Delta Lloyd announces the terms of its EUR 650 million rights issue

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Overig advies 23/03/2016 08:26
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Delta Lloyd N.V. ('Delta Lloyd') announces the terms of its approximately EUR 650 million rights issue, which was announced on 24 February 2016 (the 'Offering'), following the adoption of enabling resolutions by an Extraordinary General Meeting of Shareholders ('EGM') on 16 March 2016.

One for one rights issue of 227,567,943 new ordinary shares of Delta Lloyd at a subscription price of EUR 2.85 per new ordinary share, leading to approximately EUR 648.6 million gross proceeds.
Subscription price represents a 35.8% discount to the theoretical ex-rights price ('TERP'), based on the closing price of Delta Lloyd ordinary shares on Euronext in Amsterdam on 21 March 2016.
Record date for allocation of rights is set at 23 March 2016 at 17:40 CET, immediately after the closing of trading of Delta Lloyd shares on Euronext in Amsterdam and Euronext in Brussels.
Rights will be credited to clearing systems and to the accounts of shareholders directly registered in Delta Lloyd's share registers on 23 March 2016.
Rights exercise periods run from 09.00 CET on 24 March 2016, until 14:00 CET on 7 April 2016.
Rump Offering (if any) is expect to take place 7/8 April 2016

Further details on the Offering are provided in the Prospectus that is available to eligible persons on the corporate website of Delta Lloyd from today.

The Offering is underwritten, subject to customary conditions, by a syndicate of banks led by Goldman Sachs International acting as Sole Global Coordinator and Joint Bookrunner, as well as BofA Merrill Lynch and Barclays, acting as Joint Bookrunners. ABN AMRO and Rabobank are acting as Joint Co- Manager.

The Offering is a critical component of Delta Lloyd's capital plan and the receipt of its gross proceeds is expected to add approximately 25% points to Delta Lloyd's Solvency II standard formula ratio. Delta Lloyd intends to use the net proceeds of the Offering to strengthen its capital base, thereby supporting its financial position and the execution of its strategy as it transitions into the new Solvency II regime, which became effective on 1 January 2016.

Delta Lloyd expects the net proceeds of the Offering, together with funds received by Delta Lloyd from the intended sale of Van Lanschot and working capital optimisation, will give it a cash buffer to better position it to be able to pay cash dividends and recapitalise other parts of the group as needed (the ability to provide such support underpins the ability to recognise loss absorbing capacity of deferred taxes ('LAC DT') in Delta Lloyd's Solvency II standard formula ratio). In addition, Delta Lloyd expects the net proceeds of the Offering to reduce its reliance on its commercial paper programme and to enable it to repay long term debt, potentially including subordinated debt, as it decides desirable in the future. Delta Lloyd targets a cash buffer of 150% of its estimated annual finance and operational expenses, target dividend payout amount, group recapitalisation reserve and LAC DT recovery plan.

Terms of the rights issue
The following details are subject to the more detailed terms of the Offering that are set out in the Prospectus, which is available as of today, 23 March 2016.

Issue Price
Further to its press releases of 30 November 2015, 1 February 2016, 24 February 2016 and 16 March 2016, Delta Lloyd today announced its one for one rights issue of 227,567,943 new ordinary shares with a nominal value of EUR 0.20 (the "Offer Shares") at an issue price of EUR 2.85 per Offer Share (the "Issue Price") through the granting of transferable subscription rights ("Rights") to holders of ordinary shares in Delta Lloyd's issued and outstanding share capital pro rata to their shareholdings. The statutory pre-emptive rights (wettelijke voorkeursrechten) of existing shareholders have been excluded with respect to the Offering. The Issue Price represents a discount of 35.8% to the theoretical ex-rights price ("TERP"), based on the closing price of EUR 6.03 of ordinary shares on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam") on 21 March 2016.

Record Date and Exercise Period
Each ordinary share held today, 23 March 2016, at 17.40, Central European Time (or, when applicable, Central European Summer Time, "CET"), (the "Record Date") will entitle its holder to one Right. Eligible persons, as set out in the Prospectus, holding Rights (each an "Eligible Person") will be entitled to subscribe for one Offer Share for every one Right that they hold.

Eligible Persons may subscribe for Offer Shares through the exercise of Rights from 9.00 CET on 24 March 2016 until 14:00 CET on 7 April 2016 (the "Exercise Period"). The last date and/or time before which notification of exercise instructions may be validly given may be earlier, depending on the financial institution through which the Rights are held. Rights can only be exercised in multiples of 1. No fractions of Offer Shares will be issued. Except as otherwise set out in the Prospectus, once an Eligible Person has exercised his Rights, he may not revoke or modify that exercise. Any Rights that have not been exercised by the end of the Exercise Period, will expire and can no longer be exercised. Shareholders who transfer, or who do not, or are not permitted to, exercise any of their Rights granted under the Offering will suffer a dilution of their proportionate ownership and voting rights caused by the issue of the Offer Shares.

