The exchange is part of the anchor investment in NN Group by three Asian institutional investors - RRJ Capital, Temasek and SeaTown - as announced on 30 April 2014. Accrued interest on the notes of approximately EUR 14.6 million will be settled in an additional 0.6 million NN Group ordinary shares as per the terms of the investment. This transaction will reduce ING’s remaining stake in NN Group from 42.4% to 38.2% upon settlement of the transaction, which is expected to take place on 15 June 2015.
In May 2014, ING Group issued mandatory exchangeable subordinated notes to the aforementioned investors for a total amount of EUR 1.125 billion as part of their investments in NN Group ahead of its IPO in July 2014. The notes accrue a 4% coupon, and are mandatorily exchangeable into NN Group shares in three tranches. The first tranche of an aggregate amount of EUR 450 million plus accrued interest was exchanged simultaneously with settlement of the IPO on 7 July 2014 at EUR 19.70 per share.
For this second tranche, the exchange price was set at a 3% discount to the NN Group closing price on 4 June 2015, resulting in an exchange price of EUR 24.78 per share. A lock up of 90 days after the settlement date will apply to RRJ Capital, Temasek and SeaTown. The transaction will not have a material impact on ING Group’s shareholders’ equity nor on the profit and loss account of ING Group.
The third and final tranche of an aggregate amount of EUR 337.5 million plus accrued interest will be exchanged at the discretion of ING Group before the end of 2016.
