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Euronext: Koninklijke Vopak N.V.

Date 14/06/2002

Koninklijke Vopak N.V. has announced its intention to hold an extraordinary meeting of shareholders on 17 June 2002 to request approval for a proposed rights issue and the proposed legal spin-off of Vopak''s chemical distribution activities in a new company called Univar N.V. The possible consequences of the proposed rights issue and legal demerger are set out in this announcement.

RIGHTS ISSUE

The information on the extraordinary meeting that Vopak sent to its shareholders included the following rights specifications. Shareholders will receive one right (security code 49880, ISIN NL0000498806) for each share held, and can buy one share (price E 20) for every seven rights they hold. Vopak also announced that the definitive specifications for the rights issue would be included in the prospectus scheduled to be published on 17 June 2002. Following approval by the meeting, Vopak shares will be listed ex-rights on Tuesday 18 June 2002. Rights can be traded on Euronext Amsterdam Stock Market N.V. from 18 June 2002 until 1 p.m. on Monday 24 June 2002.

Amsterdam Midkap index

Following the rights issue by Koninklijke Vopak (VPK), Euronext Indices B.V. will adjust Vopak''s weighting in the Amsterdam Midkap index with effect from 18 June 2002 in accordance with rule 5.4.5 of the rules for the Amsterdam Midkap index. The reweighting will only take place if shareholders agree to the rights issue and if the rights'' value is positive.

Euronext Indices B.V. will announce Koninklijke Vopak''s new weighting in the Amsterdam Midkap index after the close of the markets on Monday 17 June 2002.

Euronext Amsterdam Derivative Markets N.V.

In accordance with article 5.1 (e) (ii) of the Listing and Trading Rules, and article 4.1 (e) (ii) of the Listing and Trading Rules for Screentrading, the contract specifications of the VPK option class will not be adjusted if the theoretical value of one right is less than E 0.25 and also less than 1% of the closing price of the relevant shares on the cum-claim date.

The theoretical value of the rights cannot be calculated until after the close of the markets on 17 June 2002. If the value is E 0.25 or more and also 1% or more of the closing price of the relevant shares on the cum date, Euronext Amsterdam will adjust the contract specifications of the VPK option class by applying the ratio method. Any resulting new series will be announced after the close of the markets on 17 June 2002.

Euronext Amsterdam uses the following formula to calculate the theoretical value of rights.

Theoretical share price following the rights issue = B - d - 1 x c, where:
B = market price before issue
d = dividend to which new shareholders are not entitled
c = theoretical value of right
Theoretical price of new share = E + n x c, where:
E = issue price
n = required number of rights (rights ratio)
c = theoretical value of right

Because the theoretical share price following the rights issue must be equal to the theoretical price of the new shares, the following is true:

B - d - 1 x c = E + n x c

The theoretical value of the rights is therefore:

c = (B - E - d) / [(n + 1) x c]

The theoretical value calculated in this way can be used to determine whether the contract specifications for the VPK option class need to be adjusted in connection with the rights issue.

Clearnet's Amsterdam branch - cash operations

Rights settlement

Non-settlements of rights on 27 June 2002 will be converted into shares or written off with a settlement date of 28 June 2002 after consultation with the recipient.

UNIVAR SPIN-OFF

Provided the necessary approval has been granted, Vopak''s chemical distribution activities are expected to be spun off to a new company called Univar N.V. (security code 38880, ISIN NL0000388809), as part of a legal demerger, after the close of the markets on 28 June 2002. Vopak will continue to perform all logistic and other activities.

One Univar share with a nominal value of E 0.50 (administrative security code 49867, ISIN NL0000498673) will be split off from each Vopak share. Shortly after the demerger comes into effect, one ordinary Univar share (security code 38880, ISIN NL0000388809) with a nominal value of E 1 will be issued for every two Univar shares with a nominal value of E 0.50. Ordinary Univar shares with a nominal value of E 1 will be listed on Euronext Amsterdam Stock Market N.V. as from 1 July 2002, barring unforeseen circumstances.

EURONEXT N.V.

Security code

The security code, ISIN and Euronext code for Koninklijke Vopak N.V. (39300, NL0000393007 and NL0000393007, respectively) will remain unchanged.

The security code, ISIN and Euronext code for Koninklijke Vopak N.V. rights will be 49880, NL0000498806 and NL0000498806, respectively.

The security code, ISIN and Euronext code for Univar N.V. shares with a nominal value of E 1 will be 38880, NL0000388809 and NL0000388809, respectively.

The administrative security code and ISIN for Univar N.V. shares with a nominal value of E 0.50 will be 49867 and NL0000498673, respectively.

Trading symbols

  • VPK will remain the trading symbol for Koninklijke Vopak N.V. shares.
  • UNIVR will be the trading symbol for Univar N.V. shares.
  • CLVPK will be the trading symbol for Koninklijke Vopak N.V. rights.
Amsterdam Midkap index

Under rules 5.3.5 and 5.4.7 of the rules for the Amsterdam Midkap index, the following will apply in connection with the legal demerger of Koninklijke Vopak (VPK).

If neither of the two new independent companies qualifies for inclusion in the Amsterdam Midkap index based on their capital ratios, applied on the value of turnover for the last whole calender year, the value of the index will be divided proportionally among the 23 remaining constituents according to their percentage weightings, after which the new values will be rounded off.

