ING sells 33 million shares in NN Group for total proceeds of EUR 1 billion
(Thomson Reuters ONE) -
ING announced today the successful sale of 33 million ordinary shares of NN
Group. The shares have been sold at a price of EUR 31.00 per share. As part of
the transaction, NN Group has repurchased 8 million shares at the same price per
share for an aggregate amount of EUR 250 million. The gross proceeds to ING
Group from the offering, including the repurchase by NN Group, amounted to EUR
1 billion.
As a result of the transaction, ING loses significant influence on NN Group and
will account for its remaining stake in NN Group as an available-for-sale
investment going forward. The transactions are expected to result in a net
profit to ING at closing of EUR 0.5 billion. This broadly reflects the
difference between the EUR 2.2 billion book value of our 25.8% investment in NN
Group, which was fixed at deconsolidation at the end of May 2015, and the market
value of this stake of approximately EUR 2.7 billion. The transaction will
reduce ING Group's stake in NN Group's outstanding capital from 25.8% to 16.2%
and will raise ING Group's fully loaded CET1 ratio by approximately 30 basis
points on a pro forma basis.
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 restructuring agreement with the
European Commission as amended on 16 November 2012, ultimately by the end of
2016. In this context, ING Group previously also sold shares of NN Group through
an initial public offering in July 2014 and follow-on offerings in February, May
and September 2015. As from 14 December 2015, ING no longer has any nominees on
NN Group's Supervisory Board.
The transaction announced today was executed by way of an accelerated book
building offering to institutional investors and to NN Group. As of settlement
of the transaction, the remaining shares in NN Group held by ING Group will be
subject to a lock-up period of 60 days (subject to certain exceptions including
a sale to the investor group who invested in NN Group prior to its initial
public offering in accordance with ING Group's announcement of 30 April 2014,
and the right of the joint global coordinators of the offering to waive the lock
up restrictions).
BofA Merrill Lynch, Deutsche Bank, ING Bank and JP Morgan acted as Joint Global
Coordinators and Joint Bookrunners for the offering. BBVA, Citi, Commerzbank,
KBC Securities and UBS acted as Joint Bookrunners.
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
operations, buildings and its executives are available for download at Flickr.
Video is available on YouTube. Footage (B-roll) of ING is available via
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ING presentations are available at SlideShare.
Press enquiries Investor enquiries
Diederik Heinink ING Group Investor Relations
+31 20 576 2847 +31 20 576 6396
diederik.heinink(at)ing.com Investor.Relations(at)ing.com
ING Profile
ING is a global financial institution with a strong European base, offering
banking services through its operating company ING Bank and holding a
significant stake in the listed insurer NN Group NV. The purpose of ING Bank is
empowering people to stay a step ahead in life and in business. ING Bank's more
than 52,000 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 among the
leaders in the Banks industry group.
Important legal information
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 ING'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) ING's
implementation of the restructuring plan as agreed with the European
Commission, (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) changes affecting interest rate levels, (7) changes
affecting currency exchange rates, (8) changes in investor and customer
behaviour, (9) changes in general competitive factors, (10) changes in laws
and regulations, (11) changes in the policies of governments and/or regulatory
authorities, (12) conclusions with regard to purchase accounting assumptions
and methodologies, (13) changes in ownership that could affect the future
availability to us of net operating loss, net capital and built-in loss carry
forwards, (14) changes in credit ratings, (15) ING's ability to achieve
projected operational synergies and (16) the other risks and uncertainties
detailed in the Risk Factors section contained in the most recent annual
report of ING Groep N.V. Any forward-looking statements made by or on behalf
of ING speak only as of the date they are made, and, ING 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.
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 shares that are to be sold in the announced offering
(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 BofA Merrill Lynch, Deutsche Bank, ING Bank and JP Morgan and the other
bookrunners 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).
pdf Pricing release:
http://hugin.info/130668/R/1976871/723643.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#1976871]
Unternehmensinformation / Kurzprofil:
Datum: 05.01.2016 - 22:16 Uhr
Sprache: Deutsch
News-ID 442571
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