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News Article | May 8, 2017
Site: globenewswire.com

This is a joint press release by NN Group N.V. ('NN Group') and Delta Lloyd N.V. ('Delta Lloyd'). This announcement is exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. This information does not constitute an offer, or an invitation to purchase, securities of Delta Lloyd or NN Group in the United States or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions. Neither Delta Lloyd's nor NN Group's securities have been nor will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States. 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 and Delta Lloyd take next step in Legal Merger preparations Reference is made to the joint press release by NN Group and Delta Lloyd dated 21 April 2017 regarding the results of the post closing acceptance period (na-aanmeldingstermijn) relating to the recommended public cash offer by NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group ('NN Group Bidco'), to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') and to the continuing  preparations of the triangular legal merger of Delta Lloyd into NN Group Bidco, whereby remaining holders of Shares will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger'). NN Group and Delta Lloyd jointly announce that in connection with the preparations of the Legal Merger, today 8 May 2017, ABN AMRO Bank N.V. ('ABN AMRO'), in its capacity as Exchange Agent, will issue an addendum (the 'Addendum') to the technical information memorandum of 2 February 2017 ('TIM') to provide members admitted to Euronext in Amsterdam and Brussels ('Members') and institutions admitted to Euroclear Nederland ('Admitted Institutions') (the Members and the Admitted Institutions together referred to as 'Financial Intermediaries') with certain administrative and technical guidelines in relation to the Legal Merger, including details and procedures that Financial Intermediaries should follow to enable their clients, if eligible, to receive their NN Group Shares under the Legal Merger. NN Group and Delta Lloyd will continue the preparations of the Legal Merger. The Legal Merger is anticipated to be completed ultimately on 3 August 2017. To the extent permissible under applicable law or regulation, NN Group or its brokers (acting as agents for NN Group) may from time to time after the date hereof directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on the website of NN Group. In addition, financial advisors to NN Group may also engage in ordinary course trading activities in securities of Delta Lloyd, which may include purchases or arrangements to purchase such securities. NN Group profile NN Group is an international insurance and asset management company, active in 18 countries, with a strong presence in a number of European countries and Japan. With around 11,500 employees the group offers retirement services, insurance, investments and banking to more than 15 million customers. NN Group includes Nationale-Nederlanden, NN and NN Investment Partners. NN Group is listed on Euronext Amsterdam (NN). Delta Lloyd profile Delta Lloyd offers products and services in insurance, pensions, investment and banking, serving 4.2 million commercial and retail clients in The Netherlands and Belgium. Our four brands are Delta Lloyd, ABN AMRO Insurance, BeFrank and OHRA. Delta Lloyd is listed on Euronext Amsterdam and Brussels, and included in the DJSI World and DJSI Europe. Restrictions The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NN Group and Delta Lloyd disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither NN Group, nor Delta Lloyd nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any shareholder who is in any doubt as to its position should consult an appropriate professional advisor without delay. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. Forward-looking statements Certain statements in this press release may be considered "forward-looking statements", such as statements relating to the expected timing and completion of the Legal Merger. Forward-looking statements include those preceded by, followed by or that include the words may, anticipated, expected or similar expressions. These forward-looking statements speak only as of the date of this press release. Each of NN Group, NN Group Bidco and Delta Lloyd, and any of their respective affiliates, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions. Nevertheless, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the NN Group's, NN Group Bidco's and Delta Lloyd's control, that could cause actual results to differ materially from historical experience or those results expressed or implied in these forward-looking statements. Each of NN Group, NN Group Bidco and Delta Lloyd expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based except as required by applicable laws and regulations or by any competent regulatory authority.


