Dividend Reinvestment Plan
This announcement is for information purposes only. Holders of shares in the share capital of SBM Offshore N.V. (the “SBM Offshore Shares”) (“Shareholders”) can participate in the dividend reinvestment plan ("DRIP") via their own bank or broker. ABN AMRO Corporate Broking ("ABN AMRO CB") only facilitates, with the approval of issuing entities (in this case SBM Offshore N.V.), banks that are admitted institutions to Euroclear, to allow their clients which are Shareholders in SBM Offshore N.V. to participate in DRIP. ABN AMRO CB, in its capacity as facilitator of the dividend reinvestment plan regarding SBM Offshore N.V., does not provide any investment services to shareholders in SBM Offshore N.V. or any other party or person and is not liable towards Shareholders in SBM Offshore N.V. or any other party or person in respect of their enrolment in DRIP. If a shareholder has a question in respect of DRIP, he/she should consult its own advisor or bank.
Dividend Reinvestment Plan – SBM Offshore N.V.
With reference to the dividend announcement of 13 April 2017 SBM Offshore N.V. (the “Company” or “SBM Offshore”) regarding the final dividend for the financial year 2016, ABN AMRO Bank N.V. Corporate Broking Department (“ABN AMRO”), hereby announces that it will facilitate a dividend reinvestment plan for SBM Offshore ordinary shares (the ” SBM Offshore Shares”), held through Euroclear Nederland (the “Plan”). The Plan will enable holders of SBM Offshore Shares (“Shareholders”) to reinvest their cash dividend of EUR 0.183515 net per SBM Offshore Share. The Company is supportive of the Plan.
The Plan will only be available to those Shareholders who (i) hold their entitlements through a member of Euronext in Amsterdam (each a “Member” and together, the “Members”) and (ii) expect to receive dividends for SBM Offshore Shares and (iii) are holders of SBM Offshore Shares on 20 April 2017 at 17.40 CET (“Record Date”).
Access to the Plan will be provided to Shareholders through the bank or broker of the Shareholder at the request of the Shareholder. Shareholders must instruct their bank or broker before the close of trading on Euronext in Amsterdam ("Euronext Amsterdam") on 5 May 2017 (15.00 CET) to deliver their dividend rights for reinvestment to ABN AMRO. Based on the dividend rights received on 5 May 2017, ABN AMRO will make purchases of existing SBM Offshore Shares via Euronext Amsterdam, BATS, Chi-X Europe and/or Turquoise (the ”Exchanges”). These purchases may be executed in several tranches depending on the liquidity of SBM Offshore Shares on the Exchanges and the prices available at the time.
In order to allocate the purchased SBM Offshore Shares to Shareholders, an exchange ratio will be fixed for the SBM Offshore Shares. Determination of the exchange ratio will be based on the daily volume weighted average price (less auction/less off exchange trades) on the Exchanges of the SBM Offshore Shares during the period from 8 May 2017 up to and including 10 May 2017, divided by the net dividend amount SBM Offshore Share, less fees and expenses.
To cover the fees and expenses of ABN AMRO in connection with the Plan, ABN AMRO will deduct from the dividend payments it receives an amount equal to approximately 0.375% of the net dividend amount reinvested in SBM Offshore Shares pursuant to the Plan.
The exchange ratio thus determined for the SBM Offshore Shares will be communicated to the Members on 10 May 2017 (after COB). Delivery of the purchased SBM Offshore Shares, with settlement of fractions in cash, if required, will take place from 12 May 2017. Delivery will take place to the Members which will subsequently credit the Shareholders' account. There will be no trading on Euronext Amsterdam in dividend rights.
ISIN codes for dividend rights for the SBM Offshore Shares
Dividend rights SBM Offshore Shares
ISIN code: NL0012191670
The calendar is as follows:
13 April 2017: AGM SBM Offshore
19 April 2017: Ex-dividend quotation
20 April 2017 (COB): Record Date
21 April 2017 – 5 May 2017 (15.00 CET) Period for instructions concerning dividend reinvestment / delivery dividend rights
8 May 2017 – 10 May 2017: Determination of Exchange Ratio
10 May 2017 (after COB): Announcement of the Exchange Ratio
As of 12 May 2017: Delivery SBM Offshore Shares as a result of dividend reinvestment
Important information for Shareholders
Banks or brokers of the Company’s shareholders offer Shareholders access to the Plan. If a Shareholder wishes to make use of the Plan, his bank or broker will approach ABN AMRO at the Shareholder's request. ABN AMRO does not have a direct relationship with the Shareholders and only provides its services to the Shareholder's bank or broker. Shareholders must contact their bank or broker if they require any advice or more information about the Plan.
