79,668 | |||||||||||||
|
Other
assets
|
28,581 | 9,610 | 18,971 | |||||||||||||
|
Total
assets
|
500,758 | 202, 986 | 16,430 | 314,202 | ||||||||||||
|
Liabilities
|
||||||||||||||||
|
Financial
liabilities held for trading
|
80,261 | 2,605 | 77,656 | |||||||||||||
|
Due to
banks
|
63,838 | 1,846 | 16,430 | 78,422 | ||||||||||||
|
Due to
customers
|
195,325 | 140,538 | 54,787 | |||||||||||||
|
Issued debt
securities
|
98,902 | 28,218 | 70,684 | |||||||||||||
|
Other
liabilities
|
33,563 | 17,693 | 15,870 | |||||||||||||
|
Liabilities
(excluding subordinated liabilities)
|
471,889 | 190,900 | 16,430 | 297,419 | ||||||||||||
|
Subordinated
liabilities
|
12,752 | 5,212 | 7,540 | |||||||||||||
|
Total
liabilities
|
484,641 | 196,112 | 16,430 | 304,959 | ||||||||||||
|
Equity
|
||||||||||||||||
|
Equity
attributable to shareholders
|
16,078 | 6,863 | 9,215 | |||||||||||||
|
Equity
attributable to minority interests
|
39 | 11 | 28 | |||||||||||||
|
Total
equity
|
16,117 | 6,874 | 9,243 | |||||||||||||
|
Total
equity and liabilities
|
500,758 | 202,986 | 16,430 | 314,202 | ||||||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from unaudited
financial information for the nine months ended 30 September 2009 included
in its press release dated 25 November 2009. Hereafter, ABN AMRO Holding
N.V. represents ABN AMRO Holding N.V. and its consolidated
subsidiaries.
|
|
(2)
|
See note 3 to
pro forma information.
|
|
(3)
|
This column
removes the effect of reclassification of balances between ABN AMRO
Holding N.V. and ABN AMRO Bank N.V. that were intercompany transactions
before the legal demerger. The reclassification is performed to show ABN
AMRO Holding N.V. (to be renamed RBS Holdings N.V. and including RBS N.V.)
as if it were a standalone legal entity.
|
|
(4)
|
See note 2 to
pro forma financial information.
|
Page 5 of
16
Unaudited
pro forma Condensed Consolidated Income Statement ABN AMRO Holding N.V. (to be
renamed RBS Holdings N.V. and including RBS N.V.) for the nine months ended 30
September 2009
|
(amounts
in millions of euros)
|
ABN AMRO Holding
N.V.(1)
|
ABN AMRO Bank N.V. (formerly
ABN AMRO II N.V.)(2)
|
Pro Forma Total(3)
|
|||||||||
|
Net interest
income
|
3,369 | 2,130 | 1,239 | |||||||||
|
Net fee and
commission income
|
1,689 | 921 | 768 | |||||||||
|
Net trading
income
|
693 | 15 | 678 | |||||||||
|
Results from
financial transactions
|
(2,132 | ) | 259 | (2,391 | ) | |||||||
|
Share of
result in equity accounted investments
|
35 | 64 | (29 | ) | ||||||||
|
Other
operating income
|
37 | 155 | (118 | ) | ||||||||
|
Income of
consolidated private equity holdings
|
342 | 321 | 21 | |||||||||
|
Operating
income
|
4,033 | 3,865 | 168 | |||||||||
|
Operating
expenses
|
6,261 | 2,963 | 3,298 | |||||||||
|
Loan
impairment and other credit risk provisions
|
2,502 | 838 | 1,664 | |||||||||
|
Total
expenses
|
8,763 | 3,801 | 4,962 | |||||||||
|
Operating
profit/(loss) before tax
|
(4,730 | ) | 64 | (4,794 | ) | |||||||
|
Tax
|
(968 | ) | 19 | (987 | ) | |||||||
|
Profit/(loss)
from continuing operations
|
(3,762 | ) | 45 | (3,807 | ) | |||||||
|
Profit from
discontinued operations net of tax
|
100 | - | 100 | |||||||||
|
Profit/(loss)
for the period
|
(3,662 | ) | 45 | (3,707 | ) | |||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
|
(3,665 | ) | 46 | (3,711 | ) | |||||||
|
Minority
interests
|
3 | (1 | ) | 4 | ||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from unaudited
financial information for the nine months ended 30 September 2009 included
in its press release dated 25 November 2009.