News Article | May 31, 2017
Site: globenewswire.com

This is a joint press release by NN Group N.V. ('NN Group') and Delta Lloyd N.V. ('Delta Lloyd'). This announcement is exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. This information does not constitute an offer, or an invitation to purchase, securities of Delta Lloyd or NN Group in the United States or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions. Neither Delta Lloyd's nor NN Group's securities have been nor will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States. 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. Reference is made to the joint press release by NN Group and Delta Lloyd dated 30 May 2017 regarding the decision to establish the Legal Merger and announcing the last trading day of the Delta Lloyd shares. NN Group and Delta Lloyd jointly announce that, earlier today, the notarial deed was executed to establish the triangular legal merger of Delta Lloyd into NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group ('NN Group Bidco'), whereby remaining holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') (other than NN Group and its subsidiaries in the meaning of article 2:24a Dutch Civil Code) will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger'). In accordance with the Legal Merger proposal, in exchange for each Share, the owner of such Share will receive 0.1662 NN Group Share, being equal to the offer price of EUR 5.40 per Share, offered pursuant to the recommended public cash offer by NN Group Bidco to all holders of Shares, divided by yesterday's NN Group volume-weighted average stock price of EUR 32.4946 ('Exchange Ratio'). On 31 May 2017, 30,505,233 Shares are not directly or indirectly held by NN Group. Consequently, 5,069,969 new NN Group Shares will be allotted on 1 June 2017. As previously announced, the NN Group Shares to be allotted pursuant to the Legal Merger will not be repurchased. The settlement of the new NN Group Shares will take place on 5 June 2017. Any remaining fractions of NN Group Shares will be paid in cash in accordance with the contractual arrangements between the relevant holders of Shares and their financial intermediary. Any NN Group Shares received pursuant to the Legal Merger have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), and therefore may not be distributed, sold or transferred in the absence of registration or an exemption from the registration requirements of the U.S. Securities Act. Any holders of Shares located in the United States have been requested to make certain representations, warranties and undertakings in respect of their status as "qualified institutional buyers" within the meaning of Rule 144A under the U.S. Securities Act (the 'QIB Confirmations') in order to receive the NN Group Shares on completion of the Legal Merger. If a beneficiary to Shares located in the United States was unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such Shares are held, any NN Group Shares allotted to such person will instead be transferred to a nominee, and such NN Group Shares will be sold on his, her or its behalf with the proceeds being remitted to such person within five (5) days of the completion of the Legal Merger. The Legal Merger will become effective and Delta Lloyd will cease to exist on 1 June 2017. As a consequence, 31 May 2017 will be the last trading day of the Shares. The annual general meeting of shareholders of Delta Lloyd scheduled on 7 June 2017 is cancelled. NN Group profile NN Group is an international insurance and asset management company, active in 18 countries, with a strong presence in a number of European countries and Japan. With around 11,500 employees the group offers retirement services, insurance, investments and banking to more than 15 million customers. NN Group includes Nationale-Nederlanden, NN and NN Investment Partners. NN Group is listed on Euronext Amsterdam (NN). Delta Lloyd profile Delta Lloyd offers products and services in insurance, pensions, investment and banking, serving 4.2 million commercial and retail clients in The Netherlands and Belgium. Our four brands are Delta Lloyd, ABN AMRO Insurance, BeFrank and OHRA. Delta Lloyd is listed on Euronext Amsterdam and Brussels, and included in the DJSI World and DJSI Europe. Restrictions The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NN Group and Delta Lloyd disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither NN Group, nor Delta Lloyd nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any shareholder who is in any doubt as to its position should consult an appropriate professional advisor without delay. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. Forward-looking statements Certain statements in this press release may be considered "forward-looking statements". Forward-looking statements include those preceded by, followed by or that include the words may, anticipated, expected or similar expressions. These forward-looking statements speak only as of the date of this press release. Each of NN Group, NN Group Bidco and Delta Lloyd, and any of their respective affiliates, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions. Nevertheless, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the NN Group's, NN Group Bidco's and Delta Lloyd's control, that could cause actual results to differ materially from historical experience or those results expressed or implied in these forward-looking statements. Each of NN Group, NN Group Bidco and Delta Lloyd expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based except as required by applicable laws and regulations or by any competent regulatory authority.


