ING increases number of offer shares in NN Group IPO


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ING announces today that, in consultation with NN Group, it has increased the number of existing ordinary shares offered in the Initial Public Offering (IPO) of NN Group to 77 million, up from 70 million offer shares previously announced. The decision to increase the offer size is due to significant investor demand. ING expects to announce the offer price for the offer shares to be sold in the offering later today, after the close of trading on the New York Stock Exchange.

In accordance with this increase of the number of offer shares, the number of additional ordinary shares covered by the over-allotment option has increased to up to approximately 11.6 million additional ordinary shares, representing up to 15% of the revised total number of offer shares.

NN Group shares are expected to be listed and start trading on Euronext Amsterdam at 09.00 hours (CET) on 2 July 2014 (on an if-and-when-delivered basis) under the listing name 'NN Group' and the symbol 'NN'. Allocation of the offer shares is expected to take place on 2 July 2014. The settlement date and the start of unconditional trading are expected to take place on 7 July 2014.

For more information about NN Group and the IPO we refer to the press release dated 16 June 2014 announcing the price range for the shares offered in the IPO of NN Group. We also refer to the prospectus dated 17 June 2014, copies of which may, subject to securities law restrictions in certain jurisdictions, be obtained at no cost from NN Group's head office during normal business hours. Alternatively, the prospectus can be downloaded from NN Group's website at www.nn-group.com. This prospectus can also be found on the website of the AFM at www.afm.nl (Dutch residents only). In addition, a copy of the prospectus may be obtained free of charge by sending a request in writing or by email to ING Bank N.V. as Listing Agent: ING Bank N.V., Attn,: Paying Agency Services, Location code AMP L02.007, Amsterdamse Poort, Bijlmerplein 888, 1102 MG Amsterdam, the Netherlands, email iss.pas@ing.nl.

J.P. Morgan, Morgan Stanley, ING Bank and Deutsche Bank are acting as joint global co-ordinators for the IPO. BNP Paribas, Citigroup, Commerzbank, Credit Suisse and Nomura as well as the joint global coordinators are acting as the joint bookrunners for the IPO. ABN Amro, HSBC and RBC Capital Markets are the joint lead managers, and Keefe, Bruyette & Woods and Rabobank International are the senior co-lead managers for the IPO. BBVA, Erste Group, KBC Securities, Mediobanca, Natixis, Raiffeisen Centrobank and UniCredit are the co-lead managers for the IPO.


NN Group shares to start trading on Euronext Amsterdam on 2 July 2014
IPO results in approx. EUR 1.5 billion in gross proceeds for ING
ING's ownership of NN Group reduced to 71.4%, including exchange of first tranche of subordinated notes into NN Group shares and excluding exercise of over-allotment option
Offer price values NN Group at EUR 7.0 billion
ING is selling 77 million ordinary shares in the Initial Public Offering (IPO) of NN Group at an offer price of EUR 20.00 per share, resulting in approximately EUR 1.5 billion in gross proceeds for ING. Including the exchange into NN Group shares of EUR 450 million of mandatorily subordinated notes and excluding the exercise of the over-allotment option, gross proceeds to ING at settlement of the IPO amount to approximately EUR 2.0 billion. ING intends to use the net proceeds of the offering to reduce ING's double leverage.

Based on 350 million NN Group shares outstanding at settlement of the IPO, the offer price implies a total market capitalisation for NN Group of EUR 7.0 billion. Of the offered shares, approximately 94.8% was allocated to Dutch and international institutional investors and approximately 5.2% to retail investors in the Netherlands.

NN Group shares are expected to be listed and start trading on Euronext Amsterdam at 09:00 hours (CET) on 2 July 2014 (on an if-and-when-delivered basis) under the listing name "NN Group" and the symbol 'NN'. The settlement date and the start of unconditional trading are expected to take place on 7 July 2014.