If only one of the two new independent companies qualifies for inclusion in the index based on its capital ratio, applied on the value of turnover for the last whole calender year, the percentage weighting of the demerging company will be allocated to the company qualifying for inclusion. If both companies qualify for inclusion in the index based on their capital ratios, applied on the value of turnover for the last whole calender year, the percentage weighting of the demerging company will be divided proportionally among both companies.

Euronext Indices B.V. will announce the composition of the Amsterdam Midkap as at 1 July 2002 as soon as possible.

EURONEXT AMSTERDAM STOCK MARKET N.V.

Ordinary Univar N.V. shares with a nominal value of E 1 are expected to be listed on Euronext Amsterdam Stock Market N.V. at approximately 9 a.m. on 1 July 2002. Koninklijke Vopak N.V. shares will continue to be listed under the same name.

Cancellation of old orders

After the close of the markets on 28 June 2002, all old orders for Vopak shares will automatically be cancelled and their order of priority will be lost. New orders for Vopak shares can be submitted as from 1 July 2002. The time the new orders are accepted in the electronic order book will determine their priority.

Clearnet''s Amsterdam branch - cash operations

Split off of Univar shares

For administrative purposes, the cash operations department of Clearnet''s Amsterdam branch will split off a Univar share with a nominal value of R 0.50 from each Vopak share, based on the positions after the close of the markets on Friday 28 June 2002. Before the markets open on Monday 1 July 2002, these shares will be converted into Univar shares with a nominal value of R 1, in the ratio of two Univar shares with a nominal value of E 0.50 to one Univar share with a nominal value of E 1, with a settlement date of 3 July 2002. Any fractions will be rounded up and settled in cash based on the opening price of Univar shares (nominal value E 1) on Monday 1 July 2002. Positions in Univar shares with a nominal value of E 0.50 that result from exercise and assignment procedures will be converted in the same way on Tuesday 2 July 2002.

EURONEXT AMSTERDAM DERIVATIVE MARKETS N.V.

Current VPK option class (Koninklijke Vopak N.V.)

The current VPK option class will be adjusted and converted into an index option with the symbol VPKO after the close of the markets on the date of the demerger (28 June 2002). The new option class will be traded as from 1 July 2002, from which time the underlying will consist of 100 Koninklijke Vopak N.V. shares and 50 Univar N.V. shares (nominal value E 1). These shares will be delivered when the options are exercised, and the strike prices and number of positions will remain unaltered. As from 1 July 2002 no new series will be introduced in the VPKO option class. Both opening and closing transactions can be executed in this class.

Outstanding orders

All old orders in the VPK class will be cancelled automatically after the system has been started and before the markets open on Monday 1 July 2002. The priority of these orders will then be lost. New orders can be submitted as from that time. The time the new orders are accepted in the electronic order book will determine their priority.

Clearnet''s Amsterdam branch - derivative operations

Fees

During the period from 1 July 2002 to 18 October 2002 no fees will be charged to the public for closing transactions in the VPKO option class. Exercise and assignment fees for the public will remain 0.10% of the nominal strike price, while fees for firm transactions in VPKO options will be the same as those for the other equity options. During this period, exercise and assignment fees for firm accounts will be charged at the standard rate of E 0.60 per contract, despite the fact that two types of shares will be delivered. However, as two transactions will need to be executed for each exercise instruction and assignment, the derivatives operations department at Clearnet''s Amsterdam branch will charge E 0.30 per transaction, resulting in a fee of E 0.60 per contract for firm accounts. After this period the standard exercise and assignment fees will be E 0.60 per contract so long as two types of shares are delivered.

Exercise and assignment

Exercise instructions and assignments in the old VPK class that are processed by the derivatives operations department of Clearnet''s Amsterdam branch on 28 June 2002 will be passed on to the cash operations department of Clearnet''s Amsterdam branch on 1 July 2002, and will result in the delivery and receipt of old Koninklijke Vopak N.V. shares (security code 39300). Exercise instructions and assignments processed on or after 1 July 2002 will result in the delivery and receipt of both types of shares. Koninklijke Vopak N.V. shares

Koninklijke Vopak N.V. shares that have been deposited with the derivatives operations department of Clearnet''s Amsterdam branch will be returned to the pledgor. After Univar has been spun off following the close of the markets on 28 June 2002, Vopak shares can be deposited again as cover for the VPK option class.

New VPK (Koninklijke Vopak N.V.) option class

Euronext Amsterdam Derivative Markets N.V. is expected to launch trading in Koninklijke Vopak N.V. equity options that have the following contract specifications on 1 July 2002.

  • Symbol: VPK
  • Contract size: 100 shares
  • Pricing unit: 1
  • Trading unit: 100
  • Minimum premium interval: E 0.05
  • Strike price interval: E 2
  • Expiry cycle: January, April, July, October
  • Reporting level: 5,200 contracts
  • Trading hours: 9 a.m. - 5.30 p.m.
  • Margin percentage for the public: 15%
  • TIMS margin interval for clearing members: 9%
  • Security code: 39300
  • ISIN: NL0000393007
  • Option style: American
  • Last trading day: Third Friday of the trading month, if this is a trading day. The initial expiry months will be July 2002, October 2002 and January 2003. Strike prices will be announced in due course.
The fees payable for the above-mentioned class will be the same as those for the existing equity options. VPK options will be traded in accordance with the market-maker system. No options will be listed on Univar N.V. shares for the time being.