|
|
(2)
|
See note 3 to
pro forma financial information.
|
|
(3)
|
See note 2 to
pro forma financial information.
|
Page 6 of
16
Unaudited
pro forma Condensed Consolidated Statement of Financial Position ABN AMRO
Holding N.V. (to be renamed RBS Holdings N.V. and including RBS N.V.) as at 31
December 2008
|
(amounts
in millions of euros)
|
ABN AMRO Holding
N.V.(1)
|
ABN AMRO Bank N.V. (formerly
ABN AMRO II N.V.)(2)
|
Intercompany
reclassification(3)
|
Pro Forma Total(4)
|
||||||||||||
|
Assets
|
||||||||||||||||
|
Cash and
balances at central banks
|
5,854 | 596 | 5,258 | |||||||||||||
|
Financial
assets held for trading
|
212,653 | 978 | 211,675 | |||||||||||||
|
Financial
investments
|
67,061 | 14,667 | 52,394 | |||||||||||||
|
Loans and
receivable - banks
|
75,566 | 7,456 | 6,425 | 74,535 | ||||||||||||
|
Loans and
receivables - customers
|
270,507 | 150,403 | 120,104 | |||||||||||||
|
Other
assets
|
35,176 | 9,439 | 25,737 | |||||||||||||
|
Total
assets
|
666,817 | 183,539 | 6,425 | 489,703 | ||||||||||||
|
Liabilities
|
||||||||||||||||
|
Financial
liabilities held for trading
|
192,087 | 337 | 191,750 | |||||||||||||
|
Due to
banks
|
94,620 | 730 | 6,425 | 100,315 | ||||||||||||
|
Due to
customers
|
209,004 | 121,962 | 87,042 | |||||||||||||
|
Issued debt
securities
|
111,296 | 31,174 | 80,122 | |||||||||||||
|
Other
liabilities
|
29,138 | 16,365 | 12,773 | |||||||||||||
|
Liabilities
(excluding subordinated liabilities)
|
636,145 | 170,568 | 6,425 | 472,002 | ||||||||||||
|
Subordinated
liabilities
|
13,549 | 5,927 | 7,622 | |||||||||||||
|
Total
liabilities
|
649,694 | 176,495 | 6,425 | 479,624 | ||||||||||||
|
Equity
|
||||||||||||||||
|
Equity
attributable to shareholders
|
17,077 | 7,039 | 10,038 | |||||||||||||
|
Equity
attributable to minority interests
|
46 | 5 | 41 | |||||||||||||
|
Total
equity
|
17,123 | 7,044 | 10,079 | |||||||||||||
|
Total
equity and liabilities
|
666,817 | 183,539 | 6,425 | 489,703 | ||||||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from the audited
financial statements for the year ended 31 December
2008.
|
|
(2)
|
See note 3 to
pro forma financial information.
|
|
(3)
|
This column
removes the effect of reclassification of balances between ABN AMRO
Holding N.V. and ABN AMRO Bank N.V. that were intercompany transactions
before the legal demerger. The reclassification is performed to show ABN
AMRO Holding N.V. (to be renamed RBS Holdings N.V. and including RBS N.V.)
as if it were a standalone legal entity.
|
|
(4)
|
See note 2 to
pro forma financial information.
