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. 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
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 (the ‘Shares’) 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 regarding the declarations of no objection from the Dutch Central Bank (DNB), the National Bank of Belgium (NBB) and the European Central Bank (ECB), and the competition clearance from the European Commission, and the joint press release dated 7 April 2017 on the results of the Offer Period and in which the Offer was declared unconditional.
NN Group and Delta Lloyd hereby jointly announce that they have reached agreement with Stichting Fonds NutsOhra (‘Fonds NutsOhra’) whereby the preference shares A held by Fonds NutsOhra (being all of the issued and outstanding preference shares A in the capital of Delta Lloyd) and the perpetual subordinated loan provided to Delta Lloyd, will be acquired by NN Group in exchange for newly issued NN Group ordinary shares, representing an aggregate value of EUR 255 million. The transaction is expected to be completed in April 2017, subject to certain conditions, and after settlement of the Offer on 12 April 2017. For the avoidance of doubt, the preference shares A are not subject to the Offer.
The perpetual subordinated loan has a nominal value of EUR 405 million and currently qualifies as restricted tier 1 capital until 1 January 2019. The transaction, all else being equal, will generate an increase in the unrestricted tier 1 capital and a consequent reduction in the restricted tier 1 capital for an amount approximately equal to the nominal value. The transaction is expected to reduce the financial leverage of the combined group and the transaction is not anticipated to have a material impact on the overall Solvency II ratio, cash capital position and operating result of the combined group.
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.