By Decree of the Dutch Government both SNS REAAL NV and SNS Bank NV have been put into public ownership as of 1 February 2013. The Dutch Government took this action due to the extremely poor financial position that SNS Bank and SNS REAAL found themselves in following losses of real estate loans and the serious and immediate threat posed to “the stability of the financial system” were it to deteriorate any further.
The Dutch Government has effected this nationalisation by expropriating all issued shares in both entities and all subordinated bonds and private liabilities issued by both entities. The title in the share capital passes to the State of the Netherlands. The expropriation of the subordinated private liabilities is effected by the expropriation of the corresponding liabilities of SNS REAAL and SNS Bank for the benefit of Stichting Afwikkeling Onderhandse Schulden SNS REAAL (a company in control of the Dutch State). Therefore, as of 08:30 1 February 2013 the original investors are no longer able to dispose of the expropriated securities or liabilities, and therefore effectively lose their investment.
The Decree provides that any party that loses the right to claim against SNS REAAL N.V. or SNS Bank N.V. as a result of the expropriation shall be entitled to compensation under Section 6:8(1) of the Financial Supervision Act. However, the Dutch Minister of Finance has suggested that, as SNS REAAL N.V. was on the brink of insolvency prior to the expropriation, the level of compensation should amount to €0 per expropriated share and €0 per expropriated loan. The Minister of Finance will issue the official offer of compensation to the expropriated parties as soon as possible and then instruct the Enterprise Division of the Amsterdam Court of Appeal to set the compensation in accordance with this offer.
Affected investors have only until 10 February (10 days after the publication of the Decree on 1 February 2013) to file objections. Given the repercussions of the expropriation, the probable lack of compensation and the extremely short deadline holders of the affected securities should urgently consider the options available to them.