|
Page 7 of
16
Unaudited
pro forma Condensed Consolidated Income Statement ABN AMRO Holding N.V. (to be
renamed RBS Holdings N.V. and including RBS N.V.) for the year ended 31 December
2008
|
(amounts
in millions of euros)
|
ABN AMRO Holding
N.V.(1)
|
ABN AMRO Bank N.V. (formerly
ABN AMRO II N.V.)(2)
|
Pro Forma Total(3)
|
|||||||||
|
Net interest
income
|
5,783 | 3,223 | 2,560 | |||||||||
|
Net fee and
commission income
|
2,629 | 1,322 | 1,307 | |||||||||
|
Net trading
income
|
(9,324 | ) | 190 | (9,514 | ) | |||||||
|
Results from
financial transactions
|
(1,684 | ) | 181 | (1,865 | ) | |||||||
|
Share of
result in equity accounted investments
|
106 | 31 | 75 | |||||||||
|
Other
operating income
|
306 | 242 | 64 | |||||||||
|
Income of
consolidated private equity holdings
|
1,726 | - | 1,726 | |||||||||
|
Operating
income
|
(458 | ) | 5,189 | (5,647 | ) | |||||||
|
Operating
expenses
|
11,629 | 3,786 | 7,843 | |||||||||
|
Loan
impairment and other credit risk provisions
|
3,387 | 776 | 2,611 | |||||||||
|
Total
expenses
|
15,016 | 4,562 | 10,454 | |||||||||
|
Operating
profit/(loss) before tax
|
(15,474 | ) | 627 | (16,101 | ) | |||||||
|
Tax
|
(2,580 | ) | 156 | (2,736 | ) | |||||||
|
Profit/(loss)
from continuing operations
|
(12,894 | ) | 471 | (13,365 | ) | |||||||
|
Profit from
discontinued operations net of tax
|
16,489 | 3,065 | 13,424 | |||||||||
|
Profit
for the year
|
3,595 | 3,536 | 59 | |||||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
|
3,580 | 3,530 | 50 | |||||||||
|
Minority
interests
|
15 | 6 | 9 | |||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from the audited
financial statements for the year ended 31 December
2008.
|
|
(2)
|
See note 3 to
pro forma financial information.
|
|
(3)
|
See note 2 to
pro forma financial information.
|
Page 8 of
16
Notes
to pro forma financial information for ABN AMRO Holding N.V. (to be renamed RBS
Holdings N.V. and including RBS N.V.)
|
1
|
Basis
of preparation
|
The pro forma
financial information for ABN AMRO Holding N.V. as at 30 September 2009 and 31
December 2008 has been based on International Financial Reporting Standards
(IFRS) and IFRS as adopted by the European Union. The pro forma financial
information does not include events subsequent to 30 September
2009.
The pro forma
financial information has been prepared on the following basis:
|
·
|
The pro forma
condensed consolidated statement of financial position of ABN AMRO Holding
N.V. at 30 September 2009 and 31 December 2008 is presented to show the
effect of the legal demerger of ABN AMRO Bank N.V. and is based upon the
respective consolidated balance sheets at 30 September 2009 and 31
December 2008 of ABN AMRO Holding N.V. and ABN AMRO Bank N.V. as if the
proposed transaction had occurred on 30 September 2009 and 31 December
2008.
|
|
|
·
|
The pro forma
condensed consolidated income statement of ABN AMRO Holding N.V. for the
nine months ended 30 September 2009 and the year ended 31 December 2008 is
presented to show the effect of the legal demerger of ABN AMRO Bank N.V.
and is based upon the respective consolidated income statements for the
nine months ended 30 September 2009 and the year ended 31 December 2008 of
ABN AMRO Holding N.V. and ABN AMRO Bank N.V. as if the proposed
transaction had occurred on 30 September 2009 and 31 December
2008.
|
|
|
·
|
The pro forma
condensed consolidated statements of financial position at 30 September
2009 and 31 December 2008 for ABN AMRO Bank N.V. assume that all assets
acquired by the Dutch State are demerged with no residual assets (see note
3 for information on assets to be transferred after the demerger).
Consequently the pro forma total for ABN AMRO Holding N.V. does not
include these residual assets.
|
|
2
|
Central
Items
|
The pro forma financial
information for ABN AMRO Holding N.V. includes not only the RBS acquired
businesses but also other items as detailed below, the so-called “Central
Items”.
|
|
a)
|
Shared
Assets
|
ABN AMRO Holding
N.V., after the demerger, continues to include assets and liabilities that have
not yet been settled between the consortium shareholders, the so-called “Shared
Assets”, in which each of the consortium shareholders has a joint and indirect
interest. The net value of the assets and liabilities that are
currently expected to remain for an interim period in ABN AMRO Holding N.V.
