ING has confirmed the intention to proceed with the Initial Public Offering(IPO) next month and listing on Euronext Amsterdam of NN Group, an international insurance and investment management company offering retirement, life insurance, non-life insurance, investment management and banking(in the Netherlands) to its customers across Europe and Japan. The IPO will comprise existing ordinary shares in NN Group, currently wholly owned by ING.
The intended IPO will consist solely of a secondary offering of a minority holding of NN Group’s existing ordinary shares currently held by ING Group to institutional and retail investors in the Netherlands and to certain institutional investors in various other jurisdictions.
ING will receive the net proceeds of the offering and will retain a significant majority holding in NN Group after its listing. ING will enter into customary lock-up arrangements with the underwriters in respect of the sale of its remaining NN Group shares, subject to certain customary exceptions.
The announcement is in line with ING’s previously announced objective to divest its insurance and investment management businesses and become a pure bank. ING intends to divest more than 50% of its shareholding in NN Group before 31st December 2015 and the remaining shares before 31st December 2016, in line with the timeline ING has agreed with the European Commission.
As previously announced, ING agreed with three Asian-based investment firms, RRJ Capital, Temasek and SeaTown, that they will participate in the IPO as anchor investors for an aggregate amount of E150m. The NN Group shares that these three anchor investors will acquire at the IPO offer price will not be subject to any lock-up. In addition, ING has issued mandatory exchangeable subordinated notes to these anchor investors for an aggregate amount of E1,125m. These notes will accrue a 4% coupon, and are mandatorily exchangeable into NN Group shares in three tranches. The first tranche (an aggregate amount of E450m) plus accrued interest will be mandatorily exchanged into NN Group shares upon the settlement of the IPO at a discount of 1.5% to the IPO offer price. These shares will be subject to a lock-up for six months.
Ralph Hamers, CEO of ING Group, comments "Today’s announcement signals the launch of the final major transaction in ING’s five year restructuring . With the IPO of NN Group, we will have substantially completed the repositioning of ING as a pure bank.
Today’s announcement signals the launch of the final major transaction in ING’s five year restructuring . With the IPO of NN Group, we will have substantially completed the repositioning of ING as a pure bank. For NN Group it is a pivotal step in the journey to become a standalone company. I congratulate NN Group with the progress they have made in preparing for their future and in establishing a compelling investment case with a clear roadmap for shareholder returns.”
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