TRANSACTION SUMMARY

On 27 July 2015, Fosun International Limited announced its intention to launch a public takeover offer for BHF Kleinwort Benson at €5.10 per share (or €674m), equal to a 9% premium to the closing share price on 24 July 2015. On 27 November 2015, Oddo announced its intention to launch a counterbid for BHF Kleinwort Benson at €5.75 per share (€760m), equal to a 23% premium to the closing share price on 24 July 2015 and a 32% premium to the three month weighted average share price up to 24 July 2015. Oddo also announced firm commitments with Franklin Templeton and Aqton for the sale or tender of their holdings (17.5% and 11.3% respectively), which together with its own holding, would result in Oddo owning over 50% of BHF Kleinwort Benson. On 18 December 2015 Fosun withdrew its takeover offer for BHF Kleinwort Benson.

Oddo’s Prospectus was published on 27 January 2016, together with the Board of BHF Kleinwort Benson’s Response Memorandum, in which the Board set out its unanimous recommendation that shareholders should accept the Oddo Counterbid. The Initial Acceptance Period for Oddo’s counterbid opened on 27 January 2016 and closed on 10 February. On 15 February Oddo announced that, following the effective transfer of the shares tendered during the Initial Acceptance Period, it would hold over 97% of the outstanding BHF Kleinwort Benson shares, and that it would proceed with a squeeze-out of the remaining shareholders.

BHF KLEINWORT BENSONZ

BHF Kleinwort Benson is a European financial services group mainly active in private banking and asset management. The group, formerly RHJ International, is listed on the Euronext Brussels regulated market, and is mainly active in Germany, the UK, the Channel Islands and Ireland via its subsidiaries, BHF-Bank, Kleinwort Benson Bank, Kleinwort Benson Channel Islands and Kleinwort Benson Investors. At 30 June 2015, the group managed assets of €59bn and its shareholders' equity totalled €793m on 30 September 2015.

ODDO & CIE

Oddo & Cie is an independent financial services group, founded over 160 years ago. In 2015, Oddo became a Franco-German group following the acquisition of Seydler in Frankfurt and Meriten Investment Management in Dusseldorf. With a staff of 1,300 and €61bn of AUM, Oddo is active in investment banking and capital management, including equity and fixed income brokerage, private banking and asset management. 60% of Oddo’s capital is held by the Oddo family and 30% owned by employees. As at 31 December 2015, Oddo had shareholders’ equity of over €700m.

ROLE

Spencer House Partners advised BHF Kleinwort Benson.