amounts to EUR 6.9 billion negative at 30 September 2009. As part of
the legal demerger, capital related to the demerged businesses transferred to
ABN AMRO Bank N.V. However sufficient capital remains in ABN AMRO Holding N.V.
to cover the Dutch State interest in the Shared Assets.
|
|
b)
|
Other Central
Items
|
The pro forma for
ABN AMRO Holding N.V. includes some remaining assets and the results thereon as
well as profit from discontinued operations allocated to the Banco Santander
S.A. (Santander) acquired businesses. These are reported as part of the Central
Items and remain in ABN AMRO Holding N.V. until any remaining balances with
Santander are settled and remaining capital distributed for the benefit of
Santander. Sufficient capital will also remain in ABN AMRO Holding N.V. for the
Santander interest in the remaining Shared Assets until such time that these are
sold, redeemed or otherwise settled.
|
3
|
Assets
and liabilities to be transferred after
demerger
|
A number of assets
and liabilities included in some Private Clients and International Diamonds
& Jewellery Group businesses in branches and subsidiaries are not part of
the legal demerger. These assets and liabilities are part of the Dutch State
acquired businesses and will be transferred to ABN AMRO Bank N.V., as soon as
Page 9 of
16
possible after the
effective date of the demerger, when all required technical and regulatory
separation activities are complete and approvals obtained.
At the date of
legal demerger, EUR 4.2 billion of EUR 203.0 billion of assets and EUR 4.1
billion of EUR 196.1 billion liabilities, which are included the pro forma
financial information of ABN AMRO Bank N.V. at 30 September 2009 remain in ABN
AMRO Holding N.V. The remaining assets are adequately funded and
capitalised until they are transferred. The majority of these assets
will transfer during the interim period between legal demerger and legal
separation once the necessary consents have been obtained.
It is expected that
at the date of legal separation, EUR 0.6 billion of these EUR 4.2 billion of
assets and EUR 0.5 billion of these EUR 4.1 billion of liabilities will remain
in ABN AMRO Holding N.V. and will be transferred as soon as possible after legal
separation. The remaining assets are adequately funded and
capitalised until their transfer after legal separation.
The assets and
liabilities that will be transferred at a later stage are presented as part of
ABN AMRO Bank N.V. in the pro forma income statement and statement of financial
position as they are not significant.
|
4
|
Accounting
policies
|
The same accounting
policies and methods of computation are followed in the pro forma financial
information as were applied in the preparation of the ABN AMRO Holding N.V.
financial statements for the year ended 31 December 2008, except for the impact
for the adoption of IAS 1 (revised 2007) Presentation of Financial Statements as
disclosed in the Condensed Consolidated Financial Statements for the six months
period ended 30 June 2009. Please refer to pages 99 to 118 of
ABN AMRO Holding N.V.’s 2008 Annual Report for a description of the accounting
policies.
|
5
|
Cross
liability
|
Under article
2:334t of the Dutch Civil Code, RBS N.V., after legal demerger, remains liable
to the creditors which transferred from RBS N.V. to ABN AMRO Bank N.V. in the event
that ABN AMRO Bank N.V. cannot meet its obligation to those
creditors.
The liability
relates only to obligations existing at the date of legal demerger. The
liability will cease to exist upon expiration of the obligations. RBS N.V.’s
liability is limited to the equity retained at legal demerger, amounting to
approximately EUR 4.0 billion.
RBS N.V. will put
in place arrangements to mitigate the risks of the liability to the creditors
which transferred from RBS N.V. to ABN AMRO Bank N.V. by legal separation. RBS
N.V. will after legal separation hold the regulatory capital agreed with the
Dutch Central Bank for any residual risks.
Similarly under
Article 2:334t of the Dutch Civil Code, RBS N.V. is under certain circumstances
liable to the creditors which have transferred from RBS N.V. to New HBU II N.V.
on 7 August 2008. This liability amounts to approximately EUR 1.6 billion at 30
September 2009.
Page 10 of
16
Unaudited
pro forma Condensed Consolidated Statement of Financial Position ABN AMRO Bank
N.V. (formerly ABN AMRO II N.V.) as at 30 September 2009
|
(amounts
in millions of euros)
|
ABN AMRO Holding
N.V.(1)
|
ABN
AMRO Holding N.V. (to be renamed RBS Holdings N.V. and including RBS
N.V.)(2)
|
Intercompany
reclassification(3)
|
ABN
AMRO Bank N.V. (formerly ABN AMRO II N.V.)
