Five questions about the NN Group IPO

On 2 July, NN Group shares were listed and started trading on Euronext Amsterdam. With NN Group making its return as a standalone publicly-listed company, ING is well into the end phase of its restructuring.

Here are five questions and answers to provide context and background information.

1. Does the NN Group IPO have any impact on my ING Group shareholding?

In line with ING’s previous divestments of its insurance and investment management businesses around the world and the IPO of Voya Financial (formerly ING U.S.) last year, ING is simply selling a 28.6* per cent stake in NN Group to the market in line with its stated ambition and its agreement with the European Commission to divest its insurance and investment management activities, and to become a bank. ING will receive the net proceeds from the IPO. NN Group will not receive any proceeds from the IPO.

2. What will ING do with the money from the NN Group listing?

ING Group intends to use the net proceeds from the offering to eliminate its double leverage.

3. After the listing, is ING Group now solely a bank?

After the IPO, ING will essentially be an organisation with banking activities and with a number of stakes in listed insurance companies—the remaining 71.4% stake in NN Group and a 43% stake in Voya Financial in the U.S.

4. Will ING hold onto its remaining stake in NN Group?

In 2009, ING came to an agreement with the European Commission (EC) to divest its insurance and investment management businesses across the world, including NN Group and its subsidiaries, in order to gain EC Commission approval for Dutch State aid received by the company. In line with this agreement, ING intends to fully divest its remaining stake in NN Group.

Under the restructuring agreement, as amended in November 2013, ING Group has agreed to divest more than 50% of its shareholding in NN Group by 31 December 2015 and complete the divestment of 100% of its shareholding in NN Group by 31 December 2016.

5. How will ING divest its remaining stake in NN Group?

This has not yet been decided. ING retains full flexibility in the way it may execute the divestment of the remaining stake in NN Group, post IPO. For example, ING could execute a spin-off (ING shareholders receive NN Group shares based on a ratio of ING shares held by means of a repayment of capital in kind) or it could further sell down its stake through a single tranche or multiple tranches, to a single party or multiple parties (including a strategic trade sale). ING received approval from its shareholders at its recent Annual General Meeting for a spin-off.

*excluding the exercise of over-allotment option granted to joint global coordinators

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