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ING Group: ING to sell 40 million shares in NN Group



ING announced today its intention to sell 40 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 the transaction, NN
Group has stated its intention to repurchase NN Group ordinary shares from
ING Group for an aggregate amount of EUR 150 million. Following a successful
completion of the transaction, ING Group's stake in NN Group's outstanding
capital is expected to decrease to approximately 25.8% from its current

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 1 October 2015, although ING Group reserves
the right to close the book before then at short notice. The transaction is
expected to settle on 5 October 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 including a
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, are acting as
Joint Global Coordinators for the offering.


For further information on ING, please visitwww.ing.com. Frequent news updates
can be found in theNewsroomor via the@ING_newstwitter feed. Photos of ING
operations, buildings and its executives are available for download atFlickr.
Video is available onYouTube. Footage (B-roll) of ING is available
viavideobankonline.com, or can be requested by
emailinginfo@videobankonline.com. ING presentations are available

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 theApple Storeor for Android onGoogle Play.

| Press enquiries Investor enquiries |
| Diederik Heinink ING Group Investor Relations |
|+31 20 576 2847 +31 20 576 6396 |
| diederik.heinink@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
more than 52,000 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) ING's |
|implementation of the restructuring plan as agreed with the European |
|Commission, (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
shares that are to be sold in the announced offering (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

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 the financial institutions mandated by ING Group in the announced
offering (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

In the Netherlands the Placing Sh...

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