NOT FOR PUBLICATION, RELEASE OR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 the successful sale of 45
million ordinary shares of NN Group. The shares have been sold at a
price of EUR 25.46 per share net of commissions. As part of the
transaction, NN Group has repurchased 5.9 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 1.1 billion. The
transaction has reduced ING Group's stake in NN Group's outstanding
capital from 54.8% to 42.4%. Upon settlement of the transaction,
which is expected on 29 May 2015, ING Group will deconsolidate its
stake in NN Group in line with IFRS. As of that date, the retained
minority stake in NN Group will be accounted for as an Associate
held for sale.
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 sold shares of NN Group through an
initial public offering in July 2014 and a follow-on offering in
February 2015. NN Group ordinary shares are traded on Euronext
Amsterdam under the symbol 'NN'.
With the IFRS-deconsolidation of NN Group, ING
will have achieved compliance with the EC commitment to bring -
before the end of 2015 - its stake in NN Group below 50% and
deconsolidate the business (in line with IFRS). In addition, the
restrictions from the EC decision of November 2012 on acquisitions
and on price leadership will no longer apply after ING has
confirmed the deconsolidation to the EC.
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 90 days (subject to certain exceptions and the
Joint Global Coordinators and Bookrunners' right to waive the lock
up restrictions).
The transaction is estimated to raise ING Group's
fully loaded CET1 ratio by approximately 80 basis points to
approximately 12.4% on a pro forma basis, as the negative impact on
ING Group shareholders' equity is more than offset by the release
of the corresponding CRD IV Financial Institutions deductions. The
transaction has no impact on ING Bank's capital ratios. The
estimated negative impact on ING Group shareholders' equity is
approximately EUR 6.2 billion, representing the difference between
the market value of ING Group's 54.8% stake in NN Group, and the
estimated IFRS book value of this stake at the date of
deconsolidation, adjusted for the provision that was formed to
reflect the difference between the market value and the book value
of the NN Group shares to be exchanged for the second and third
tranches of mandatorily exchangeable notes. The transaction is
estimated to have a negative impact on the profit and loss account
of ING Group of approximately EUR 0.1 billion which will be
reflected in the second quarter 2015 results. This amount broadly
reflects the difference between the negative impact on equity and
the release of corresponding revaluation reserves.
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. Video is
available on YouTube. Footage (B-roll) of ING is available via
videobankonline.com, or can be requested by 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 |
|
Investor
enquiries |
Frans Middendorff |
|
ING Group Investor Relations |
+31 20 576 6385 |
|
+31 20 576 6396 |
Frans.Middendorff@ing.com |
|
Investor.Relations@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
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'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.
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 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
Goldman Sachs International, JP Morgan Securities, Merrill Lynch
International 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 Managers act exclusively for
ING Group and no-one else in connection with any offering of shares
in the capital of NN Group and will not be responsible to anyone
other than ING Group for providing the protections afforded to the
customers of the Manager or for providing advice in relation to any
offering or any transaction or arrangement referred to herein.
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#1924053
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