Pro Forma Total(4)
|
||||||||||||
|
Assets
|
||||||||||||||||
|
Cash and
balances at central banks
|
15,090 | 14,456 | 634 | |||||||||||||
|
Financial
assets held for trading
|
95,277 | 91,889 | 3,388 | |||||||||||||
|
Financial
investments
|
75,711 | 55,052 | 20,659 | |||||||||||||
|
Loans and
receivables - banks
|
55,622 | 54,166 | 16,430 | 17,886 | ||||||||||||
|
Loans and
receivables - customers
|
230,477 | 79,668 | 150,809 | |||||||||||||
|
Other
assets
|
28,581 | 18,971 | 9,610 | |||||||||||||
|
Total
assets
|
500,758 | 314,202 | 16,430 | 202,986 | ||||||||||||
|
Liabilities
|
||||||||||||||||
|
Financial
liabilities held for trading
|
80,261 | 77,656 | 2,605 | |||||||||||||
|
Due to
banks
|
63,838 | 78,422 | 16,430 | 1,846 | ||||||||||||
|
Due to
customers
|
195,325 | 54,787 | 140,538 | |||||||||||||
|
Issued debt
securities
|
98,902 | 70,684 | 28,218 | |||||||||||||
|
Other
liabilities
|
33,563 | 15,870 | 17,693 | |||||||||||||
|
Liabilities
(excluding subordinated liabilities)
|
471,889 | 297,419 | 16,430 | 190,900 | ||||||||||||
|
Subordinated
liabilities
|
12,752 | 7,540 | 5,212 | |||||||||||||
|
Total
liabilities
|
484,641 | 304,959 | 16,430 | 196,112 | ||||||||||||
|
Equity
|
||||||||||||||||
|
Equity
attributable to shareholders
|
16,078 | 9,215 | 6,863 | |||||||||||||
|
Equity
attributable to minority interests
|
39 | 28 | 11 | |||||||||||||
|
Total
equity
|
16,117 | 9,243 | 6,874 | |||||||||||||
|
Total
equity and liabilities
|
500,758 | 314,202 | 16,430 | 202,986 | ||||||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from unaudited
financial information for the nine months ended 30 September 2009 included
in its press release dated 25 November 2009.
|
|
(2)
|
The financial
information for ABN AMRO Holding N.V. (to be renamed RBS Holdings N.V. and
including RBS N.V.) also
contains Central Items, see note 2 on page 9.
|
|
(3)
|
This column
removes the effect of reclassification of balances between ABN AMRO Bank
N.V and ABN AMRO Holding N.V. that were intercompany transactions before
the legal demerger. The reclassification is performed to show ABN AMRO
Bank N.V. (formerly ABN AMRO II N.V.) as if it were a standalone legal
entity.
|
|
(4)
|
See note 2 to
pro forma financial information.
|
Page 11 of
16
Unaudited
pro forma Condensed Consolidated Income Statement ABN AMRO Bank N.V. (formerly
ABN AMRO II N.V.) for the nine months ended 30 September 2009
|
(amounts
in millions of euros)
|
ABN AMRO Holding N.V.
(1)
|
ABN
AMRO Holding N.V. (to be renamed RBS Holdings N.V. and including RBS
N.V.)(2)
|
ABN
AMRO Bank N.V. (formerly ABN AMRO II N.V.)
