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Kleinwort Benson Group and RHJ International Confirm Approval from BaFin for the Acquisition of BHF-BANK

February 25, 2014

ENP Newswire - 25 February 2014

Release date- 21022014 - London, Brussels - Kleinwort Benson Group Limited and RHJ International are very pleased to announce today that the German financial regulator, BaFin, has confirmed that it has no objections to the proposed acquisition of BHF-BANK.

This acquisition will see the coming together of the highly complementary businesses of KBG and BHF, with the addition of BHF's strengths in private banking, asset management, German Mittelstand corporate banking and financial markets to KBG's existing strengths in wealth and asset management underlining the strategic and commercial rationale for the transaction. The combined company will be well-positioned in two of the largest and fastest growing wealth management markets in Western Europe; the UK and Germany.

The acquisition will also bring the benefits of scale to BHF and KBG, and we expect to capture synergies by combining the back office functions of the two wealth management businesses. This underlines that this transaction will be earnings and value accretive. The combination of KBG and BHF will complete the strategy of RHJ International to deliver a strong, diversified financial services group which can drive growth and value creation for its clients and shareholders.

Under the terms of the deal KBG and RHJI will acquire 100% of BHF for an estimated consideration of EUR354m, subject to closing purchase price adjustments. KBG will acquire 91% for EUR322 million in cash. RHJI will acquire the remaining 9% stake directly by issuing RHJI shares to Deutsche Bank at par value. As a result of the transaction, RHJI will retain a 65% stake in KBG, while the remaining co-investor group of Fosun Group, AQTON SE (the wholly-owned strategic investment company of German entrepreneur Stefan Quandt), and entities affiliated with Timothy C. Collins will collectively obtain a 35% stake in KBG.

Leonhard Fischer, Chief Executive Officer of RHJ International and Kleinwort Benson Group commented: 'We are delighted by today's announcement and that BaFin has confirmed it has no objections to this strategically important transaction. This is the culmination of an intensive process in Germany, but more importantly a long transitional journey for RHJ International into a diversified financial services business. With the removal of the strategic uncertainty which has overhung RHJI during this approval process, we look forward to the opportunity to bring these businesses together successfully to deliver outstanding customer service and drive shareholder value.'

The acquisition is subject to certain conditions prior to closing, which is expected to take place before the end of March 2014. We will update investors further at the time of our annual results on 27th March 2014. This will include the transaction parameters, the operating performance of KBG and BHF, and the synergy opportunities arising from the transaction.

About Kleinwort Benson Group, RHJ International and BHF Bank

Kleinwort Benson Group Limited. is a 100% owned subsidiary of RHJ International, with EUR11.5 billion of assets under management ('AuM'), and comprises the businesses of Kleinwort Benson Bank Limited and Kleinwort Benson Channel Islands Holdings Limited (collectively 'Kleinwort Benson') and Kleinwort Benson Investors Dublin Ltd ('Kleinwort Benson Investors'). Its wealth management operations are conducted through Kleinwort Benson, an independent and relationship-driven private bank with a heritage dating back to the 1780s.

As at 30 September 2013, Kleinwort Benson had a tier 1 capital ratio of 19.5% and EUR6.9 billion of AuM. Kleinwort Benson Group's asset management operations are carried out by Kleinwort Benson Investors, a Dublin-based institutional asset manager that offers investors innovative and differentiated specialist strategies on both a segregated and unitised basis. As at 30 September 2013, Kleinwort Benson Investors had EUR4.6 billion of AuM.

RHJ International is a financial services group with principal activities in wealth management, asset management and merchant banking. RHJI is a limited liability company incorporated under the laws of Belgium, with its registered office at Avenue Louise 326, 1050 Brussels, Belgium. RHJI is listed on the Euronext Brussels, with the ticker symbol 'RHJI'.

BHF-BANK is the modern private bank for discerning entrepreneurs and their families. The bank has a clear strategic focus on wealth management and corporate advisory. BHF-BANK's business activities are pooled in the Private Banking & Asset Management as well as the Financial Markets & Corporates divisions. The close cooperation between Private Banking and a Corporate Finance unit that is clearly geared to the needs of entrepreneurs in the 'Mittelstand' segment is one of the bank's hallmarks.

Time and again, independent market surveys have confirmed that BHF-BANK is one of the best portfolio managers in continental Europe. The bank's clients, who have entrusted approximately EUR 37 billion to the bank, are given access to markets and investment opportunities worldwide. Headquartered in Frankfurt am Main, BHF-BANK has 12 locations in Germany and international offices in Abu Dhabi, Geneva, Luxembourg and Zurich. The bank employs 1,100 members of staff overall.


Duncan Heath


Investor Relations

RHJ International

Tel: +32 2 643 6013


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Source: ENP Newswire

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