RHJ International completes conversion of co-investors' interest in Kleinwort Benson Group into RHJI shares

Brussels, September 23, 2014 - RHJ International ("RHJI") today announced that it 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. The use of the authorized capital(1) 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.

More details on the capital increase are available in the special report from the Board of Directors which was prepared in accordance with article 602 of the Belgian Companies' Code and is available on RHJI's corporate website (http://www.rhji.com/RHJI/Investors/Shareholder-Information/Capital-Increase-through-Authorized-Capital/page.aspx/325).

Following 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.


About RHJ International:
RHJ International (Euronext: RHJI) is a limited liability company incorporated under the laws of Belgium, having its registered office at Avenue Louise 326, 1050 Brussels, Belgium. RHJ International is a financial services group with principal activities in wealth management, asset management and merchant banking. For further information visit: www.rhji.com.

For further information, please contact:
Jean-Marc Roelandt
Managing Director
RHJ International 
Tel: +32 2 643 6019 
E-mail: jroelandt@rhji.com 

(1) The authorized capital consists in the authorization granted to the Board of Directors by the Extraordinary Shareholders' Meeting of September 15, 2009, to increase RHJI's share capital on one or more occasions by a maximum amount of EUR 663,955,470 originally (currently EUR 475,927,130) during the period starting on October 6, 2009, and expiring on October 5, 2014.
(2) Rounded figure calculated as share capital divided by the number of outstanding shares.
(3) As reported in RHJI's half-year earnings release dated August 28, 2014. 

Full Press Release (PDF)


This announcement is distributed by Nasdaq OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: RHJ International SA via Globenewswire
HUG#1856834