Pro Forma Total(3)
|
|||||||||
|
Net interest
income
|
3,369 | 1,239 | 2,130 | |||||||||
|
Net fee and
commission income
|
1,689 | 768 | 921 | |||||||||
|
Net trading
income
|
693 | 678 | 15 | |||||||||
|
Results from
financial transactions
|
(2,132 | ) | (2,391 | ) | 259 | |||||||
|
Share of
result in equity accounted investments
|
35 | (29 | ) | 64 | ||||||||
|
Other
operating income
|
37 | (118 | ) | 155 | ||||||||
|
Income of
consolidated private equity holdings
|
342 | 21 | 321 | |||||||||
|
Operating
income
|
4,033 | 168 | 3,865 | |||||||||
|
Operating
expenses
|
6,261 | 3,298 | 2,963 | |||||||||
|
Loan
impairment and other credit risk provisions
|
2,502 | 1,664 | 838 | |||||||||
|
Total
expenses
|
8,763 | 4,962 | 3,801 | |||||||||
|
Operating
profit/(loss) before tax
|
(4,730 | ) | (4,794 | ) | 64 | |||||||
|
Tax
|
(968 | ) | (987 | ) | 19 | |||||||
|
Profit/(loss)
from continuing operations
|
(3,762 | ) | (3,807 | ) | 45 | |||||||
|
Profit from
discontinued operations net of tax
|
100 | 100 | - | |||||||||
|
Profit/(loss)
for the period
|
(3,662 | ) | (3,707 | ) | 45 | |||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
|
(3,665 | ) | (3,711 | ) | 46 | |||||||
|
Minority
interests
|
3 | 4 | (1 | ) | ||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from unaudited
financial information for the nine months ended 30 September 2009 included
in its press release dated 25 November 2009.
|
|
(2)
|
The financial
information for ABN AMRO Holding N.V. (to be renamed RBS Holdings N.V. and
including RBS N.V.) also contains the results from Central Items, see note
2 on page 9.
|
|
(3)
|
See note 2 to
pro forma financial information.
|
Page 12 of
16
Unaudited
pro forma Condensed Consolidated Statement of Financial Position ABN AMRO Bank
N.V. (ABN AMRO II N.V.) as at 31 December 2008
|
(amounts
in millions of euros)
|
ABN AMRO Holding
N.V.(1)
|
ABN
AMRO Holding N.V. (to be renamed RBS Holdings N.V. and including RBS
N.V.)(2)
|
Intercompany
reclassification(3)
|
ABN
AMRO Bank N.V. (formerly ABN AMRO II N.V.)
Pro Forma Total(4)
|
||||||||||||
|
Assets
|
||||||||||||||||
|
Cash and
balances at central banks
|
5,854 | 5,258 | 596 | |||||||||||||
|
Financial
assets held for trading
|
212,653 | 211,675 | 978 | |||||||||||||
|
Financial
investments
|
67,061 | 52,394 | 14,667 | |||||||||||||
|
Loans and
receivables - banks
|
75,566 | 74,535 | 6,425 | 7,456 | ||||||||||||
|
Loans and
receivables - customers
|
270,507 | 120,104 | 150,403 | |||||||||||||
|
Other
assets
|
35,176 | 25,737 | 9,439 | |||||||||||||
|
Total
assets
|
666,817 | 489,703 | 6,425 | 183,539 | ||||||||||||
|
Liabilities
|
||||||||||||||||
|
Financial
liabilities held for trading
|
192,087 | 191,750 | 337 | |||||||||||||
|
Due to
banks
|
94,620 | 100,315 | 6,425 | 730 | ||||||||||||
|
Due to
customers
|
209,004 | 87,042 | 121,962 | |||||||||||||
|
Issued debt
securities
|
111,296 | 80,122 | 31,174 | |||||||||||||
|
Other
liabilities
|
29,138 | 12,773 | 16,365 | |||||||||||||
|
Liabilities
(excluding subordinated liabilities)
|
636,145 | 472,002 | 6,425 | 170,568 | ||||||||||||
|
Subordinated
liabilities
|
13,549 | 7,622 | 5,927 | |||||||||||||
|
Total
liabilities
|
649,694 | 479,624 | 6,425 | 176,495 | ||||||||||||
|
Equity
|
||||||||||||||||
|
Equity
attributable to shareholders
|
17,077 | 10,038 | 7,039 | |||||||||||||
|
Equity
attributable to minority interests
|
46 | 41 | 5 | |||||||||||||
|
Total
equity
|
17,123 | 10,079 | 7,044 | |||||||||||||
|
Total
equity and liabilities
|
666,817 | 489,703 | 6,425 | 183,539 | ||||||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from the audited
financial statements for the year ended 31 December
2008.