As announced on 30 April 2014, ING secured pre-IPO investments for an aggregate sum of EUR 1.275 billion from three investment firms. This amount consisted of a participation in the IPO as anchor investors for an aggregate sum of EUR 150 million, and the sale of EUR 1.125 billion of subordinated notes mandatorily exchangeable by ING into NN Group shares in three tranches. The first tranche of an aggregate amount of EUR 450 million plus accrued interest will be exchanged into NN Group shares at settlement of the IPO at EUR 19.70 per share (a 1.5% discount to the final offer price). The remaining two tranches, each for an aggregate amount of EUR 337.5 million, will be mandatorily exchanged into NN Group shares from 2015 onwards, at terms previously disclosed on 30 April 2014.

The sale of 77 million shares in the IPO and the exchange of the EUR 450 million subordinated notes into NN Group shares reduces ING's ownership in NN Group to 71.4% at the settlement of the IPO. ING has granted the joint global coordinators, on behalf of the underwriters, an over-allotment option to purchase up to approximately 11.6 million additional shares in NN Group (up to 15% of the offer shares) at the offer price. The over-allotment option can be exercised until 30 days after the first trading date. If this option is fully exercised, ING's ownership in NN Group will be further reduced to 68.1%.

Following the IPO, ING intends to reduce its shareholding in NN Group to below 50% before 31 December 2015 and divest the remaining stake before 31 December 2016, in an orderly manner and in line with the timeline ING has agreed with the European Commission. ING retains full flexibility in the way it may execute the divestment of the remaining stake in NN Group post IPO, subject to certain lock-up arrangements agreed with the underwriters.

Upon completion of the transaction announced today, NN Group will continue to be consolidated by ING. Upon completion, and excluding the over-allotment option, this offering will have an estimated negative impact of approximately EUR 3.4 billion on the shareholders' equity of ING Group. This impact, which will be recorded in ING Group's Third Quarter 2014 Results, is the sum of three elements:

EUR 1.9 billion, being the difference between the net proceeds of this offering to ING and the IFRS book value of the 22.0% stake in NN Group divested through this offering at IPO;
EUR 0.6 billion, being the difference between the market value of the NN Group shares exchanged for the first tranche of mandatorily exchangeable subordinated notes, and the IFRS book value of these shares; and
EUR 0.9 billion, being a provision against equity that reflects the difference between the market value of the NN Group shares to be exchanged for the second and third tranches of mandatorily exchangeable notes, and the IFRS book value of these shares.
The impacts described above are an approximation based on the offer price and the book value as at 31 March 2014 adjusted for EUR 850 million capital injected into NN Group, as announced on 7 May 2014. The actual amount of any impact on the shareholders' equity of ING Group may differ and will depend on the IFRS book value of the NN Group shares at the settlement date of the IPO.

In connection with the pricing of the IPO, a pricing statement has been deposited with the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten; AFM) and is electronically available on the website of NN Group (www.nn-group.com) and on the website of Euronext Amsterdam N.V. (www.euronext.com). Printed copies are available at the registered office of NN Group.

NN Group and ING and their affiliates have agreed certain lock-up arrangements with the underwriters, effective until 3 January 2015, subject to certain exceptions. The anchor investors - RRJ Capital, Temasek and SeaTown - have agreed to a lock-up on the shares that they will receive as a result of the exchange into NN Group shares of the first tranche of mandatorily exchangeable subordinated notes. This lock-up period is effective until 16 February 2015.

More information about NN Group and the IPO is available in the prospectus dated 17 June 2014, copies of which may, subject to securities law restrictions in certain jurisdictions, be obtained at no cost from NN Group's head office during normal business hours. Alternatively, the prospectus can be downloaded from NN Group's website at www.nn-group.com. This prospectus can also be found on the website of the AFM at www.afm.nl (Dutch residents only). In addition, a copy of the prospectus may be obtained free of charge by sending a request in writing or by email to ING Bank N.V. as Listing Agent: ING Bank N.V., Attn,: Paying Agency Services, Location code AMP L02.007, Amsterdamse Poort, Bijlmerplein 888, 1102 MG Amsterdam, the Netherlands, email iss.pas@ing.nl.

