NN Group announces tender offers for two series of subordinated notes
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NN Group today announces its invitation to holders of its: (i) EUR 1 billion Fixed to Floating Rate Subordinated Notes due 2044 (ISIN: XS1054522922) (the “NC24 T2 Notes”) and (ii) EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) (the “NC24 T1 Notes” and together with the NC24 T2 Notes, the “Notes”), to tender their Notes for purchase by NN Group for cash (each such invitation an “Offer”, and together, the “Offers”). The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 April 2023 (the “Tender Offer Memorandum”) as prepared by NN Group, and are subject to the offer restrictions set out below, and as more fully described in the Tender Offer Memorandum.
The full launch announcement in respect of the Offers is available on the website of NN Group at https://www.nn-group.com/news. Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offers
The purpose of the Offers and the planned issuance of New Notes (as defined below) is, amongst other things, to proactively manage NN Group’s expected redemption profile. The Offers also provide Noteholders with the opportunity to sell their current holdings in the Notes and to apply for priority in the allocation of the New Notes, as more fully described in the Tender Offer Memorandum.
Irrespective of the outcome of any Offer, NN Group intends to continue to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offers on an economic basis, taking into account the prevailing circumstances at the relevant time, including: prevailing market conditions, current and future regulatory value, relative funding value of the Notes, rating agency considerations and any regulatory developments.
Details of the Offers
A summary of certain of the terms of the Offers appears below:
NN Group will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the Offers.
Transaction Condition
NN Group announced on 25 April 2023 its intention to issue a series of euro-denominated green subordinated notes (the “New Notes”), subject to market conditions. The New Notes are expected to qualify as Tier 2 regulatory capital. Whether NN Group will accept for purchase any Notes validly tendered in the Offers and complete the Offers is subject, without limitation, to the successful completion (in the sole determination of NN Group) of the issue of the New Notes (the “Transaction Condition”).
Allocation of the New Notes
When considering allocation of the New Notes, NN Group intends to give preference to those Noteholders who, prior to such allocation, have validly tendered (or have given a firm indication to NN Group or any Dealer Manager that they intend to tender) their Notes pursuant to the Offers. Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Offers may be eligible to receive, at the sole and absolute discretion of NN Group, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint bookrunner of the issue of the New Notes). Please refer to the full launch announcement and the Tender Offer Memorandum for further information regarding the allocation of the New Notes.
Expected Timetable of Events (All times are CEST)
The Offers commence today and the Expiration Deadline shall be 5.00 p.m. (CEST) on Wednesday, 3 May 2023. The Maximum Acceptance Amount will be announced as soon as practicable after the pricing of the New Notes, which is expected to be on 25 April 2023. The results of the Offers will be announced as soon as reasonably practicable on Thursday, 4 May 2023, with the Settlement Date expected to be Tuesday, 9 May 2023 (subject to satisfaction or waiver of the Transaction Condition on or prior to such date).
Further Information
BNP Paribas, Deutsche Bank Aktiengesellschaft, HSBC Continental Europe, ING Bank N.V., J.P. Morgan SE, NATIXIS are acting as Dealer Managers for the Offers and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com, Website: https://deals.is.kroll.com/nngroup).