|
|
(2)
|
The financial
information for ABN AMRO Holding N.V. (to be renamed RBS Holdings N.V. and
including RBS N.V.) also contains Central Items, see note 2 on page
9.
|
|
(3)
|
This column
removes the effect of reclassification of balances between ABN AMRO Bank
N.V and ABN AMRO Holding N.V. that were intercompany transactions before
the legal demerger. The reclassification is performed to show ABN AMRO
Bank N.V. (formerly ABN AMRO II N.V.) as if it were a standalone legal
entity.
|
|
(4)
|
See note 2 to
pro forma financial information.
|
Page 13 of
16
Unaudited
pro forma Condensed Consolidated Income Statement ABN AMRO Bank N.V. (formerly
ABN AMRO II N.V.) for the year ended 31 December 2008
|
(amounts
in millions of euros)
|
ABN AMRO Holding
N.V.(1)
|
ABN
AMRO Holding N.V. (to be renamed RBS Holdings N.V. and including RBS
N.V.)(2)
|
ABN
AMRO Bank N.V. (formerly ABN AMRO II N.V.)
Pro Forma Total(3)
|
|||||||||
|
Net interest
income
|
5,783 | 2,560 | 3,223 | |||||||||
|
Net fee and
commission income
|
2,629 | 1,307 | 1,322 | |||||||||
|
Net trading
income
|
(9,324 | ) | (9,514 | ) | 190 | |||||||
|
Results from
financial transactions
|
(1,684 | ) | (1,865 | ) | 181 | |||||||
|
Share of
result in equity accounted investments
|
106 | 75 | 31 | |||||||||
|
Other
operating income
|
306 | 64 | 242 | |||||||||
|
Income of
consolidated private equity holdings
|
1,726 | 1,726 | - | |||||||||
|
Operating
income
|
(458 | ) | (5,647 | ) | 5,189 | |||||||
|
Operating
expenses
|
11,629 | 7,843 | 3,786 | |||||||||
|
Loan
impairment and other credit risk provisions
|
3,387 | 2,611 | 776 | |||||||||
|
Total
expenses
|
15,016 | 10,454 | 4,562 | |||||||||
|
Operating
profit/(loss) before tax
|
(15,474 | ) | (16,101 | ) | 627 | |||||||
|
Tax
|
(2,580 | ) | (2,736 | ) | 156 | |||||||
|
Profit/(loss)
from continuing operations
|
(12,894 | ) | (13,365 | ) | 471 | |||||||
|
Profit from
discontinued operations net of tax
|
16,489 | 13,424 | 3,065 | |||||||||
|
Profit
for the year
|
3,595 | 59 | 3,536 | |||||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
|
3,580 | 50 | 3,530 | |||||||||
|
Minority
interests
|
15 | 9 | 6 | |||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from the audited
financial statements for the year ended 31 December
2008.
|
|
(2)
|
The financial
information for ABN AMRO Holding N.V. (to be renamed RBS Holdings N.V. and
including RBS N.V.) also contains the results of Central Items, see note 2
on page 9.
|
|
(3)
|
See note 2 to
pro forma financial information.
|
Page 14 of
16
Notes
to pro forma financial information for ABN AMRO Bank N.V. (formerly ABN AMRO II
N.V.)
|
1
|
Basis
of preparation
|
The financial
information of ABN AMRO Bank N.V. as at 30 September 2009 and 31 December 2008
has been based on IFRS and IFRS as adopted by the European Union. The pro forma
financial information does not include events subsequent to 30 September
2009.
The pro forma
financial information has been prepared on the following basis:
|
·
|
The pro forma
condensed consolidated statement of financial position of ABN AMRO Bank
N.V. at 30 September 2009 and 31 December 2008 is presented to show the
effect of the legal demerger of ABN AMRO Bank N.V. and is based upon the
respective consolidated balance sheets at 30 September 2009 and 31
December 2008 of ABN AMRO Holding N.V. as if the proposed transaction had
occurred on 30 September 2009 and 31 December 2008.
|
|
|
·
|
The pro forma
condensed consolidated income statement of ABN AMRO Bank N.V. for the nine
months ended 30 September 2009 and the year ended 31 December 2008 is
presented to show the effect of the legal demerger of ABN AMRO Bank N.V.
