OREANDA-NEWS.   ING today confirms the intention to proceed with the Initial Public Offering (IPO) and listing on Euronext Amsterdam of NN Group N.V., 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.

NN Group highlights

NN Group is a leading Dutch insurer with a strong European insurance and investment management footprint and an attractive Japanese business, including its main business lines Nationale-Nederlanden, ING Insurance Europe, ING Investment Management and ING Life Japan.
NN Group maintains a strong balance sheet under a conservative regulatory environment in the Netherlands.
NN Group’s experienced and diverse leadership team has a clear focus on earnings improvement and cash generation, strong cost control and delivering an excellent customer experience.
NN Group’s strategic objectives are to generate capital for its shareholders and improve earnings. Management aims to achieve these objectives through NN’s transformation programme in the Netherlands, profitable growth and operating leverage in other segments, and diligent management of its Japan Closed Block VA segment.
NN Group’s dividend policy is focused on returning cash to shareholders. NN Group intends to pay a dividend in relation to the second half of 2014 of EUR 175 million, payable in 2015. NN Group envisages a dividend pay-out policy from 2015 onwards, payable from 2016, of 40-50% of the net operating result from the ongoing business. In addition, capital generated in excess of NN Group’s capital ambition, which may change over time, is expected to be returned to shareholders, unless it can be used for any other appropriate corporate purpose, including investments in value creating corporate opportunities.
Offer highlights

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.
Today’s 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 31 December 2015 and the remaining shares before 31 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 EUR 150 million. 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 EUR 1,125 million. 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 EUR 450 million) 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.