Shareholders in TNT today approved the historic separation of TNT Express from the Dutch mailgroup, paving the way for the company to be floated on the Amsterdam Stock Exchange tomorrow.
An Extraordinary General Meeting of Shareholders (EGM) held after the Annual General Meeting ofShareholders (AGM) approved the demerger of its Express Business, TNT announced.
Under the demerger, TNT Express will become a separate company and its shares will be listed onthe Amsterdam Stock Exchange. TNT NV, with the remaining mail business, will be re-named to PostNL.The legal and organisational restructuring of TNT NV was completed on 1 January 2011, with theinternal separation of TNT Express.
Explaining the separation, TNT said that the main reasons are “the increasingly divergentstrategic profiles of the two businesses and the limited synergies between them. Separation willenable greater focus, transparency and two distinct investment opportunities for shareholders. Itwill also facilitate participation in possible sector consolidation.” The demerger will create twostrong, independently listed companies, with solid funding positions, clear strategies and strongmanagement teams, TNT stated.
In Europe, TNT Express offers profitable growth through its existing core business and throughthe development of high-end B2C parcels, freight and in sector-specific value-added solutions. Inemerging markets, TNT Express will continue to lead the way in the development of day-certaindomestic express services and further grow its intercontinental activities on the China-Europelane. In the medium term, TNT Express’ Europe Middle East and Africa revenue is to grow organicallyand through new initiatives, with an operating margin increasing to 10-11%. Asia-Pacific andAmericas are to realise double-digit revenue growth and to provide a solid contribution toprofitability, TNT stated.
PostNL is one of the best postal operators in the world, with a proven track record inoperational improvement, the company declared. In the rest of Europe PostNL has leading positionsin Germany, the UK and Italy. Growth will be realised through Mail’s highly successful Parcels unitand the International activities. PostNL’s target in 2015 is a stable cash operating income(including cash pension contributions and restructuring cash flows) of €300 – 370 million.
Outlining the next steps, TNT said that prior to demerger, the Express Business is held by TNTExpress Holdco B.V., a direct wholly owned subsidiary of TNT N.V. TNT Express N.V. is also a directwholly owned subsidiary of TNT N.V. The demerger, which will result in the separation of TNTExpress N.V. from TNT N.V., will be executed in two steps.
First, a demerger will take place on 30 May in which 70.1% of the shares in TNT Express HoldcoB.V. is demerged by TNT N.V. to TNT Express N.V. As part of the legal demerger, TNT Express N.V.will allot ordinary shares to the existing shareholders of TNT N.V. TNT shareholders will receiveone ordinary share in the newly listed TNT Express N.V. for each one ordinary TNT N.V. sharecurrently held. The demerger will become effective immediately after 00.00 CET on 31 May. Second,on 31 May the demerger will be followed by a merger between TNT Express N.V. and TNT Express HoldcoB.V., after which TNT Express Holdco B.V. will cease to exist.
As part of the legal merger, TNT Express will allot such number of shares to TNT N.V. for it tohold 29.9% of the ordinary shares of TNT Express N.V. This minority stake is to be a financialshareholding to cover equity and funding requirements. It is governed by an agreement that providesfor the terms and conditions on lockup and orderly market arrangements, subject to which Mail willreduce its shareholding over time. The merger will become effective immediately after 00.00 CET on1 June. As from 1 June the issued share capital of TNT Express N.V. will consist of 542,033,181ordinary shares.
Ahead of the execution of the demerger, trading of the TNT Express N.V. shares on NYSE EuronextAmsterdam is expected to commence tomorrow, 26 May 2011, at 09:00 CET under the symbol “TNTE” on an“as if and when issued” basis. The “ex spin off” date of the shares in TNT N.V (to be renamedPostNL N.V. following the demerger) – then to be traded under the symbol “PNL” – will also be 26May 2011. Initial settlement of trades on 26 May 2011 is expected to take place on 31 May 2011,before opening of business at NYSE Euronext Amsterdam. This is also the first day of irrevocabletrading of the shares.
With the demerger approved, the current CEO’s position will become redundant and Peter Bakkerwill leave TNT after almost 20 years of service, of which the last 14 years as a member of theBoard of Management. Within the applicable original arrangements, in addition to the contractualnotice period, the Supervisory Board and Mr Bakker have agreed a compensation equal to two timeshis annual base salary for the termination of his employment. Mr Bakker will step down as CEO andleave TNT effective 1 June 2011.
Furthermore the TNT AGM adopted the 2010 financial statements and fixed the dividend at€0.57 per ordinary share, which has already been paid in cash or shares as an interim dividend.
