Request for injunctions:
- request for shareholder approval for sale of 95% of activities (transactions of September 29th, October 3rd and 5th 2008)
- publication of a shareholders circular (memorandum)
- dismissal of Board of Directors
- independent valuation of the structured products
- publication of contracts (transactions Sept 29/ Oct 3 and 5)
The other three injunctions are related to information. With respect to the transactions of September 29th, October 3rd and October 5th shareholders have not been sufficiently informed. Several key questions remain unanswered:
Euroshareholders, the pan-European organisation of shareholders associations, has yesterday evening filed a request at the Enterprise Chamber of the Dutch Court of Appeal in Amsterdam to take certain injunctions with respect to the Fortis case.
According to Euroshareholders it is, amongst other things, unacceptable that – through the sale of the Dutch activities to the Dutch State (October 3rd) and the Belgian activities (October 5th) to the Belgian State and BNP Paribas – within 2 days 95 percent of the activities have been divested without having consulted the shareholders. According to Dutch law these transactions (>33%) require approval of the shareholders meeting. Euroshareholders therefore requests the court (by injunction) to order Fortis to submit the transactions to the shareholder’s meeting for its approval.
Furthermore, Euroshareholders requests the dismissal of the Board of Directors (see press release of October 15th) because the board is responsible for the mismanagement of the company. This has resulted in the loss of 50 billion euro in shareholder value and persistent misinformation to the shareholders.
- How have the transactions been structured?
- What has happened with the cash that came in from the various sales (in total close to 30 billion euro) and how is it possible that only approximately 8 billion euro is left for shareholders in Fortis?
- Which structured products have been transferred to the special purpose vehicle, how has the valuation been determined, and is it possible to sell those products at the valuation used at the time of the transfer?
For this reason Euroshareholders requests that a shareholder circular is published with respect to the transactions concerned and regarding the situation that would exist after these transactions. Furthermore, Euroshareholders requests an independent valuation of the structured products portfolio, as well as publication of the contracts that have been signed in relation to the September 29th, October 3rd and 5th transactions.
Finally Euroshareholders asks the court to order an investigation into possible mismanagement at Fortis. This should include an investigation into the information that has been provided by Fortis to its shareholders.
According to Euroshareholders Fortis has consistently provided false and misleading information with respect to its financial position. This includes statements about:
- the solid balance sheet (up to September 26th)
- denial of liquidity problems (up to September 26th)
- the refusal of the European Commission to extend the period to realise divestments.
- The execution of the September 29th transaction (Fortis stated on October 1st on its website that the transactions were finalised and that the amounts concerned had been paid to it; which later proved to be untrue).
The request (in the Dutch language) that has been filed with the Enterprise Chamber. Download the request here.
Euroshareholders generally supports the request filed by the Dutch Shareholder Association VEB against Fortis.
Euroshareholders is currently supported by over 12,000 European Fortis-shareholders.
Euroshareholders
