NN Group issues 8,749,237 ordinary shares in exchange for all Delta Lloyd preference shares A and the subordinated loan held by Fonds NutsOhra

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Overig advies 24/04/2017 13:38
This is a joint press release by NN Group N.V. ('NN Group') and Delta Lloyd N.V. ('Delta Lloyd'), pursuant to the provisions of Section 4 Paragraph 3 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the 'Decree') in connection with the recommended public offer by NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group (the 'Offeror'), for all the issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares').This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. An offer is made only by means of the 'Offer Memorandum', dated 2 February 2017, and subject to the restrictions set forth therein. Terms not defined in this press release will have the meaning given thereto in the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada or Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.

NN Group issues 8,749,237 ordinary shares in exchange for all Delta Lloyd preference shares A and the subordinated loan held by Fonds NutsOhra

Reference is made to the joint press release by NN Group and Delta Lloyd dated 2 February 2017 regarding the publication of the Offer Memorandum for the recommended public cash offer by the Offeror, to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd to acquire their Shares at a price of EUR 5.40 (cum dividend) in cash for each Share (the 'Offer'). Further reference is made to the joint press release dated 7 April 2017 on the results of the Offer Period and in which the Offer was declared unconditional, the joint press release dated 10 April 2017 in which NN Group announced that it reached an agreement with Stichting Fonds NutsOhra ('Fonds NutsOhra') to exchange all Delta Lloyd preference shares A and the subordinated loan held by Fonds NutsOhra for ordinary shares in the capital of NN Group, the joint press release dated 12 April 2017 regarding the settlement of the Shares tendered during the Offer Period and the joint press release dated 21 April 2017 regarding the results of the Post Closing Acceptance Period.

NN Group and Delta Lloyd jointly announce that today, NN Group issued 8,749,237 ordinary shares to Fonds NutsOhra representing an aggregate value of EUR 255 million, in exchange for the preference shares A in the capital of Delta Lloyd held by Fonds NutsOhra (100% of the issued and outstanding preference shares A in the capital of Delta Lloyd), and the perpetual subordinated loan provided to Delta Lloyd.

Following the issuance of the 8,749,237 NN Group ordinary shares, the total number of NN Group ordinary shares issued is 343,600,608, and the total number of NN Group ordinary shares outstanding (net of 13,819,925 treasury shares as per 21 April 2017) is 329,780,683.

Following this issuance and settlement of the Shares tendered during the Post Closing Acceptance Period as announced on 21 April 2017, NN Group will (indirectly) hold 425,070,160 ordinary shares and 10,021,495 preference shares A in the capital of Delta Lloyd, representing approximately (i) 93.3% of the issued and outstanding ordinary shares in the capital of Delta Lloyd, (ii) 100% of the issued and outstanding preference shares A in the capital of Delta Lloyd, (iii) 93.4% of the aggregate number of issued and outstanding ordinary shares and preference shares A in the capital of Delta Lloyd, and (iv) 92.3% of the aggregate number of issued ordinary shares and preference shares A (i.e. including ordinary shares held by Delta Lloyd in its own share capital) in the capital of Delta Lloyd.

Announcements
Any further announcements in relation to the Offer will be issued by press release and, to the extent required, made public in Belgium by means of a supplement to the Offer Memorandum, in accordance with Article 17 of the Belgian Law on public takeover bids of 1 April 2007. Any press release issued by NN Group will be made available on NN Group's website (www.nn-group.com) and any press release issued by Delta Lloyd will be made available on Delta Lloyd's website (www.deltalloyd.com). Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described in the Offer Memorandum.

Offer Memorandum, Position Statement and further information

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement dated 2 February 2017.

Digital copies of the Offer Memorandum are available on the websites of Delta Lloyd (www.deltalloyd.com) and NN Group (www.nn-group.com). Copies of the Offer Memorandum are also available free of charge at the offices of Delta Lloyd and the Settlement Agent at the addresses mentioned below. A digital copy of the Position Statement is available on the website of Delta Lloyd (www.deltalloyd.com).

Delta Lloyd
Delta Lloyd N.V.
Amstelplein 6
1096 BC Amsterdam




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