Rodamco Europe opts for conversion

Rodamco Europe has decided to convert the entire convertible loan of EUR 555 million into Rodamco Europe NV shares as of 30 September 2002. This loan has been provided in 2000 by AEGON and PGGM as part of the Amvest transaction. The conversion price is EUR 43.50.

Nine-twelfths of the estimated dividend for the financial year 2002 (EUR 2.10) will be deducted from the amount to be converted. This results in an issue price per share of EUR 45.60.

According to CEO Maarten Hulshoff, the background to this decision is: 'The need to create a buffer for the financing of our pipeline of EUR 1.6 billion, as well as to create resources for potential investments in shopping centres. Furthermore, it is particularly attractive for the company to have a strong balance sheet ratio in these volatile equity markets, and therefore also to accept some dilution.'

The conversion will involve the issue of 6,110,883 new Rodamco Europe NV shares to AEGON and PGGM each. The issue will be effected on 30 September 2002. Accordingly, for the new shares a stock listing will be requested at the Euronext Amsterdam stock exchanges. As a result, the total number of outstanding shares will amount to 89,639,292. For 2002, the average number of outstanding shares will amount to 80,472,967, which will lead to a dilution of earnings per share this year of some 1.5%. The shares to be issued are entitled to the total dividend in 2002. Once the final dividend for 2002 has been established, there will be a settlement in case there is a discrepancy between the dividend estimated for conversion and the actual dividend.

Both PGGM and AEGON have indicated that they are strategic long term investors in Rodamco Europe NV.

The conversion will reduce the current leverage from 38% to approximately 29%.

This strong balance sheet ratio will allow Rodamco Europe to actively participate in the consolidation trend currently ongoing in the industry.

Hulshoff: 'We are a leading player and intend to remain so. Our strong balance sheet will enable us to benefit from the continuing trend of consolidation in the European retail sector.'

After the issuance of the total of 12,221,766 new shares, PGGMÂ'Â's stake in Rodamco Europe NV will become 24% (currently 20%) and AEGON will own 16% (currently 10%).

(source: Rodamco Europe)

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