NN Group increases stake in Delta Lloyd to 8.8%
(Thomson Reuters ONE) -
27 February 2017
Press release
This is a press release by NN Group N.V. ('NN Group'), pursuant to the
provisions of Section 4 Paragraph 3 and Section 13 Paragraphs 1 and 2 of the
Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the 'Decree')
in connection with the recommended public offer by NN Group for all the issued
and outstanding ordinary shares in the capital of Delta Lloyd N.V. ('Delta
Lloyd'). This announcement does not constitute an offer, or any solicitation of
any offer, to buy or subscribe for any securities. Any offer will be made only
by means of the Offer Memorandum, which is available as of 2 February 2017, and
subject to the restrictions set forth therein. Terms not defined in this press
release will have the meaning given thereto in the Offer Memorandum. This
announcement is not for release, publication or distribution, in whole or in
part, in or into, directly or indirectly, Canada or Japan or in any other
jurisdiction in which such release, publication or distribution would be
unlawful.
Reference is made to the joint press release by NN Group and Delta Lloyd dated
2 February 2017 regarding the publication of the Offer Memorandum for the
recommended public cash offer by NN Group Bidco B.V., a directly wholly-owned
subsidiary of NN Group ('the Offeror'), to all holders of issued and outstanding
ordinary shares in the capital of Delta Lloyd (the 'Shares') to acquire their
Shares at a price of EUR 5.40 (cum dividend) in cash for each Share (the
'Offer').
NN Group announces that, on 27 February 2017, NN Group or its brokers (acting as
agents for NN Group) acquired a total of 3,800,138 Shares in the open market at
a volume weighted average price of EUR 5.3642 per Share. The highest price per
Share paid in a transaction conducted on 27 February 2017 was EUR 5.37.
+---------------+----------------+---------------+--------------+--------------+
|Date |Transaction type|Total number of|Type of shares|Volume |
| | |shares | |weighted |
| | | | |average price|
| | | | |in EUR |
+---------------+----------------+---------------+--------------+--------------+
|24 February |Purchase |765,711 |Ordinary |5.347 |
|2017 | | | | |
+---------------+----------------+---------------+--------------+--------------+
|27 February |Purchase |3,800,138 |Ordinary |5.3642 |
|2017 | | | | |
+---------------+----------------+---------------+--------------+--------------+
Together with the 37,039,337 Shares already held by NN Group or its brokers
(acting as agents for NN Group) prior to 27 February 2017, NN Group or its
brokers (acting as agents for NN Group) now holds 40,839,475 Shares,
representing 8.8% of the aggregate number of issued and outstanding ordinary and
preference shares in the capital of Delta Lloyd and 9.0% of the issued and
outstanding ordinary share capital of Delta Lloyd.
To the extent required, NN Group will notify the Financial Markets Authority
(Autoriteit Financiële Markten) in accordance with Section 5:38 of the Dutch Act
on Financial Supervision (Wet op het Financieel Toezicht).
Offer Memorandum, Position Statement and further information
Information regarding the Offer is made available by way of the Offer Memorandum
and/or the Position Statement dated 2 February 2017.
Digital copies of the Offer Memorandum are available on the websites of Delta
Lloyd (www.deltalloyd.com) and NN Group (www.nn-group.com). Copies of the Offer
Memorandum are also available free of charge at the offices of Delta Lloyd and
the Settlement Agent at the addresses mentioned below. A digital copy of the
Position Statement is available on the website of Delta Lloyd
(www.deltalloyd.com).
Delta Lloyd
Delta Lloyd N.V.
Amstelplein 6
1096 BC Amsterdam
The Netherlands
Settlement Agent (ABN AMRO)
Gustav Mahlerlaan 10
P.O. Box 283
1000 EA Amsterdam
The Netherlands
Other
To the extent permissible under applicable law or regulation, NN Group or its
brokers (acting as agents for NN Group) may from time to time after the date
hereof, and other than pursuant to the intended offer, directly or indirectly
purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd,
that are the subject of the Offer. To the extent information about such
purchases or arrangements to purchase is made public in the Netherlands, such
information will be disclosed by means of a press release to inform shareholders
of such information, which will be made available on the website of NN Group. In
addition, financial advisors to NN Group may also engage in ordinary course
trading activities in securities of Delta Lloyd, which may include purchases or
arrangements to purchase such securities.
Media Relations NN Group Investor Relations NN Group
Media Relations Investor Relations
+31 70 513 8125 +31 88 663 5464
mediarelations(at)nn-group.com investor.relations(at)nn-group.com
NN Group profile
NN Group is an international insurance and asset management company, active in
18 countries, with a strong presence in a number of European countries and
Japan. With around 11,500 employees the group offers retirement services,
insurance, investments and banking to more than 15 million customers. NN Group
includes Nationale-Nederlanden, NN and NN Investment Partners. NN Group is
listed on Euronext Amsterdam (NN).
Notice to US holders of Shares
The receipt of cash pursuant to the Offer by a U.S. holder of Shares will
generally be a taxable transaction for U.S. federal income tax purposes and may
be a taxable transaction under applicable state and local, as well as foreign
and other tax laws. Each holder of Shares is urged to consult his independent
professional advisor immediately regarding the tax consequences of acceptance of
the Offer.
