Results of Delta Lloyd's Rights Offering and Commencement of Rump Offering

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Overig advies 08/04/2016 08:36
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Strong investor support for rights issue
Subscription period of Delta Lloyd's €650 million rights issue ended yesterday
218,813,777 new ordinary shares subscribed for through the exercise of Rights, representing a take up of 96.15% in the Rights Offering
Rump Offering of 8,754,166 new ordinary shares commences today with immediate effect

Delta Lloyd N.V. ("Delta Lloyd") announces that, in connection with its €650 million rights issue (the "Offering") of an aggregate of 227,567,943 new ordinary shares with a nominal value of €0.20 each (the "Offer Shares") at an issue price of €2.85 per Offer Share (the "Issue Price"), it received subscriptions for 218,813,777 Offer Shares through the valid exercise of transferable subscription rights (the "Rights") by eligible holders of such Rights ("Eligible Persons"). This represents a take-up of approximately 96.15% of the aggregate Offer Shares offered in the Offering. The exercise period for the Rights (the "Exercise Period") ended yesterday, 7 April 2016, at 14:00 CET.

Rump Offering
Today, the 8,754,166 Offer Shares that were issuable upon the exercise of Rights, but were not subscribed for during the Exercise Period (the "Rump Shares") will be offered for sale by Goldman Sachs International, Merrill Lynch International and Barclays Bank PLC (the "Joint Bookrunners") on behalf of the syndicate of banks that led the Offering (collectively, the "Banks") by way of private placements to institutional 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), in accordance with the terms and conditions set out in an underwriting agreement between Delta Lloyd and the Banks dated 23 March 2016 (the "Underwriting Agreement") and as set out in the prospectus for the Offering dated 23 March 2016 (the "Prospectus") (the "Rump Offering").

The Joint Bookrunners shall, subject to the satisfaction of conditions contained in, and on the terms of, the Underwriting Agreement, use their reasonable endeavours to procure subscribers for the Rump Shares. In accordance with the terms, and subject to the conditions 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, pro rata to their respective underwriting commitments at the Issue Price.

The Rump Offering will commence with immediate effect and is expected to end at short notice but at the latest before 17:40 CET today.

Upon the completion of the 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 the aggregate Issue Price for such Rump Shares (such amount, the "Excess Amount"), this Excess Amount will, subject to certain conditions, 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, but only if that amount is equal to or exceeds €0.01 per unexercised Right.

Delta Lloyd cannot guarantee that the Rump Offering will be successfully completed. Should the Rump Offering take place, neither Delta Lloyd, the Banks nor any person procuring buyers of Rump Shares will be responsible for any lack of Excess Amount arising from any placement of the Rump Shares in the Rump Offering. Allotment of Offer Shares issued pursuant to the Offering is expected to take place immediately after closing of the Rump Offering. Issuance of, payment for and delivery of the Offer Shares is expected to occur on 11 April 2016.

Delta Lloyd expects that the Offer Shares will be listed, and that trading in the Offer Shares will commence, on Euronext Amsterdam and Euronext Brussels at 09:00 CET on or about 11 April 2016, barring unforeseen circumstances.

Additional information
For more information on the Offering and Delta Lloyd, see the Prospectus dated 23 March 2016 (the "Prospectus") as approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM"). Copies (in print) of the Prospectus may be obtained by Eligible Persons at no cost at Delta Lloyd's head office. Alternatively, the Prospectus can also be accessed by Eligible Persons electronically on the website of Delta Lloyd at www.deltalloyd.com


Completion of Delta Lloyd rump offering


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Delta Lloyd N.V. ("Delta Lloyd") announces, in connection with its €650 million rights issue (the "Offering") of an aggregate of 227,567,943 new ordinary shares with a nominal value of € 0.20 each (the "Offer Shares"), the pricing and placement of the 8,754,166 Offer Shares that were issuable upon the exercise of transferable subscription entitlements ("Rights") but were not validly subscribed for during the exercise period that ended yesterday at 14:00 CET (the "Rump Shares"). Reference is made to today's press release regarding the take up of 96.15% of the aggregate Offer Shares through the exercised Rights and the subsequent offering of the Rump Shares (the "Rump Offering").

This morning, 8,754,166 Rump Shares were sold by way of private placements to eligible institutional and professional investors in the Netherlands, Belgium and certain other eligible jurisdictions at a price of € 4.10 per Rump Share. Goldman Sachs International, Barclays Bank PLC and Merrill Lynch International (the "Joint Bookrunners") led the Rump Offering.

Excess Amount, Closing and Settlement
The aggregate proceeds for the Rump Shares sold in the Rump Offering exceeded the aggregate issue price for such Rump Shares by € 1.25 per Rump Share (such amount, the "Excess Amount"). No selling expenses were deducted when determining the Excess Amount. Accordingly, each holder of a Right that was not exercised at the end of the exercise period will be entitled to receive € 1.25 in cash, for each unexercised Right reflected in such holder's securities account (the "Unexercised Rights Payment").

The Unexercised Rights Payments will be distributed as soon as practicable after the settlement date on 11 April 2016 (the "Settlement Date") and will be credited to those holders through the facilities of Euroclear Nederland. Payments will be made in euro only, without interest and after withholding of any applicable taxes.

Trading of the Offer Shares is expected to commence on Euronext Amsterdam and Euronext Brussels at 9:00 CET on or about 11 April 2016, barring unforeseen circumstances.

Upon settlement, the number of Delta Lloyd ordinary shares outstanding will be 455,135,886.



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