NN Group repurchases shares from ING for an aggregate amount of EUR 150 million
NN Group announces today that ING Group has agreed to sell 40 million shares of NN Group at a price of EUR 25.00 per share. The transaction reduces ING Group’s stake in NN Group from 37.1% to 25.8% of outstanding shares (net of treasury shares). NN Group will not receive any proceeds from the offering.
The shares were offered by way of an accelerated book building offering to institutional investors. As part of this transaction, NN Group repurchased 6.0 million ordinary shares from ING Group at EUR 25.00 per share for a total amount of EUR 150 million.
NN Group will fund the share repurchase from the cash capital position at the holding company. The impact on the solvency ratios of NN Group is expected to be immaterial. NN Group intends to cancel all or part of the repurchased shares in due course.
As of the settlement of the transaction, the remaining shares in NN Group held by ING Group will be subject to a lock-up period of 90 days (subject to certain customary exceptions). The transaction is expected to settle on 5 October 2015.
ING has previously announced that it intends to divest its remaining stake in NN Group over time, in line with its strategy to divest all of its insurance and investment management businesses as part of the EC restructuring agreement ultimately by the end of 2016. In this context, ING Group sold shares of NN Group through an initial public offering in July 2014 and follow-on offerings in February 2015 and May 2015.
As announced on 25 August 2015, the Supervisory Board of NN Group has nominated Hélène Vletter-van Dort, Dick Harryvan and Robert Jenkins as new members of NN Group’s Supervisory Board. Members of the Supervisory Board are appointed by NN Group’s shareholders. For this purpose, an Extraordinary General Meeting of Shareholders (EGM) will be held on 6 October 2015. As ING Group’s shareholding will drop below 35% following settlement of this transaction, ING nominee Ralph Hamers will step down from the Supervisory Board of NN Group with the appointment of Hélène Vletter-van Dort at the EGM. The appointments of Dick Harryvan and Robert Jenkins will become effective when ING Group’s shareholding in NN Group drops below 15%.
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NN Group is an international insurance and investment management company, active in more than 20 countries, with a strong presence in a number of European countries and Japan. With around 12,000 employees the group offers retirement services, insurance, investments and banking to more than 15 million customers. NN Group includes Nationale-Nederlanden, NN (formerly known as ING Insurance) and NN Investment Partners (formerly known as ING Investment Management). NN Group is listed on Euronext Amsterdam (NN).
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Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation: (1) changes in general economic conditions, in particular economic conditions in NN Group’s core markets, (2) changes in performance of financial markets, including developing markets, (3) consequences of a potential (partial) break-up of the euro, (4) the implementation of the EC Restructuring Plan, (5) changes in the availability of, and costs associated with, sources of liquidity as well as conditions in the credit markets generally, (6) the frequency and severity of insured loss events, (7) changes affecting mortality and morbidity levels and trends, (8) changes affecting persistency levels, (9) changes affecting interest rate levels, (10) changes affecting currency exchange rates, (11) changes in investor, customer and policyholder behaviour, (12) changes in general competitive factors, (13) changes in laws and regulations, (14) changes in the policies of governments and/or regulatory authorities, (15) conclusions with regard to accounting assumptions and methodologies, (16) changes in ownership that could affect the future availability to us of net operating loss, net capital and built-in loss carry forwards, (17) changes in credit and financial strength ratings, (18) NN Group’s ability to achieve projected operational synergies and (19) the other risks and uncertainties contained in recent public disclosures made by NN Group and/or related to NN Group.
Any forward-looking statements made by or on behalf of NN Group speak only as of the date they are made, and, NN Group assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or for any other reason. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States or any other jurisdiction. The securities of NN Group have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
