NN Group to repurchase shares from ING for an aggregate amount of EUR 150 million
NN Group announces today that its shareholder ING Group intends to sell approximately 40 million ordinary shares in NN Group. NN Group will not be issuing or selling shares as part of this transaction, and will not receive any proceeds from the offering. The transaction reduces ING Group’s stake in NN Group from 37.1% to 25.8% of outstanding shares (net of treasury shares).
The shares will be offered by way of an accelerated book building offering to institutional investors. The price per share and the final number of shares sold will be determined at the conclusion of the offering and will be announced in a separate press release.
As part of this transaction, NN Group has committed to repurchase NN Group ordinary shares from ING Group by placing an order in the book for an aggregate amount of EUR 150 million, subject to a maximum of 25% of the aggregate number of shares sold in the offering, which ING Group has agreed to fully allocate.
The share repurchase is subject to the satisfaction or NN Group’s waiver of a number of conditions. These conditions include the successful completion of the offering, a minimum offering size and a purchase price not exceeding today’s closing price of NN Group’s ordinary shares. NN Group expects to 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.
The share repurchase is in line with NN Group’s previously announced dividend policy, which states that capital generated in excess of NN Group’s capital ambition is expected to be returned to shareholders unless it can be used for any other appropriate corporate purposes, including investments in value creating corporate opportunities. NN Group is committed to distributing excess capital in a form which is most appropriate and efficient for shareholders at that specific point in time, such as special dividends or share buy backs which may include a repurchase of part of ING Group's shareholding in NN Group.
The book is open with immediate effect and is expected to close by 17.30 CET on 1 October 2015, although ING Group reserves the right to close the book before then at short notice. The transaction is expected to settle on 5 October 2015. As of the settlement date of the offering, the remaining shares in NN Group held by ING Group will be subject to a lock-up period of 90 days (subject to certain exceptions and the Joint Book Runners’ right to waive the lock up restrictions).
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.