News Article | May 30, 2017
Site: globenewswire.com

This is a joint press release by NN Group N.V. ('NN Group') and Delta Lloyd N.V. ('Delta Lloyd'). This announcement is exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. This information does not constitute an offer, or an invitation to purchase, securities of Delta Lloyd or NN Group in the United States or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions. Neither Delta Lloyd's nor NN Group's securities have been nor will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States. 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. Reference is made to the joint press release by NN Group and Delta Lloyd dated 8 May 2017 regarding the Legal Merger preparations. NN Group and Delta Lloyd jointly announce that, today, after close of trading on Euronext, the Executive Board of NN Group has resolved to execute the triangular legal merger of Delta Lloyd into NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group ('NN Group Bidco'), whereby remaining holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') (other than NN Group and its subsidiaries in the meaning of article 2:24a Dutch Civil Code) will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger'). The notarial deed to give effect to the Legal Merger will be executed before opening of markets on 31 May 2017. In accordance with the Legal Merger proposal, in exchange for each Share, the owner of such Share will receive a fraction of one NN Group Share, being equal to the offer price of EUR 5.40 per Share offered pursuant to the recommended public cash offer by NN Group Bidco to all holders of Shares, divided by the NN Group volume-weighted average stock price on 30 May 2017 ('Exchange Ratio'). NN Group and Delta Lloyd will confirm the execution of the Legal Merger notarial deed and the Exchange Ratio before opening of trading on Euronext on 31 May 2017. The Legal Merger will become effective and Delta Lloyd will cease to exist on 1 June 2017. As a consequence, 31 May 2017 will be the last trading day of the Shares. NN Group profile NN Group is an international insurance and asset management company, active in 18 countries, with a strong presence in a number of European countries and Japan. With around 11,500 employees the group offers retirement services, insurance, investments and banking to more than 15 million customers. NN Group includes Nationale-Nederlanden, NN and NN Investment Partners. NN Group is listed on Euronext Amsterdam (NN). Delta Lloyd profile Delta Lloyd offers products and services in insurance, pensions, investment and banking, serving 4.2 million commercial and retail clients in The Netherlands and Belgium. Our four brands are Delta Lloyd, ABN AMRO Insurance, BeFrank and OHRA. Delta Lloyd is listed on Euronext Amsterdam and Brussels, and included in the DJSI World and DJSI Europe. Restrictions The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NN Group and Delta Lloyd disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither NN Group, nor Delta Lloyd nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any shareholder who is in any doubt as to its position should consult an appropriate professional advisor without delay. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. Forward-looking statements Certain statements in this press release may be considered "forward-looking statements". Forward-looking statements include those preceded by, followed by or that include the words may, anticipated, expected or similar expressions. These forward-looking statements speak only as of the date of this press release. Each of NN Group, NN Group Bidco and Delta Lloyd, and any of their respective affiliates, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions. Nevertheless, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the NN Group's, NN Group Bidco's and Delta Lloyd's control, that could cause actual results to differ materially from historical experience or those results expressed or implied in these forward-looking statements. Each of NN Group, NN Group Bidco and Delta Lloyd expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based except as required by applicable laws and regulations or by any competent regulatory authority.


News Article | May 30, 2017
Site: globenewswire.com

This is a joint press release by NN Group N.V. ('NN Group') and Delta Lloyd N.V. ('Delta Lloyd'). This announcement is exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. This information does not constitute an offer, or an invitation to purchase, securities of Delta Lloyd or NN Group in the United States or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions. Neither Delta Lloyd's nor NN Group's securities have been nor will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States. 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. Reference is made to the joint press release by NN Group and Delta Lloyd dated 8 May 2017 regarding the Legal Merger preparations. NN Group and Delta Lloyd jointly announce that, today, after close of trading on Euronext, the Executive Board of NN Group has resolved to execute the triangular legal merger of Delta Lloyd into NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group ('NN Group Bidco'), whereby remaining holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') (other than NN Group and its subsidiaries in the meaning of article 2:24a Dutch Civil Code) will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger'). The notarial deed to give effect to the Legal Merger will be executed before opening of markets on 31 May 2017. In accordance with the Legal Merger proposal, in exchange for each Share, the owner of such Share will receive a fraction of one NN Group Share, being equal to the offer price of EUR 5.40 per Share offered pursuant to the recommended public cash offer by NN Group Bidco to all holders of Shares, divided by the NN Group volume-weighted average stock price on 30 May 2017 ('Exchange Ratio'). NN Group and Delta Lloyd will confirm the execution of the Legal Merger notarial deed and the Exchange Ratio before opening of trading on Euronext on 31 May 2017. The Legal Merger will become effective and Delta Lloyd will cease to exist on 1 June 2017. As a consequence, 31 May 2017 will be the last trading day of the Shares. Restrictions The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NN Group and Delta Lloyd disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither NN Group, nor Delta Lloyd nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any shareholder who is in any doubt as to its position should consult an appropriate professional advisor without delay. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. Forward-looking statements Certain statements in this press release may be considered "forward-looking statements". Forward-looking statements include those preceded by, followed by or that include the words may, anticipated, expected or similar expressions. These forward-looking statements speak only as of the date of this press release. Each of NN Group, NN Group Bidco and Delta Lloyd, and any of their respective affiliates, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions. Nevertheless, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the NN Group's, NN Group Bidco's and Delta Lloyd's control, that could cause actual results to differ materially from historical experience or those results expressed or implied in these forward-looking statements. Each of NN Group, NN Group Bidco and Delta Lloyd expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based except as required by applicable laws and regulations or by any competent regulatory authority.


NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION NN Group today announces that it has priced two senior unsecured notes with a total issue size of EUR 900 million as follows: These senior notes are expected to be rated by Standard & Poor's (BBB+) and Fitch (A-), and will be listed on Euronext Amsterdam. The net proceeds of the notes will be applied by NN Group to repay the EUR 900 million bridge loan used to finance the acquisition of Delta Lloyd. The notes are issued under the Debt Issuance Programme of NN Group N.V., for which the Base Prospectus dated 23 May 2017 is available on www.nn-group.com. The Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (AFM). NN Group profile NN Group is an international insurance and asset management company, active in 18 countries, with a strong presence in a number of European countries and Japan. With around 11,500 employees the group offers retirement services, insurance, investments and banking to more than 15 million customers. NN Group includes Nationale-Nederlanden, NN and NN Investment Partners. NN Group is listed on Euronext Amsterdam (NN). All figures in this document are unaudited. Small differences are possible in the tables due to rounding. Certain of the statements contained herein 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 NN Group'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) changes in the availability of, and costs associated with, sources of liquidity as well as conditions in the credit markets generally, (5) the frequency and severity of insured loss events, (6) changes affecting mortality and morbidity levels and trends, (7) changes affecting persistency levels, (8) changes affecting interest rate levels, (9) changes affecting currency exchange rates, (10) changes in investor, customer and policyholder behaviour, (11) changes in general competitive factors, (12) changes in laws and regulations, (13) changes in the policies of governments and/or regulatory authorities, (14) conclusions with regard to accounting assumptions and methodologies, (15) changes in ownership that could affect the future availability to us of net operating loss, net capital and built-in loss carry forwards, (16) changes in credit and financial strength ratings, (17) NN Group's ability to achieve projected operational synergies and (18) the other risks and uncertainties detailed in the Risk Factors section contained in recent public disclosures made by NN Group. Any forward-looking statements made by or on behalf of NN Group speak only as of the date they are made, and, NN Group 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.