J.P. Morgan, Morgan Stanley, ING Bank and Deutsche Bank are acting as joint global co-ordinators for the IPO. BNP Paribas, Citigroup, Commerzbank, Credit Suisse and Nomura as well as the joint global coordinators are acting as the joint bookrunners for the IPO. ABN Amro, HSBC and RBC Capital Markets are the joint lead managers, and Keefe, Bruyette & Woods and Rabobank International are the senior co-lead managers for the IPO. BBVA, Erste Group, KBC Securities, Mediobanca, Natixis, Raiffeisen Centrobank and UniCredit are the co-lead managers for the IPO.

Debut of NN Group on Euronext Amsterdam is milestone in restructuring of ING Group


NOT FOR PUBLICATION OR DISTRIBUTION IN CANADA, JAPAN OR ANY OTHER
JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.







Today, NN Group shares were listed and started trading on Euronext Amsterdam. The listing is the result of an Initial Public Offering (IPO) that marks the start of the last major divestment process in ING's restructuring. At the settlement of the IPO, and including the exchange into NN Group shares of EUR 450 million of mandatorily exchangeable subordinated notes, ING's shareholding in NN Group will have been reduced to 71.4%.

ING has kept momentum since it embarked on a restructuring in 2009, selling insurance businesses from Mexico to Hong Kong. During this period, ING also generated sufficient capital to repay the Dutch State EUR 12.5 billion, including EUR 9.3 billion in principal, for EUR 10 billion of support received in 2008. ING simultaneously strengthened the overall balance sheet of the Bank and established a solid financial basis for the Bank's future growth.

As announced earlier, ING intends to use the proceeds of the insurance divestments for the elimination of ING Group's double leverage. The combined proceeds of the NN Group IPO (excluding the exercise of the over-allotment option), the EUR 450 million of cash corresponding to the first tranche of subordinated notes that will be exchanged into NN Group shares, and the sale of the remaining stake in SulAmérica SA (announced on 27 June 2014), will further reduce ING Group's First Quarter 2014 double leverage to approximately EUR 2.6 billion on a pro-forma basis and corrected for EUR 850 million capital injected into NN Group. The current market value of the remaining stakes in U.S. insurer Voya Financial, Inc. and NN Group N.V. eliminates the double leverage and leads to a pro forma excess value of approximately EUR 5.4 billion.

"After the IPO of NN Group, we are well into the end phase of our restructuring, which includes the last repayment of approximately EUR 1 billion to the Dutch State and the divestment of the remaining stakes we have in two successfully publicly listed insurance companies - Voya and NN Group," Hamers said. "I'm grateful for the continued support of our customers, employees, shareholders, regulators, the Dutch State and other stakeholders as we complete this transition. Our focus for ING Bank going forward is to further execute on our Think Forward strategy, strengthening our position as a European banking leader, creating a differentiating customer experience and empowering our customers to stay a step ahead in life and in business."

As announced, the settlement of the NN Group IPO and the start of unconditional trading of the NN Group shares are expected on 7 July 2014. ING has granted the joint global coordinators, on behalf of the underwriters, an over-allotment option to purchase up to approximately 11.6 million additional shares in NN Group (up to 15% of the offer shares) at the offer price. The over-allotment option can be exercised until 30 days after today. If this option is fully exercised, ING's ownership in NN Group will be further reduced to 68.1%. ING intends to divest its remaining stakes in NN Group and Voya in an orderly manner and ultimately by year end-2016.

This morning, allocation of the offer shares took place in the IPO of NN Group. As part of this process, the anchor investors RRJ Capital, Temasek and SeaTown were allocated a further EUR 140 million in offer shares of which EUR 85 million to RRJ, EUR 50 million to Temasek and EUR 5 million to SeaTown.

More information about NN Group and the IPO is available in the prospectus dated 17 June 2014, copies of which may, subject to securities law restrictions in certain jurisdictions, be obtained at no cost from NN Group's head office during normal business hours. Alternatively, the prospectus can be downloaded from NN Group's website at www.nn-group.com. This prospectus can also be found on the website of the AFM at www.afm.nl (Dutch residents only). In addition, a copy of the prospectus may be obtained free of charge by sending a request in writing or by email to ING Bank N.V. as Listing Agent: ING Bank N.V., Attn,: Paying Agency Services, Location code AMP L02.007, Amsterdamse Poort, Bijlmerplein 888, 1102 MG Amsterdam, the Netherlands, email iss.pas@ing.nl