ING to sell 43 million shares in NN Group
(Thomson Reuters ONE) -
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
IT WOULD BE UNLAWFUL TO DO SO.
ING announced today its intention to sell approximately 43 million ordinary
shares in NN Group. The ordinary shares will be sold by way of an accelerated
book building offering to institutional investors. As part of this transaction,
NN Group has stated its intention to repurchase up to EUR 200 million of its
ordinary shares from ING Group at the offer price through an order in the book,
which ING Group has agreed to fully allocate.
Following completion of the transaction, ING Group's stake in NN Group's
outstanding capital is expected to decrease to approximately 57% from currently
68.1%.
ING has previously announced that, following the initial public offering of NN
Group on 2 July 2014, 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. Through the transaction, ING Group further reduces its
stake in NN Group while retaining flexibility in the divestment of the remaining
stake. NN Group ordinary shares are traded on Euronext Amsterdam under the
symbol 'NN'.
The offer price and the final number of shares sold will be determined at the
conclusion of the book building process and will be announced in a separate
press release. The book is open with immediate effect and is expected to close
ultimately by 17.30 CET on 18 February 2015, although ING Group reserves the
right to close the book before then at short notice. The transaction is expected
to settle on 20 February 2015. As of the settlement date of the offering, the
remaining shares in NN Group held by ING Group will be subject to a lock-up
period of 90 days (subject to certain exceptions and the Joint Bookrunners'
right to waive the lock up restrictions).
Morgan Stanley, Deutsche Bank and ING Bank are acting as Joint Bookrunners for
the offering.
NOTE FOR EDITORS
For further information on ING, please visit www.ing.com. Frequent news updates
can be found in the Newsroom or via the (at)ING_news twitter feed. Photos of ING
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Press enquiries
Frans Middendorff
+31 20 576 6385
Frans.Middendorff(at)ing.com
Investor enquiries
ING Group Investor Relations
+31 20 576 6396
Investor.Relations(at)ing.com
ING PROFILE
ING is a global financial institution of Dutch origin offering banking services
through its operating company ING Bank and holding significant stakes in the
listed insurers NN Group NV and Voya Financial, Inc. The purpose of ING Bank is
empowering people to stay a step ahead in life and in business. ING Bank's
53,000 employees offer retail and commercial banking services to customers in
over 40 countries.
ING Group shares are listed (in the form of depositary receipts) on the
exchanges of Amsterdam (INGA NA, ING.AS), Brussels and on the New York Stock
Exchange (ADRs: ING US, ING.N).
Sustainability forms an integral part of ING's corporate strategy, which is
evidenced by ING Group shares being included in the FTSE4Good index and in the
Dow Jones Sustainability Index (Europe and World) where ING is the industry
leader in the diversified financials group.
IMPORTANT LEGAL INFORMATION
Certain of the statements contained in this document 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 ING [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 ING's restructuring plan to separate banking and insurance
operations, (5) changes in the availability of, and costs associated with,
sources of liquidity such as interbank funding, as well as conditions in the
credit markets generally, including changes in borrower and counterparty
creditworthiness, (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 purchase
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-ratings, (18) ING's
ability to achieve projected operational synergies and (19) the other risks
and uncertainties detailed in the risk factors section contained in the most
recent annual report of ING Groep N.V. ("ING Group") .
Any forward-looking statements made by or on behalf of ING [Group] speak only
as of the date they are made, and, ING [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 buy, any securities.
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia,
Canada, Japan or any jurisdiction into which the publication or distribution
would be unlawful. This announcement is for information purposes only and does
not constitute an offer to sell or issue or the solicitation of an offer to buy
or acquire shares in the capital of NN Group in the United States, Australia,
Canada, Japan or any jurisdiction in which such offer or solicitation would be
unlawful or require preparation of any prospectus or other offer documentation
or would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of such jurisdictions. The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as amended
("Securities Act"), and may not be offered, sold or transferred, directly or
indirectly, within the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act and the securities laws of any state or other jurisdiction of the United
States. No public offering of the shares referred to in this announcement is
being made in the United States or elsewhere.
This announcement has been issued by, and is the sole responsibility, of ING
Group. No representation or warranty, express or implied, is or will be made as
to, or in relation to, and no responsibility or liability is or will be accepted
by Morgan Stanley, Deutsche Bank and ING Bank (collectively, the "Managers") or
by any of their respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
The distribution of this announcement and the offering of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by ING
Group or the Managers that would permit an offering of such shares or possession
or distribution of this announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required by
ING Group and the Managers to inform themselves about, and to observe, any such
restrictions.
ING Group has not authorized any offer to the public of securities in any Member
State of the European Economic Area. With respect to any Member State of the
European Economic Area and which has implemented the Prospectus Directive other
than the Netherlands (each a "Relevant Member State"), no action has been
undertaken or will be undertaken to make an offer to the public of securities
requiring publication of a prospectus in any Relevant Member State. As a result,
the securities may only be offered in Relevant Member States (i) to any legal
entity which is a qualified investor as defined in the Prospectus Directive; or
(ii) in any other circumstances falling within Article 3(2) of the Prospectus
Directive. For the purpose of this paragraph, the expression "offer of
securities to the public" means the communication in any form and by any means
of sufficient information on the terms of the offer and the securities to be
offered so as to enable the investor to decide to exercise, purchase or
subscribe for the securities, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State and the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State.
In the Netherlands the Placing Shares are not and may not be offered other than
to persons or entities who or which are qualified investors (gekwalificeerde
beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet
op het financieel toezicht).
The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of the shares.
Past performance is no guide to future performance and persons who require
advice should consult an independent financial adviser.
The Placing Shares to be offered pursuant to the Placing will not be admitted to
trading on any stock exchange other than to Euronext Amsterdam. Neither the
content of the Company's website nor any website accessible by hyperlinks on ING
Group's website is incorporated in, or forms part of, this announcement.
PDF version of press release:
http://hugin.info/130668/R/1895170/672041.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: ING Group via GlobeNewswire
[HUG#1895170]
Unternehmensinformation / Kurzprofil:
Datum: 17.02.2015 - 17:41 Uhr
Sprache: Deutsch
News-ID 372157
Anzahl Zeichen: 12958
contact information:
Town:
Amsterdam
Kategorie:
Business News
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"ING to sell 43 million shares in NN Group"
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