News Article | February 23, 2017
Site: globenewswire.com

"In 2016, we successfully executed a range of actions to strengthen our capital and cash position. We have made good progress on initiatives to improve our client focus, business performance and reduce costs, and we expect to see results of these during 2017. However, we operate in a difficult environment, with margins consistently under pressure, record low interest rates and challenging regulatory developments. We believe the combination with NN Group is in the best interest of our stakeholders and will create a leading insurance and pension company in the Dutch market, with strong presence in Belgium and an attractive proposition in asset management and banking." In 2016, we made good progress on implementing our Closer to the Customer strategy and our management priorities of capital, performance and customer. We successfully executed our capital plan, our cash position is substantially improved and we are well on track for the implementation of the Partial Internal Model (PIM). However, during the fourth quarter, our capital position was negatively impacted by adverse longevity development and DNB guidance on LAC DT to the industry. Consequently, our Solvency II ratio declined to 143% (Q3 2016: 156%). Our operational performance continues to be a priority, with a disappointing Life SII VNB of € 27 million and a COR of 105.4%. However, we outperformed on our operational expenses target for 2016, revised down further our 2018 expense target and we have taken action to structurally improve technical results in Life and GI, including pricing, product design and exiting unattractive and unprofitable business segments. We aim to be the preferred insurer for our customers and business partners. In 2016, we increased our NPS customer satisfaction scores and, for the fifth consecutive year, intermediaries and financial advisors rated us the number one pension provider in the Netherlands. In December 2016, Delta Lloyd Algemeen Pensioenfonds (APF) received a licence to administer a general pension fund. Delta Lloyd operates in a highly competitive, mature market, where margins on both life and non-life products are consistently under pressure. Organisational agility and scale benefits are necessary to deliver acceptable margins and make ongoing investments. In addition, the regulatory and macro environment remains challenging with volatile markets, record low interest rates and low yields. We believe that consolidation in the Dutch market will, and should, take place in the near or mid-term future. On 23 December, NN Group and Delta Lloyd announced that they reached a (conditional) agreement on an improved recommended public offer for the entire issued and outstanding ordinary share capital of Delta Lloyd. NN Group and Delta Lloyd agreed to certain non-financial covenants in respect of corporate governance, post-closing legal merger, strategy, organisation, integration and employees. The offer price of € 5.40 (cum dividend) represents a premium of approximately 38% relative to the average closing price during the last month and a premium of approximately 55% relative to the average closing price during the last three months prior to the initial announcement. We recommend shareholders vote in favour of the offer and all resolutions at the EGMs to be held on 29 March 2017. Both the Executive and Supervisory Boards of Delta Lloyd support and recommend the improved offer. We believe that the combination of the Dutch and Belgium activities of both companies will result in an overall stronger platform within the Benelux from which to provide enhanced customer propositions and generate shareholder return. The combination will have a robust balance sheet and an improved solvency ratio. Following the announcement of the agreement with NN Group, we are working towards achieving the shareholder, regulatory and antitrust approvals required to complete the transaction. We expect these in the second quarter. Meanwhile, we have started high level preparation for the planned integration to ensure a seamless transition for our stakeholders. It is important that the business maintains its progress on management priorities as a standalone company, until such time as all approvals are achieved. In that context, we remain committed to our existing targets to bring operational expenses down to € 530 million in 2018 and Solvency II net capital generation of € 200-250 million per year over time. We also continue to work on our existing plans for the PIM, until completion of the transaction. We expect to see results of our initiatives to improve our technical profitability in Life and GI during 2017. We remain confident in the solvency position of Delta Lloyd as a standalone business should the NN Group acquisition not take place, reflecting among other things, net capital generation as well as the strong progress and potential for solvency benefits of the merger of our Belgian and Dutch life activities and the PIM. We have decided not to pay a final dividend for 2016, in view of NN Group's recommended offer for Delta Lloyd. Any final dividend paid would reduce the purchase price of € 5.40 per ordinary share. The total dividend for 2016 equals the interim dividend of € 0.10 per ordinary share, which was paid in September 2016. On Thursday 23 February 2017, Delta Lloyd will host a conference call for analysts (in English), which can also be followed via audiocast on our website. Conference call:              23 February 2017, 09.30 am (CET)                 NL:                         +31 20 716 8427, PIN code: 52073371#                 UK:                        +44 203 139 4830, PIN code: 52073371# This press release and the analyst presentation are also available at www.deltalloyd.com. [2] Pro forma estimate at year-end 2016 of +7pp being greater than +5pp pro forma at half-year 2016 announced in October, reflecting largely greater contribution from non eligible capital. [3] Based on analysis of comparable peer group during 2015 and not necessarily indicative of uplift for Delta Lloyd. Subject to regulatory approval