It may be difficult for U.S. holders of Shares to enforce their rights and
claims arising out of the U.S. federal securities laws, since the Offeror and
Delta Lloyd are located in a country other than the United States, and some or
all of their officers and directors may be residents of a country other than the
United States. U.S. holders of Shares may not be able to sue a non-U.S. company
or its officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgment.
To the extent permissible under applicable law or regulation, including Rule
14e-5 of the U.S. Exchange Act, in accordance with normal Dutch practice, the
Offeror and its Affiliates or brokers (acting as agents for the Offeror or its
Affiliates, as applicable) may before or during the period in which the Offer
remains open for acceptance, directly or indirectly, purchase, or arrange to
purchase, Shares outside of the United States, from time to time, other than
pursuant to the Offer. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. In addition,
the financial advisors to the Offeror may engage in ordinary course trading
activities in securities of Delta Lloyd, which may include purchases or
arrangements to purchase such securities. To the extent required in The
Netherlands, any information about such purchases will be announced by press
release in accordance with Article 13 of the Decree and posted on the website of
NN Group at www.nn-group.com.
Restrictions
The distribution of this press release may, in some countries, be restricted by
law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. To the
fullest extent permitted by applicable law, NN Group and Delta Lloyd disclaim
any responsibility or liability for the violation of any such restrictions by
any person. Any failure to comply with these restrictions may constitute a
violation of the securities laws of that jurisdiction. Neither NN Group, nor
Delta Lloyd nor any of its advisors assumes any responsibility for any violation
by any person of any of these restrictions. Any shareholder who is in any doubt
as to its position should consult an appropriate professional advisor without
delay. This announcement is not to be published or distributed in or to Canada
or Japan or in any other jurisdiction in which such release, publication or
distribution would be unlawful.
The information in the press release is not intended to be complete, for further
information reference is made to the Offer Memorandum. This announcement is for
information purposes only and does not constitute an offer or an invitation to
acquire or dispose of any securities or investment advice or an inducement to
enter into investment activity. In addition, the Offer made pursuant to the
Offer Memorandum is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities or other laws
or regulations of such jurisdiction or would require any registration, approval
or filing with any regulatory authority not expressly contemplated by the terms
of the Offer Memorandum.
Forward-looking statements
Certain statements in this press release may be considered "forward-looking
statements", such as statements relating to the impact of the Offer on the
Offeror, NN Group and Delta Lloyd and the expected timing and completion of the
Offer. Forward-looking statements include those preceded by, followed by or that
include the words may, anticipated, expected or similar expressions. These
forward-looking statements speak only as of the date of this press release. Each
of the Offeror, NN Group and Delta Lloyd, and any of their respective
Affiliates, each with respect to the statements it has provided, believes the
expectations reflected in such forward-looking statements are based on
reasonable assumptions. Nevertheless, no assurance can be given that such
statements will be fulfilled or prove to be correct, and no representations are
made as to the future accuracy and completeness of such statements. The forward-
looking statements are subject to risks, uncertainties and other factors, many
of which are beyond the Offeror's, NN Group's and Delta Lloyd's control, that
could cause actual results to differ materially from historical experience or
those results expressed or implied in these forward-looking statements.
Potential risks and uncertainties include, but are not limited to, (i) the risk
that required regulatory approvals may delay the Offer or result in the
imposition of conditions that could have a material adverse effect on the
Combined Group or cause the Offeror, NN Group and Delta Lloyd to abandon the
Offer, (ii) the risk that the Offer Conditions may not be satisfied, (iii) risks
relating to NN Group's ability to successfully operate Delta Lloyd without
disruption to its other business activities, which may result in the Combined
Group not operating as effectively and efficiently as expected, (iv) the
possibility that the Offer may involve unexpected costs, unexpected liabilities
or unexpected delays, (v) the risk that the businesses of the Offeror, NN Group
and Delta Lloyd may suffer as a result of uncertainty surrounding the Offer,
(vi) the effects of competition (in particular the response to the Transaction
in the marketplace) and competitive developments or risks inherent to NN Group's
or Delta Lloyd's business plans, (vii) the risk that disruptions from the
Transaction will harm relationships with customers, employees and suppliers,
(viii) political, economic or legal changes in the markets and environments in
which NN Group and/or Delta Lloyd does business, (ix) economic conditions in the
global markets in which NN Group and Delta Lloyd operate, (x) uncertainties,
risk and volatility in financial markets affecting the Offeror, NN Group and/or
Delta Lloyd, and (xi) other factors that can be found in NN Group's and its
subsidiaries' and Delta Lloyd's press releases and public filings.
Neither the Offeror, NN Group nor Delta Lloyd, nor any of their respective
Affiliates and advisors, accepts any responsibility for any financial
information contained in the Offer Memorandum relating to the business, results
of operations or financial condition of the other or their respective groups.
Each of the Offeror, NN Group and Delta Lloyd expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the expectations with
regard thereto or any change in events, conditions or circumstances on which any
such statement is based except as required by applicable laws and regulations or
by any competent regulatory authority.
Press release 27 Feb 2017:
http://hugin.info/160538/R/2082481/784711.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: NN Group NV via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 27.02.2017 - 18:43 Uhr
Sprache: Deutsch
News-ID 526889
Anzahl Zeichen: 15010
contact information:
Town:
THE HAGUE
Kategorie:
Business News
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Die Pressemitteilung mit dem Titel:
"NN Group increases stake in Delta Lloyd to 8.8%"
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