ING sells 40 million shares in NN Group for total proceeds of EUR 1 billion

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The FINANCIAL — ING announced on October 1 the successful sale of 40 million ordinary shares of NN Group. The shares have been sold at a price of EUR 25.00 per share.

As part of the transaction, NN Group has repurchased 6.0 million shares at the same price per share for an aggregate amount of EUR 150 million. The gross proceeds to ING Group from the offering, including the repurchase by NN Group, amounted to EUR 1.0 billion. The transaction will reduce ING Group’s stake in NN Group’s outstanding capital from 37.1% to 25.8%, according to ING.

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 2015 and May 2015.

The transaction announced on October 1 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 90 days (subject to certain exceptions including a possible 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 Morgan Stanley acted as Joint Global Coordinators and Joint Bookrunners for the offering. ABN AMRO, BNP Paribas, Commerzbank, Credit Suisse and UBS acted as Joint Bookrunners.

The transaction is estimated to have a non-material impact on the profit and loss account of ING Group and to raise ING Group’s fully loaded CET1 ratio by approximately 30 basis points on a pro forma basis. The transaction has no impact on ING Bank’s capital ratios.

As part of ING’s governance agreements with NN Group, ING Group will lose one Supervisory Board nomination right when its stake drops below 35%. As a consequence of the transaction announced today, Ralph Hamers, CEO of ING Group, will step down from the NN Group Supervisory Board upon the appointment of Hélène Vletter-van Dort, which is scheduled to take place at an Extraordinary General Meeting of shareholders of NN Group on 6 October 2015.


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