Timeline

Voting rights breakdown

Notice details

Beneficial owner

Bank of America Corporation

Datum der Übertragung: Mehrere Daten, abhängig von der Erfüllung von regulatorischen Bedingungen und Erhalt der Zustimmung der Aktionäre, die zwischen dem Vertragsunterzeichungsdatum (10.08.2012) und dem letztmöglichen Vollzugsdatum der Transaktion erfolgen können. Various dates subject to the satisfaction of regulatory conditions and obtaining of shareholder approvals, which may or may not occur between the date of signing and the last possible closing date under the SPA. Meldepflicht auslösender Sachverhalt:Merrill Lynch & Co., Inc. ("ML") has agreed, subject to regulatory and shareholder approvals, to sell its International Wealth Management business based outside the US to JB. The sale and purchase agreement ("SPA") was signed on 10 August 2012. The transaction is a combination of legal entity acquisitions and business transfers. Principal closing following major regulatory approvals and other closing conditions is expected towards the end of 2012 or in early 2013. Business transfers and full integration are expected to occur over a two-year period thereafter and to be completed by the fourth quarter of 2014 or the first quarter of 2015. The consideration for such transfers payable at principal completion will be satisfied in cash and the consideration for such transfers payable at any subsequent completion shall be satisfied in cash and JB shares in equal portions, until the earlier of (a) the amount of consideration satisfied in JB shares equals US$250m or (b) ML directly or indirectly owns or has a beneficial interest in 5% (less one share) in JB, after which point the consideration shall be in the form of cash only. The share price to be used for such purposes shall be US$36.0102 as adjusted from time to time upon the occurrence of dilutive or accretive events. The entries in respect of number and voting rights shown in this table show the aggregate of (a) Bank of America Corporation s (as beneficial owner) shareholding in JB as at [August 14, 2012] and (b) [6,942,477], which is the maximum number of shares that ML may receive pursuant to the SPA, being US$250m worth of JB equity securities calculated on a price per share of US$36.0102 ("Share Price"). The number of shares which may be received is subject to dilutive and accretive events. The JB shares received under SPA are subject to a lock-up undertaking for the benefit of JB starting from the date of the first subsequent completion at which ML received JB shares under the SPA until the earlier of (i) the date falling 12 months after the date on which the cumulative value of JB shares which have been delivered under the SPA reaches US$125m ( valued at the Share Price) and (ii) the date falling 18 months after the date of the first subsequent completion at which ML received JB shares under the SPA. Merrill Lynch & Co is 100% owned by Bank of America Corporation; Bank of America, N.A., is 100% owned by Bank of America Corporation; Merrill Lynch, Pierce, Fenner and Smith Inc. is 100% owned by Merrill Lynch & Co, which is 100% owned by Bank of America Corporation; Managed Account Advisors, LLC, is 100% owned by Merrill Lynch & Co, which is 100% owned by Bank of America Corporation