Amsterdam Exchanges NV and EOE Councils give Go-Ahead for Finalising Merger

The Councils of the EOE European Options Exchange and the Amsterdam Exchanges NV in parallel meetings held yesterday authorised the finalisation of details of plans for an equal merger. The proposed merger is intended to place the Amsterdam securities and derivatives market in a stronger position to fend off growing international competition. On the basis of the plans laid before the two Councils and of the talks which have been going on, the finalised proposals should be ready for approval by the Councils at the end of October.

In outline, the merger will involve the formation of a new public limited liability company, Amsterdam EXchanges AEX (Amsterdamse Beursen N.V.), which will acquire all the shares of the Amsterdam Exchanges NV and the EOE. The two exchanges will become operating companies of AEX. A third operating company will be formed by Amsterdam Securities Depository (ASD), which will be the combined clearing house for the ASE and the EOE. Necigef, the central securities custody institute, will form part of ASD. Other AEX operating companies are Beursdata, whose responsibilities include price publication and operation of price information systems plus the internal computer organisation (AEX-IT). AEX will have as its executive body a managing board comprising a general manager and the chairmen of the AEB, EOE and ASD managing boards. This Managing Board will report to an independent Supervisory Board.

The merger will be effected on an equal basis, i.e. the valuation of the activities to be contributed by the Amsterdam Exchanges NV will be treated as equivalent to the contribution of the EOE. The members of the Amsterdam Exchanges NV Association and the European Options Exchange will in each case receive 25 per cent of the AEX share capital in the form of cumulative preference shares plus 50 per cent of the profit-sharing certificates to be issued conferring rights to surplus profits. These shares and profit-sharing certificates will be transferred by both organisations to their members. The other 50 per cent of the shares will be offered to listed companies and institutional investors.

AEX will act as market holder, and in that capacity will be responsible for establishing rules governing quotations (primary market), trading (secondary market) and clearing and settlement.

Supervision of the trade and day-to-day monitoring of the financial risks incurred by clearing members and market makers will be operating company responsibilities (incumbent upon AEB, EOE or ASD, as appropriate). The control machinery will be put in place at holding company level by AEX.

The two Councils are to hold further discussions concerning the future role of the Association and the financial details of the merger.

Talks have already been started with the Ministry of Finance and the Securities Board of the Netherlands concerning recognition of AEX as a stock exchange. Pursuant to the Resolution of the Social and Economic Council on Rules relating to Mergers, the unions have been informed. The formal recommendations of the Staff Council on the merger will also have to be obtained under the provisions of the Works Councils Act. The two Staff Councils have duly been informed.

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For further information please contact:

Thom Hoedemakers (Amsterdam Exchanges NV)
tel.: +31 20 5234014

A.H. van Drooge (European Options Exchange)
tel.: +31 20 5504540

Paddy Manning, St James Corporate Communications
tel: 0171 436 4101