HSBC Holdings PLC
12 December 2001
The following is the text of an advertisement which appeared in the Hong Kong
press today. Completion of the transaction is also dependent on the prior
consultation and advice of the CCF Works Council.
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
Purchase of 25.1% of the capital of Financiere Groupe Dewaay SA
- Connected Transaction
A subsidiary of HSBC Holdings plc has agreed to acquire 25.1% of the capital
of Financiere Groupe Dewaay SA for Euro 68.75 million (approximately HKD478
million)
Credit Commercial de France SA ('CCF'), a subsidiary of HSBC Holdings plc, has
agreed to acquire 25.1% of the share capital of Financiere Groupe Dewaay SA
('Dewaay') from Finanpar Luxembourg SARL ('Finanpar'). Dewaay owns 100% of
Banque Dewaay, a private bank based in Belgium whose main activities are
brokerage, fund and wealth management.
CCF Holding Suisse SA, a subsidiary of CCF, currently owns 74.9% of the share
capital of Dewaay. This acquisition will increase CCF's interest in Dewaay
from 74.9% to 100%. The acquisition price will be Euro 4.566 (approximately
HKD31.746) per share.
Finanpar is a corporate director of Dewaay represented on the Dewaay board of
directors by Mr Henri Servais, Mr Michel Bragard and Mr Andre Beier, who
together also have an interest in 61% of Finanpar's share capital.
As the total consideration amount is within the de-minimis exemption in
respect of connected transactions under Rule 14.25(1) of the Listing Rules,
details of the purchase of 25.1% of the share capital of Dewaay will be
included in the Company's next published annual report and accounts in
accordance with Rule 14.25(1)(A) to (D) of the Listing Rules.
Agreement 22 November 2001.
date:
Completion Completion is subject to the approval of Belgian Banking
date: Regulatory Authorities which is expected before the end of 2001.
Vendors: Finanpar, which is a corporate director of Dewaay (represented
by Mr Henri Servais, Mr Michel Bragard and Mr Andre Beier who
have a 61% interest in Finanpar's share capital).
Purchaser: CCF - a subsidiary of HSBC Holdings plc.
Assets to be 25.1% of the share capital of Dewaay.
acquired:
Consideration: Euro 68.75 million (approximately HKD478 million) payable in
cash. This was negotiated on an arms-length basis, based on
earnings and funds under management of Dewaay.
Payment terms: Payment will be made in cash on completion.
For and on behalf of
HSBC Holdings plc
R G Barber
Group Company Secretary
12 December 2001
HSBC Holdings plc
Incorporated in England with limited liablility. Registered in England :
number 617987
Registered Office and Group Head Office : 10 Lower Thames Street, London EC3R
6AE, United Kingdom
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