ING completes divestment programme with final sale of 45.7 million NN Group shares for EUR 1.4 billion
(Thomson Reuters ONE) -
ING today announced the successful sale of its remaining ordinary shares of NN
Group. The shares were sold at a price of EUR 30.15 per share. The gross
proceeds to ING from the offering amount to approximately EUR 1.4 billion.
The divestment of NN Group is the final step of ING's programme to divest all of
its insurance and investment management businesses as part of the restructuring
agreement with the European Commission. To that effect, ING Group previously
sold shares of NN Group through an initial public offering in July 2014 and
follow-on offerings in February, May and September 2015 and January 2016. In the
course of the divestment programme, ING also sold its Latin American insurance
and investment management operations and its various insurance and investment
management businesses in Asia Pacific. Voya Financial was brought to the US
stock market in May 2013 and shares were subsequently sold to investors through
a series of follow-on offerings.
"This marks the final step in ING's repositioning as a leading European bank,"
said Ralph Hamers, CEO of ING Group. "This transaction completes our
restructuring and the divestment of our insurance and investment management
activities. ING was formed 25 years ago from the merger of NN Group's
predecessor Nationale-Nederlanden and the former NMB Postbank to become one of
the world's first bancassurance companies. Since then, our industry has changed
dramatically. I am happy to see that all of the companies we have divested in
the past years have found a solid future, continuing to serve their many
millions of clients. I want to thank all our former colleagues, today especially
those at NN Group, and wish them good luck."
The combined impact of this transaction, and the NN transactions announced on 5
and 28 January 2016, would bring the December 2015 pro-forma fully-loaded CET 1
ratio of ING Group to approximately 13.4%. The transaction will not affect the
shareholders' equity or capital ratios of ING Bank
The transaction is expected to result in a net loss at settlement to ING Group
of approximately EUR 0.1 billion to be booked in the second quarter of 2016.
This amount reflects the difference between the market value of our 14.1% stake
in NN Group at the day of the previous share sale on 5 January 2016 and the
transaction price. After this transaction, ING Group will continue to hold
warrants for approximately 35 million shares in NN Group at an exercise price of
EUR 40.00 per share.
Credit Suisse Securities (Europe) Limited, ING Bank N.V., J.P. Morgan Securities
PLC and UBS Limited acted as Joint Global Coordinators and Joint Bookrunners for
the offering. Citi, Commerzbank, HSBC, KBC and Mediobanca acted as Joint
Bookrunners.
Note for editors
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can be found in the Newsroom or via the (at)ING_news twitter feed. Photos of ING
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Press enquiries Investor enquiries
Christoph Linke ING Group Investor Relations
+31 20 576 4315 +31 20 576 6396
Christoph.Linke(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. 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 wholesale 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, (4) 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, (5) changes affecting interest rate levels, (6) changes
affecting currency exchange rates, (7) changes in investor and customer
behaviour, (8) changes in general competitive factors, (9) changes in laws and
regulations, (10) changes in the policies of governments and/or regulatory
authorities, (11) conclusions with regard to purchase accounting assumptions
and methodologies, (12) changes in ownership that could affect the future
availability to us of net operating loss, net capital and built-in loss carry
forwards, (13) changes in credit ratings, (14) ING's ability to achieve
projected operational synergies and (15) 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 Credit Suisse Securities (Europe) Limited, ING Bank N.V., J.P.
Morgan Securities PLC and UBS Limited acted as Joint Global Coordinators and
Joint Bookrunners for the offering. Citi, Commerzbank, HSBC, KBC & Mediobanca
acted as Joint Bookrunners. (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.
ING Group: Final sale of NN Group shares:
http://hugin.info/130668/R/2003816/739731.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#2003816]
Unternehmensinformation / Kurzprofil:
Datum: 14.04.2016 - 22:17 Uhr
Sprache: Deutsch
News-ID 464232
Anzahl Zeichen: 14074
contact information:
Town:
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Kategorie:
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