Decision Summary - RFS Holdings BV

Decision number	200720042
Application number	200710110/200720089
Date	11 October 2007
Offeror/applicant	RFS Holdings BV
Ultimate applicant beneficial ownership	81.39 percent - Various, European Public 15.47 percent - United States of America, United States Public 3.11 percent - Various - Various overseas public
Beneficial overseas ownership
- Asset current	N/A
- Asset proposed	N/A
- Share current	100 percent
- Share proposed	100 percent
Offeree(s)/seller(s)	Existing shareholders of ABN AMRO Holding NV 80.73 percent - Netherlands, Dutch Public 19.27 percent - Netherlands, Ing Groep N.V.
Business sctivities	Finance & Insurance - Financial Institutions
Details of land involved	None
Regions involved	Various
Total consideration	EUR 71 billion for 100 percent of the shares of ABN AMRO Holding NV, which has assets in 53 countries including New Zealand.
Consent sought	To acquire rights and interests in up to 100 percent of the shares of ABN AMRO New Zealand Limited.
Rationale	The application has been approved as it met the criteria. The Overseas Investment Office is satisfied that the individuals with control of the Applicant collectively have business experience and acumen relevant to the overseas investment, and that the Applicant has demonstrated financial commitment towards the overseas investment. The Overseas Investment Office is further satisfied that each individual that exercises control over the Applicant is of good character and is not an individual of the kind referred to in section 7(1) of the Immigration Act 1987. Background: The Applicant is a special purpose acquisition vehicle owned by a consortium of banks (the Banks) consisting of the Royal Bank of Scotland (RBS), Banco Santander SA (Santander) and Fortis NV and Fortis SA/NV (Fortis). The Banks will acquire via RFS Holdings BV (the Applicant) all of the issued and outstanding ordinary share capital of ABN AMRO Holding N.V. (ABN AMRO). The acquisition will result in the Banks holding interests in ABN AMRO Holding N.V.'s New Zealand subsidiaries. Outline of Proposed Investment: The Banks intend to organise ABN AMRO into three units containing three businesses and a fourth that will contain shared assets regarded as nonstrategic assets. These units will then be transferred to the Banks. Rationale for Proposed Investment: The businesses of ABN AMRO are a good strategic fit with the Banks' existing operations and will enhance the Banks' prospects for growth. The acquisition of these businesses will strengthen RBS's platform for growth outside the UK and reduce its dependency on its UK business.
Contact	David Clarke/Anna O'Byrne Russell McVeagh PO Box 10 214 WELLINGTON

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