RHJ International has completed the conversion of the co-investors’ interest of 35.13% in Kleinwort Benson Group (KBG) into RHJI shares.
In exchange for the co-investors’ interest in KBG, 41,198,419 new shares of RHJI have been issued out of RHJI’s authorized capital, bringing the total number of issued and outstanding shares from 91,045,745 to 132,244,164, and increasing RHJI’s share capital by EUR 229,204,747 from EUR 506,527,130 to EUR 735,731,877.
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The use of the authorized capital has enabled us to swiftly implement the conversion and to take a first and essential step in the simplification of RHJI’s group structure.
As a result of the capital increase by way of the contributions in kind of their KBG shares, the co-investors, who have confirmed not to be acting in concert under the Belgian legislation on take-over bids, hold 31.2% of RHJI’s share capital.
The shares have been issued to the co-investors at their par value of EUR 5.5634(2) per share, which represents a discount of 9.8% compared to RHJI’s book value per share of EUR 6.17(3).
Factors that were considered in determining the conversion ratio included projected holding costs, exposure from representations and warranties given in connection with the sale of legacy industrial assets, increased ownership in KBG as a result of post-closing adjustments and, more importantly, a lock-up on the newly issued shares that will expire in March 2017.
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By GlobalDataFollowing the completion of the conversion, KBG is a wholly owned subsidiary of RHJI and will be eliminated from the holding structure. This further simplification is subject to appropriate regulatory approval and is expected to complete early 2015.