News Article | February 27, 2017
Site: globenewswire.com

This is a press release by NN Group N.V. ('NN Group'), pursuant to the provisions of Section 4 Paragraph 3 and Section 13 Paragraphs 1 and 2 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the 'Decree') in connection with the recommended public offer by NN Group for all the issued and outstanding ordinary shares in the capital of Delta Lloyd N.V. ('Delta Lloyd'). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the Offer Memorandum, which is available as of 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. 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 NN Group Bidco B.V., a directly wholly-owned subsidiary of NN Group ('the Offeror'), to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') to acquire their Shares at a price of EUR 5.40 (cum dividend) in cash for each Share (the 'Offer'). NN Group announces that, on 27 February 2017, NN Group or its brokers (acting as agents for NN Group) acquired a total of 3,800,138 Shares in the open market at a volume weighted average price of EUR 5.3642 per Share. The highest price per Share paid in a transaction conducted on 27 February 2017 was EUR 5.37. Together with the 37,039,337 Shares already held by NN Group or its brokers (acting as agents for NN Group) prior to 27 February 2017, NN Group or its brokers (acting as agents for NN Group) now holds 40,839,475 Shares, representing 8.8% of the aggregate number of issued and outstanding ordinary and preference shares in the capital of Delta Lloyd and 9.0% of the issued and outstanding ordinary share capital of Delta Lloyd. To the extent required, NN Group will notify the Financial Markets Authority (Autoriteit Financiële Markten) in accordance with Section 5:38 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht). Offer Memorandum, Position Statement and further information Information regarding the Offer is made available by way of the Offer Memorandum and/or 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). Other To the extent permissible under applicable law or regulation, NN Group or its brokers (acting as agents for NN Group) may from time to time after the date hereof, and other than pursuant to the intended offer, directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd, that are the subject of the Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on the website of NN Group. In addition, financial advisors to NN Group may also engage in ordinary course trading activities in securities of Delta Lloyd, which may include purchases or arrangements to purchase such securities. NN Group profile NN Group is an international insurance and asset management company, active in 18 countries, with a strong presence in a number of European countries and Japan. With around 11,500 employees the group offers retirement services, insurance, investments and banking to more than 15 million customers. NN Group includes Nationale-Nederlanden, NN and NN Investment Partners. NN Group is listed on Euronext Amsterdam (NN). Notice to US holders of Shares The receipt of cash pursuant to the Offer by a U.S. holder of Shares will generally be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under applicable state and local, as well as foreign and other tax laws. Each holder of Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Offer. It may be difficult for U.S. holders of Shares to enforce their rights and claims arising out of the U.S. federal securities laws, since the Offeror and Delta Lloyd are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. To the extent permissible under applicable law or regulation, including Rule 14e-5 of the U.S. Exchange Act, in accordance with normal Dutch practice, the Offeror and its Affiliates or brokers (acting as agents for the Offeror or its Affiliates, as applicable) may before or during the period in which the Offer remains open for acceptance, directly or indirectly, purchase, or arrange to purchase, Shares outside of the United States, from time to time, other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisors to the Offeror may engage in ordinary course trading activities in securities of Delta Lloyd, which may include purchases or arrangements to purchase such securities. To the extent required in The Netherlands, any information about such purchases will be announced by press release in accordance with Article 13 of the Decree and posted on the website of NN Group at www.nn-group.com. Restrictions The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NN Group and Delta Lloyd disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither NN Group, nor Delta Lloyd nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any shareholder who is in any doubt as to its position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada or Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful. The information in the press release is not intended to be complete, for further information reference is made to the Offer Memorandum. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. In addition, the Offer made pursuant to the Offer Memorandum is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Forward-looking statements Certain statements in this press release may be considered "forward-looking statements", such as statements relating to the impact of the Offer on the Offeror, NN Group and Delta Lloyd and the expected timing and completion of the Offer. Forward-looking statements include those preceded by, followed by or that include the words may, anticipated, expected or similar expressions. These forward-looking statements speak only as of the date of this press release. Each of the Offeror, NN Group and Delta Lloyd, and any of their respective Affiliates, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions. Nevertheless, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the Offeror's, NN Group's and Delta Lloyd's control, that could cause actual results to differ materially from historical experience or those results expressed or implied in these forward-looking statements. Potential risks and uncertainties include, but are not limited to, (i) the risk that required regulatory approvals may delay the Offer or result in the imposition of conditions that could have a material adverse effect on the Combined Group or cause the Offeror, NN Group and Delta Lloyd to abandon the Offer, (ii) the risk that the Offer Conditions may not be satisfied, (iii) risks relating to NN Group's ability to successfully operate Delta Lloyd without disruption to its other business activities, which may result in the Combined Group not operating as effectively and efficiently as expected, (iv) the possibility that the Offer may involve unexpected costs, unexpected liabilities or unexpected delays, (v) the risk that the businesses of the Offeror, NN Group and Delta Lloyd may suffer as a result of uncertainty surrounding the Offer, (vi) the effects of competition (in particular the response to the Transaction in the marketplace) and competitive developments or risks inherent to NN Group's or Delta Lloyd's business plans, (vii) the risk that disruptions from the Transaction will harm relationships with customers, employees and suppliers, (viii) political, economic or legal changes in the markets and environments in which NN Group and/or Delta Lloyd does business, (ix) economic conditions in the global markets in which NN Group and Delta Lloyd operate, (x) uncertainties, risk and volatility in financial markets affecting the Offeror, NN Group and/or Delta Lloyd, and (xi) other factors that can be found in NN Group's and its subsidiaries' and Delta Lloyd's press releases and public filings. Neither the Offeror, NN Group nor Delta Lloyd, nor any of their respective Affiliates and advisors, accepts any responsibility for any financial information contained in the Offer Memorandum relating to the business, results of operations or financial condition of the other or their respective groups. Each of the Offeror, NN Group and Delta Lloyd expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based except as required by applicable laws and regulations or by any competent regulatory authority.


