NN Group repurchases shares from ING for an aggregate amount of EUR 150 million
NN Group announces today that ING Group has agreed to sell 40 million shares of NN Group at a price of EUR 25.00 per share. The transaction reduces ING Group’s stake in NN Group from 37.1% to 25.8% of outstanding shares (net of treasury shares). NN Group will not receive any proceeds from the offering.
The shares were offered by way of an accelerated book building offering to institutional investors. As part of this transaction, NN Group repurchased 6.0 million ordinary shares from ING Group at EUR 25.00 per share for a total amount of EUR 150 million.
NN Group will fund the share repurchase from the cash capital position at the holding company. The impact on the solvency ratios of NN Group is expected to be immaterial. NN Group intends to cancel all or part of the repurchased shares in due course.
As of the settlement of the transaction, the remaining shares in NN Group held by ING Group will be subject to a lock-up period of 90 days (subject to certain customary exceptions). The transaction is expected to settle on 5 October 2015.
ING has previously announced that it intends to divest its remaining stake in NN Group over time, in line with its strategy to divest all of its insurance and investment management businesses as part of the EC restructuring agreement ultimately by the end of 2016. In this context, ING Group sold shares of NN Group through an initial public offering in July 2014 and follow-on offerings in February 2015 and May 2015.
As announced on 25 August 2015, the Supervisory Board of NN Group has nominated Hélène Vletter-van Dort, Dick Harryvan and Robert Jenkins as new members of NN Group’s Supervisory Board. Members of the Supervisory Board are appointed by NN Group’s shareholders. For this purpose, an Extraordinary General Meeting of Shareholders (EGM) will be held on 6 October 2015. As ING Group’s shareholding will drop below 35% following settlement of this transaction, ING nominee Ralph Hamers will step down from the Supervisory Board of NN Group with the appointment of Hélène Vletter-van Dort at the EGM. The appointments of Dick Harryvan and Robert Jenkins will become effective when ING Group’s shareholding in NN Group drops below 15%.