and is based upon the respective consolidated income statements for the
nine months ended 30 September 2009 and the year ended 31 December 2008 of
ABN AMRO Holding N.V. as if the proposed transaction had occurred on 30
September 2009 and 31 December 2008.
|
|
|
·
|
The pro forma
condensed consolidated statement of financial position at 30 September
2009 and 31 December 2009 for ABN AMRO Holding N.V. does not include
residual assets left behind after the legal demerger (see note 2 for
information on assets to be transferred after the demerger). Consequently
the pro forma information for ABN AMRO Bank N.V. includes these residual
assets.
|
|
2
|
Assets
and liabilities to be transferred after
demerger
|
A number of assets
and liabilities included in some Private Clients and International Diamonds
& Jewellery Group businesses in branches and subsidiaries of the current ABN
AMRO Bank N.V. are not part of the demerger. These assets and
liabilities are part of the Dutch State acquired businesses and will be
transferred to ABN AMRO Bank N.V. as soon as possible after the effective date
of the demerger, when all required technical and regulatory separation
activities are completed and approvals have been obtained.
At the date of
legal demerger, EUR 4.2 billion of EUR 203.0 billion of assets and EUR 4.1
billion of EUR 196.1 billion of liabilities, which are included the pro forma
financial information of ABN AMRO Bank N.V. at 30 September 2009 remain in ABN
AMRO Holding N.V. The remaining assets are adequately funded and
capitalised until they are transferred. The majority of these assets
will transfer during the interim period between legal demerger and legal
separation once the necessary consents have been obtained.
It is expected that
at the date of legal separation, EUR 0.6 billion of these EUR 4.2 billion of
assets will remain in ABN AMRO Holding N.V. and will be transferred as soon as
possible after legal separation. The remaining assets are adequately
funded and capitalised until their transfer after legal separation.
The assets and
liabilities that will be transferred at a later stage are presented as part of
ABN AMRO Bank N.V. in the pro forma income statement and statement of financial
position as they are not significant.
|
3
|
Accounting
policies
|
The same accounting
policies and methods of computation are followed in the pro forma financial
information as were applied in the preparation of the ABN AMRO Holding N.V.
financial statements for the year ended 31 December 2008, except for the impact
for the adoption of IAS 1 (revised 2007) Presentation of Financial Statements as
disclosed in the Condensed Consolidated Financial Statements for the six months
period ended 30 June 2009. Please refer to pages 99 to 118 of
ABN AMRO Holding N.V.’s 2008 Annual Report for a description of the accounting
policies.
Page 15 of
16
|
4
|
Cross
liability
|
Under article
2:334t of the Dutch Civil Code ABN AMRO Bank N.V., after legal demerger, remains
liable to the creditors of RBS N.V. that remain in RBS N.V., in the event that
RBS N.V. can not meet its obligations with those creditors.
The liability
relates only to obligations existing as at date of legal
demerger. The liability will cease to exist upon expiration of the
obligations. ABN AMRO Bank N.V.'s liability to creditors is limited
to the amount of equity acquired at legal demerger, which amounts to
approximately EUR 1.8 billion.
ABN AMRO Bank N.V.
will put in place arrangements to mitigate the risks of the liability to the
creditors which remain with RBS N.V. by legal separation. ABN AMRO
Bank N.V. will after legal separation hold the regulatory capital agreed with
the Dutch Central Bank for any residual risks.
Similarly under
Article 2:334t of the Dutch Civil Code, New HBU II N.V. is under certain
circumstances liable to the creditors of RBS N.V. following the demerger from
RBS N.V. to new HBU II N.V. on 7 August 2008. This liability amounts to
approximately EUR 0.9 billion at 30 September 2009.
Page 16 of
16
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| ABN AMRO HOLDING N.V. | ||||
|
Date
8
February 2010
|
By:
|
/s/ David Cole | ||
| Name |
David
Cole
|
|||
| Title |
Chief
Financial Officer
|
|||
|
|
By:
|
/s/ Petri Hofsté | ||
| Name |
Petri
Hofsté
|
|||
| Title |
Group
Controller & Deputy Chief Financial Officer
|
|||