Listing of and trading in Rights
Application has been made to admit the Rights to trading on Euronext in Amsterdam and on Euronext in Brussels, the regulated market operated by Euronext Brussels SA/NV ("Euronext Brussels"). Trading in the Rights is expected to commence on Euronext in Amsterdam and Euronext in Brussels (under the symbol DLRI, ISIN NL0011784020) at 9.00 CET on 24 March 2016, and will continue until 17.40 CET on 6 April 2016.

Rump Offering
After the Exercise Period has ended, any Offer Shares that were issuable upon the exercise of Rights but have not been subscribed for during the Exercise Period (the "Rump Shares") will be offered for sale by the Joint Bookrunners by way of private placements to institutional and professional investors in The Netherlands and certain other eligible jurisdictions at a price at least equal to the Issue Price and any expenses related to procuring such subscribers (including any value added tax, if any) (the "Rump Offering"). The Rump Offering, if any, is expected to be completed by on or about 8 April 2016.

Upon completion of a potential Rump Offering, if the aggregate proceeds for the Rump Shares offered and sold in the Rump Offering, after deduction of selling expenses related to procuring such subscribers (including any value added tax) exceed EUR 0.01 per unexercised Right, the excess amount will be paid as follows: each holder of a Right that was not exercised at the end of the Exercise Period will be entitled to receive a part of the excess amount in cash, proportional to the number of unexercised Rights reflected in such holder's securities account.

Subject to the terms of the underwriting agreement, the Banks have agreed to subscribe themselves for any Offer Shares or Rump Shares validly subscribed for during the Exercise Period or in the Rump Offering, respectively, but not paid for, and any Rump Shares not validly subscribed for in the Rump Offering.

Timetable
Subject to acceleration or extension of the timetable for the Offering and barring unforeseen circumstances, the timetable below sets forth certain expected key dates for the Offering.

Event Time and Date
Record Date
17.40 CET on 23 March 2016

Start of ex-Rights trading in the ordinary shares
9.00 CET on 24 March 2016

Start of Exercise Period
9.00 CET on 24 March 2016

Start of trading in the Rights
9.00 CET on 24 March 2016

End of trading in the Rights
17.40 CET on 6 April 2016

End of Exercise Period
14.00 CET on 7 April 2016

Start of Rump Offering
Expected 7 April 2016

End of Rump Offering
Expected 8 April 2016

Settlement Date
11 April 2016

Listing of, and start of trading in, the Offer Shares
9.00 CET on 11 April 2016


Conditions to the Offering
The closing of the Offering is conditional upon the fulfilment of a number of conditions precedent as set out in the Prospectus under "Plan of Distribution".

General
Delta Lloyd is not taking any action to permit a public offering of the Rights or the Offer Shares in any jurisdiction outside The Netherlands and Belgium. The Rights will be granted and the Offer Shares will be offered only in those jurisdictions in which, and only to those persons to whom, granting of the rights and offers and sales of the Offer Shares (pursuant to the exercise of Rights or otherwise) may lawfully be made. The Rights and the Offer Shares have not been and will not be registered under the U.S. Securities Act of 1993 (the "Securities Act"), and may not be offered or sold within the United States.

Additional information
For more information on the Offering and Delta Lloyd, reference is made to the Prospectus dated 23 March 2016, as approved by the AFM. Copies (in print) of this Prospectus and any supplement to this Prospectus (if any) may be obtained by Eligible Persons at no cost from the date of this Prospectus at Delta Lloyd's head office. Alternatively, this Prospectus can also be accessed by Eligible Persons electronically on the website of Delta Lloyd at www.deltalloyd.com.

Disclaimer
Certain statements contained in this press release that are not historical facts are "forward-looking statements". Forward-looking statements are typically identified by the use of forward looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes", "anticipates", "annualised", "goal", "target" or "aim" or the negative thereof ... etc. etc..

Delta Lloyd publiceert Annual Review 2015
Vandaag publiceert Delta Lloyd haar Annual Review 2015. In de Annual Review wordt een gedetailleerd, geïntegreerd overzicht van onze financiële en niet-financiële resultaten in 2015 gegeven, alsook diepgaande informatie verschaft over onze strategie "Dichter bij de klant" en hoe wij deze strategie in de praktijk brengen om een duurzaam verschil voor de samenleving te maken. De Annual Review bevat elementen van de verslaggevingsrichtlijnen van de International Integrated Reporting Council (IIRC).

De publicatie van het Annual Report op 24 februari 2016 viel samen met de bekendmaking van onze jaarresultaten over 2015. Zowel het Annual Report 2015 als de Annual Review 2015 zijn beschikbaar op www.deltalloyd.com en kunnen worden gedownload als afzonderlijke pdf's of online worden geraadpleegd als één geïntegreerd document. Beide rapporten samen geven onze klanten, beleggers, medewerkers en de samenleving een compleet overzicht van de gang van zaken binnen Delta Lloyd in 2015 en onze toekomstvisie.

De rapporten worden in de Engelse taal gepubliceerd. Een Nederlandse samenvatting van de Annual Review is vanaf 8 april 2016 online beschikbaar op onze website.

tijd 09.06
De Midcap 675,01 +1,54 +0,23% Delta Lloyd EUR 5,819 -7ct vol. 315.000





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