News Article | February 28, 2017
Site: globenewswire.com

This is a press release by NN Group N.V. ('NN Group'), pursuant to the provisions of Section 4 Paragraph 3 and Section 13 Paragraphs 1 and 2 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the 'Decree') in connection with the recommended public offer by NN Group for all the issued and outstanding ordinary shares in the capital of Delta Lloyd N.V. ('Delta Lloyd'). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the Offer Memorandum, which is available as of 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. 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 NN Group Bidco B.V., a directly wholly-owned subsidiary of NN Group ('the Offeror'), to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') to acquire their Shares at a price of EUR 5.40 (cum dividend) in cash for each Share (the 'Offer'). NN Group announces that, on 28 February 2017, NN Group or its brokers (acting as agents for NN Group) acquired a total of 4,434,151 Shares in the open market at a volume weighted average price of EUR 5.3682 per Share. The highest price per Share paid in a transaction conducted on 28 February 2017 was EUR 5.37. Together with the 40,839,475 Shares already held by NN Group or its brokers (acting as agents for NN Group) prior to 28 February 2017, NN Group or its brokers (acting as agents for NN Group) now hold 45,273,626 Shares, representing 9.7% of the aggregate number of issued and outstanding ordinary and preference shares in the capital of Delta Lloyd and 9.9% of the issued and outstanding ordinary share capital of Delta Lloyd. To the extent required, NN Group will notify the Financial Markets Authority (Autoriteit Financiële Markten) in accordance with Section 5:38 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht). Offer Memorandum, Position Statement and further information Information regarding the Offer is made available by way of the Offer Memorandum and/or 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). Other To the extent permissible under applicable law or regulation, NN Group or its brokers (acting as agents for NN Group) may from time to time after the date hereof, and other than pursuant to the intended offer, directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd, that are the subject of the Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on the website of NN Group. In addition, financial advisors to NN Group may also engage in ordinary course trading activities in securities of Delta Lloyd, which may include purchases or arrangements to purchase such securities. NN Group profile NN Group is an international insurance and asset management company, active in 18 countries, with a strong presence in a number of European countries and Japan. With around 11,500 employees the group offers retirement services, insurance, investments and banking to more than 15 million customers. NN Group includes Nationale-Nederlanden, NN and NN Investment Partners. NN Group is listed on Euronext Amsterdam (NN). Notice to US holders of Shares The receipt of cash pursuant to the Offer by a U.S. holder of Shares will generally be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under applicable state and local, as well as foreign and other tax laws. Each holder of Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Offer. It may be difficult for U.S. holders of Shares to enforce their rights and claims arising out of the U.S. federal securities laws, since the Offeror and Delta Lloyd are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. To the extent permissible under applicable law or regulation, including Rule 14e-5 of the U.S. Exchange Act, in accordance with normal Dutch practice, the Offeror and its Affiliates or brokers (acting as agents for the Offeror or its Affiliates, as applicable) may before or during the period in which the Offer remains open for acceptance, directly or indirectly, purchase, or arrange to purchase, Shares outside of the United States, from time to time, other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisors to the Offeror may engage in ordinary course trading activities in securities of Delta Lloyd, which may include purchases or arrangements to purchase such securities. To the extent required in The Netherlands, any information about such purchases will be announced by press release in accordance with Article 13 of the Decree and posted on the website of NN Group at www.nn-group.com. Restrictions The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NN Group and Delta Lloyd disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither NN Group, nor Delta Lloyd nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any shareholder who is in any doubt as to its position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to Canada or Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful. The information in the press release is not intended to be complete, for further information reference is made to the Offer Memorandum. