NOT FOR PUBLICATION, RELEASE OR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 @ING_news
twitter feed. Photos of ING operations, buildings and its
executives are available for download at Flickr. Footage (B-roll)
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emailing info@videobankonline.com. ING presentations are available
at SlideShare.
For convenient access to the latest financial information and press
releases both online and offline, download the ING Group Investor
Relations and Media app for iOs on the Apple Store or for Android
on Google Play.
Press enquiries
Frans Middendorff
+31 20 576 6385
Frans.Middendorff@ing.com
Investor enquiries
ING Group Investor Relations
+31 20 576 6396
Investor.Relations@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
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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: ING Group via Globenewswire
HUG#1895170
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