Amsterdam, 17 February 2015
17 Feb 2015 - 17:36 CET
Amsterdam, 17 February 2015
NN Group announced today that its shareholder ING Group intends to sell approximately 43 million ordinary shares in NN Group. NN Group will not be issuing or selling shares, and will not receive any proceeds from the offering. Following the transaction ING Group’s shareholding in NN Group will decrease to approximately 57% from its current shareholding of 68.1%.
The shares will be offered by way of an accelerated book building offering to institutional investors. The per-share price 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 through an order in the book at the offer price for an aggregate amount of EUR 200 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 an offer price not exceeding today’s closing price of the ordinary shares. NN Group expects to fund the share repurchase from the cash capital position at the holding company. The impact to the solvency ratios of NN Group is expected to be immaterial. NN Group intends to cancel the repurchased shares in due course, subject to shareholder authorization.
The share repurchase is in line with NN Group’s previously announced dividend policy, where 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 offer price and the final number of shares sold will be determined at the conclusion of the book building process and will be announced in a separate press release. The book is open with immediate effect and is expected to close by 5.30 p.m. (CET) on 18 February 2015, though ING reserves the right to close the book before then at short notice. The transaction is expected to settle on 20 February 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 Group has previously announced that, following the initial public offering of NN Group on 2 July 2014, 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. With this offering, ING Group further reduces its stake in NN Group while retaining flexibility in the divestment of the remaining stake.
(download the full Press Release)