Filed by The Royal Bank of Scotland Group plc
This
communication is filed pursuant to Rule 425 under The Securities Act of 1933,
as
amended.
Subject Company: ABN AMRO Holding NV
Registration Number: 333-144752
Date: October 18, 2007
Important information:
This communication is made pursuant to article 9b(1) of the Dutch Decree on the Supervision of the Securities Trade 1995.
In connection with the offer for ABN AMRO, RBS has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4, which, as amended, includes the U.S. offer document, and the Banks have filed with the SEC a Tender Offer Statement on Schedule TO, amendments thereto and other relevant materials. INVESTORS ARE URGED TO READ THE DOCUMENTS REGARDING THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a copy of such documents without charge at the SEC’s website (http://www.sec.gov). Copies of all documents filed in connection with the offer may also be obtained from each Bank without charge.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This communication includes certain “forward-looking statements”. These statements are based on the current expectations of the Banks and are naturally subject to uncertainty and changes in certain circumstances. Forward-looking statements include any synergy statements and, without limitation, other statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”, “plans”, “estimates” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the successful completion of any subsequent compulsory acquisition procedure, the anticipated benefits of the offer (including anticipated synergies) not being realized, the separation and integration of ABN AMRO and its assets among the Banks being materially delayed or more costly or difficult than expected, as well as additional factors, such as changes in economic conditions, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation and government actions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. None of the Banks undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
On October 18, 2007, The Royal Bank of Scotland Group plc issued the following press release:
2
The Royal Bank of Scotland Group plc (“the Company”)
The Company intends to issue 1,612,775 new ordinary shares of 25 pence each in The Royal Bank of Scotland Group plc on 19 October 2007 as fully paid up in connection with validly tendered shares for the Consortium acquisition of ABN AMRO Holding N.V. These new shares have been allotted and will rank pari passu in all respects with the existing ordinary shares of the Company.
Application has been made to the UK Listing Authority for the new shares to be admitted to the Official List on the above date. Application has also been made to the London Stock Exchange for such shares to be admitted to trading.
Further copies of this announcement are available from Group Secretariat at Business House F, RBS Gogarburn, Edinburgh, EH12 1HQ.
3