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 45 million shares of NN Group at a price of EUR 25.46 per share net of commissions. The transaction reduces ING Group’s stake in NN Group from 54.8% to 42.4%. NN Group will not receive any proceeds from the offering.
The shares were offered by way of an acclerated book building offering to institutional investors. As part of this transaction, NN Group repurchased 5.9 million ordinary shares from ING Group at EUR 25.46 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 subject to shareholder authorisation.
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 29 May 2015.
Upon completion of the transaction, ING Group’s retained minority stake in NN Group will be deconsolidated (in line with IFRS) and going forward will be accounted for as an Associate Held for Sale. The deconsolidation will have no impact on NN Group. With the IFRS-deconsolidation of NN Group, ING will have achieved compliance with the restructuring agreement with the European Commission (EC) to bring - before the end of 2015 - its stake in NN Group below 50% and deconsolidate the business (in line with IFRS).
In addition, the restrictions from the EC decision of November 2012 on acquisitions and on price leadership will no longer apply after ING has confirmed the deconsolidation to the EC. And as a consequence the acquisition restriction will also no longer apply for NN Group.
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 aforementioned 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 a follow-on offering in February 2015.