This is a press release by NN Group N.V. (‘NN
Group’), pursuant to the provisions of Section 4 Paragraph 3 and Section 13 Paragraphs
1 and 2 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the
‘Decree’) in connection with the recommended public offer by NN Group for all
the issued and outstanding ordinary shares in the capital of Delta Lloyd N.V.
(‘Delta Lloyd’). This announcement does not constitute an offer, or any
solicitation of any offer, to buy or subscribe for any securities. Any offer
will be made only by means of the Offer Memorandum, which is available as of 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
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 NN Group Bidco B.V., a directly wholly-owned subsidiary of NN Group (‘the Offeror’), to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the ‘Shares’) to acquire their Shares at a price of EUR 5.40 (cum dividend) in cash for each Share (the ’Offer’).
NN Group announces that, on 28 February 2017, NN Group or its brokers (acting as agents for NN Group) acquired a total of 4,434,151 Shares in the open market at a volume weighted average price of EUR 5.3682 per Share. The highest price per Share paid in a transaction conducted on 28 February 2017 was EUR 5.37.
Together with the 40,839,475 Shares already held by NN Group or its brokers (acting as agents for NN Group) prior to 28 February 2017, NN Group or its brokers (acting as agents for NN Group) now hold 45,273,626 Shares, representing 9.7% of the aggregate number of issued and outstanding ordinary and preference shares in the capital of Delta Lloyd and 9.9% of the issued and outstanding ordinary share capital of Delta Lloyd.
To the extent required, NN Group will notify the Financial Markets Authority (Autoriteit Financiële Markten) in accordance with Section 5:38 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht).
Offer Memorandum, Position Statement and further information
Information regarding the Offer is made available by way of the Offer Memorandum and/or 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 and its affiliates or brokers (acting as agents for NN Group or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the intended 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.