Any decision by Shareholders to access the Plan is entirely at their discretion and Shareholders may choose to opt to receive a cash dividend and to re-invest such cash without requesting their bank or broker access to the Plan or not to re-invest the cash dividend at all. Shareholders should take appropriate professional advice before making any investment decision.
Banks or brokers may or may not operate a default mechanism that automatically elects to reinvest the cash dividend in shares, unless such Shareholder chooses differently. Shareholders are therefore advised to contact their bank or broker to assess if such a default system is in place or not and to discuss what action they should take. Furthermore holders of SBM Offshore Shares should note that their net dividend of EUR 0.183515 and not the gross dividend of EUR 0.2159 per SBM Offshore Share will be reinvested.
The tax consequences of participation in the Plan may vary dependent upon the tax residence of the Shareholder and class of SBM Offshore Shares held. If a Shareholder is in any doubt as to the potential tax consequences of accessing the Plan, he should consult a tax advisor or other professional adviser.
By requesting his bank or broker to apply the Plan, each Shareholder represents, warrants and undertakes the following:
- the decision to make use of the Plan is his exclusive responsibility and any acquisition of SBM Offshore Shares under the Plan is at his own risk and account;
- he understands that ABN AMRO does not have any responsibility for assessing the appropriateness or suitability of his use of the Plan or for any investment in the SBM Offshore Shares and that his own bank or broker is responsible for performing such suitability or appropriateness test in connection with the Plan and for providing the shareholder investment advice and additional information about the Plan at his request;
- he acknowledges that he is not a client of ABN AMRO but of his own bank or broker and that ABN AMRO shall have no obligation to provide him with any of the protections ABN AMRO affords to its own clients or to provide him with any advice in relation to the Plan or any other matter referred to herein and that his own bank or broker and not ABN AMRO must comply towards him with the conduct supervision rules pursuant to the Dutch Financial Supervision Act (Wet op het financieel toezicht);
- he understands that neither ABN AMRO nor any of its affiliates nor any of their respective directors, officers or employees has provided or will be deemed to have provided any financial, legal, regulatory, tax, accounting or investment advice in relation to the Plan, the SBM Offshore Shares or otherwise;
- the determination of the exchange ratios will be based on volume weighted average prices for the acquisition of the SBM Offshore Shares on the Exchanges, which prices may be higher than the prevailing market price at the time a Shareholder elects to participate in the Plan and, accordingly, such Shareholder may receive fewer SBM Offshore Shares than if such Shareholder had at the time of election itself reinvested the cash dividends received to acquire SBM Offshore Shares;
- he is exclusively responsible, and ABN AMRO shall not be liable or responsible, for paying any taxes in connection with his participation in the Plan;
- ABN AMRO does not accept any responsibility or liability in connection with a fluctuation in the price of the SBM Offshore Shares or for any loss or damage incurred in connection therewith;
- he is not prevented from participating in the Plan by any applicable laws, rules or regulations and is participating in compliance with all applicable laws, rules and regulations; and
- ABN AMRO may suspend or terminate the Plan at any time, which will not affect the validity of completed transactions.
- he understands that the costs under the Plan are approximately 0.375% and that the exchange ratio will be based on the daily volume weighted average price (less auction/less off exchange trades) on the Exchanges of the SBM Offshore Shares during the period from 8 May 2017 up to and including 10 May 2017.
In certain jurisdictions, making use of the Plan may be restricted by law and Shareholders should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities’ laws or regulations of any such jurisdiction. ABN AMRO does not assume any responsibility or liability for any such violation by any Shareholder or any other person.
Commission for the Members
No commission will be paid to the Members for this DRIP
Amsterdam, 20 April 2017
ABN AMRO Bank N.V.
|Securities name||Ordinary shares|
|Publication date||April 21 2017|