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11
March
2024
|
11:15
Europe/Amsterdam

NN Group announces final result of tender offer for subordinated notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

NN Group today announces the final result of its invitation made to the holders of its outstanding EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) (the “Notes”) to tender their Notes for purchase by NN Group for cash (such invitation, the "Offer").

The Offer was announced on 4 March 2024, and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 4 March 2024 (the ‘Tender Offer Memorandum’) prepared by NN Group. The Expiration Deadline for the Offer was 5.00 p.m. (CET) on 8 March 2024. NN Group hereby announces the result of the Offer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Result of the Offer

NN Group hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the Transaction Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, all Notes validly tendered pursuant to the Offer, without pro-ration, in an aggregate nominal amount of EUR 287,068,000. NN Group further announces that the aggregate nominal amount of the Notes validly accepted for purchase (the “Final Acceptance Amount”) is set out in the table below.

Purchase price

 

 

 

Notes purchased by NN Group pursuant to the Offer will be cancelled by NN Group and will not be re-issued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offer will remain outstanding. 

Subject to the satisfaction or waiver of the Transaction Condition on or prior to such date, payment of the Purchase Price and Accrued Interest in respect of the Notes accepted for purchase by NN Group will occur on the Settlement Date for the Offer which is expected to be on or around 13 March 2024. 

HSBC Continental Europe, J.P. Morgan SE, ABN AMRO Bank N.V., BNP Paribas, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE and Morgan Stanley Europe SE are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com