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. In addition, the Offer made pursuant to the Offer Memorandum is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Forward-looking statements Certain statements in this press release may be considered "forward-looking statements", such as statements relating to the impact of the Offer on the Offeror, NN Group and Delta Lloyd and the expected timing and completion of the Offer. Forward-looking statements include those preceded by, followed by or that include the words may, anticipated, expected or similar expressions. These forward-looking statements speak only as of the date of this press release. Each of the Offeror, NN Group and Delta Lloyd, and any of their respective Affiliates, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions. Nevertheless, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the Offeror's, NN Group's and Delta Lloyd's control, that could cause actual results to differ materially from historical experience or those results expressed or implied in these forward-looking statements. Potential risks and uncertainties include, but are not limited to, (i) the risk that required regulatory approvals may delay the Offer or result in the imposition of conditions that could have a material adverse effect on the Combined Group or cause the Offeror, NN Group and Delta Lloyd to abandon the Offer, (ii) the risk that the Offer Conditions may not be satisfied, (iii) risks relating to NN Group's ability to successfully operate Delta Lloyd without disruption to its other business activities, which may result in the Combined Group not operating as effectively and efficiently as expected, (iv) the possibility that the Offer may involve unexpected costs, unexpected liabilities or unexpected delays, (v) the risk that the businesses of the Offeror, NN Group and Delta Lloyd may suffer as a result of uncertainty surrounding the Offer, (vi) the effects of competition (in particular the response to the Transaction in the marketplace) and competitive developments or risks inherent to NN Group's or Delta Lloyd's business plans, (vii) the risk that disruptions from the Transaction will harm relationships with customers, employees and suppliers, (viii) political, economic or legal changes in the markets and environments in which NN Group and/or Delta Lloyd does business, (ix) economic conditions in the global markets in which NN Group and Delta Lloyd operate, (x) uncertainties, risk and volatility in financial markets affecting the Offeror, NN Group and/or Delta Lloyd, and (xi) other factors that can be found in NN Group's and its subsidiaries' and Delta Lloyd's press releases and public filings. Neither the Offeror, NN Group nor Delta Lloyd, nor any of their respective Affiliates and advisors, accepts any responsibility for any financial information contained in the Offer Memorandum relating to the business, results of operations or financial condition of the other or their respective groups. Each of the Offeror, NN Group and Delta Lloyd expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based except as required by applicable laws and regulations or by any competent regulatory authority.


News Article | February 23, 2017
Site: globenewswire.com

Copenhagen, 2017-02-23 19:07 CET (GLOBE NEWSWIRE) -- Today, GN Store Nord has received information that NN Group N.V. has increased its holdings of GN shares. NN Group N.V. thereby holds more than 5% of the share capital and the voting rights. For further information please contact:


News Article | February 23, 2017
Site: globenewswire.com

GN Store Nord har i dag modtaget meddelelse om, at NN Group N.V. har forøget sin beholdning af GN aktier. NN Group N.V. ejer hermed mere end 5% af GN Store Nords aktiekapital og stemmerettigheder. For yderligere oplysninger kontakt venligst: Peter Justesen VP – Investor Relations & Treasury GN Store Nord A/S Telefon: 45 75 87 16

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