This is a joint press release by NN Group
N.V. (‘NN Group’) and Delta Lloyd N.V. (‘Delta Lloyd’), pursuant to the
provisions of Section 4 Paragraph 3 of the Decree on Public Takeover Bids
(Besluit Openbare Biedingen Wft) (the ‘Decree’) in connection with the recommended
public offer by NN Group Bidco B.V., a direct wholly-owned subsidiary of NN
Group (the ‘Offeror’) for all the issued and outstanding ordinary shares in the
capital of Delta Lloyd (the ‘Shares’). This announcement does not constitute an
offer, or any solicitation of any offer, to buy or subscribe for any
securities. An offer is made only by means of the ‘Offer Memorandum’, dated 2 February
2017, and subject to the restrictions set forth therein. Terms not defined in
this press release will have the meaning given thereto in the Offer Memorandum.
This announcement is not for release, publication or distribution, in whole or
in part, in or into, directly or indirectly, Canada or Japan or in any other
jurisdiction in which such release, publication or distribution would be
Reference is made to the joint press release by NN Group and Delta Lloyd dated 2 February 2017 regarding the publication of the Offer Memorandum for the recommended public cash offer by the Offeror, to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd to acquire their Shares at a price of EUR 5.40 (cum dividend) in cash for each Share (the 'Offer'). Further reference is made to the joint press release dated 7 April 2017 on the results of the Offer Period and in which the Offer was declared unconditional and the post closing acceptance period (na-aanmeldingstermijn) relating to the Offer (the 'Post Closing Acceptance Period') was announced, the joint press release dated 10 April 2017 in which NN Group announced that it reached an agreement with Stichting Fonds NutsOhra to exchange all Delta Lloyd preference shares A and the subordinated loan held by Stichting Fonds NutsOhra for ordinary shares in the capital of NN Group (the ‘FNO Transaction’), the joint press release dated 12 April 2017 regarding the settlement of the Shares tendered during the Offer Period, the joint press release dated 21 April 2017 regarding the results of the Post Closing Acceptance Period and the continuation of the preparations of the Legal Merger and the joint press release dated 24 April 2017 regarding the completion of the FNO Transaction.
NN Group and Delta Lloyd jointly announce that following settlement of the Shares tendered during the Post Closing Acceptance Period, the Offeror acquired 93.3% of the Shares.
Following settlement of the Shares tendered during the Post Closing Acceptance Period, NN Group holds (indirectly) 425,070,160 ordinary shares and 10,021,495 preference shares A in the capital of Delta Lloyd, representing approximately (i) 93.3% of the issued and outstanding ordinary shares in the capital of Delta Lloyd, (ii) 100% of the issued and outstanding preference shares A in the capital of Delta Lloyd, (iii) 93.4% of the aggregate number of issued and outstanding ordinary shares and preference shares A in the capital of Delta Lloyd and (iv) 92.3% of the aggregate number of issued ordinary shares and preference shares A (i.e. including ordinary shares held by Delta Lloyd in its own share capital) in the capital of Delta Lloyd.
Any further announcements in relation to the Offer will be issued by press release and, to the extent required, made public in Belgium by means of a supplement to the Offer Memorandum, in accordance with Article 17 of the Belgian Law on public takeover bids of 1 April 2007. Any press release issued by NN Group will be made available on NN Group’s website (www.nn-group.com) and any press release issued by Delta Lloyd will be made available on Delta Lloyd’s website (www.deltalloyd.com). Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described in the Offer Memorandum.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement dated 2 February 2017.
Digital copies of the Offer
Memorandum are available on the websites of Delta Lloyd (www.deltalloyd.com)
and NN Group (www.nn-group.com). Copies of the Offer Memorandum are also
available free of charge at the offices of Delta Lloyd and the Settlement Agent
at the addresses mentioned below. A digital copy of the Position Statement is
available on the website of Delta Lloyd (www.deltalloyd.com).
Delta Lloyd N.V.
1096 BC Amsterdam
Settlement Agent (ABN AMRO)
Gustav Mahlerlaan 10
P.O. Box 283
1000 EA Amsterdam
To the extent permissible under applicable law or regulation, NN Group or its brokers (acting as agents for NN Group) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd, that are the subject of the Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on the website of NN Group. In addition, financial advisors to NN Group may also engage in ordinary course trading activities in securities of Delta Lloyd, which may include purchases or arrangements to purchase such securities.