NN N : Group aounces tender offer for its subordinated notes

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NN Group today announces its invitation to holders of its EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) (the "Notes"), to tender their Notes for purchase by NN Group for cash (the "Offer"). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 4 March 2024 (the "Tender Offer Memorandum") as prepared by NN Group, and is subject to the offer restrictions set out below, and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum and the full launch announcement in respect of the Offer are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offer

The purpose of the Offer and the planned issuance of New Securities (as defined below) is, amongst other things, to proactively manage NN Group's expected redemption profile. The Offer also provides Noteholders with the opportunity to sell their current holdings in the Notes and to apply for priority in the allocation of the New Securities, as more fully described in the Tender Offer Memorandum.

Irrespective of the outcome of the Offer, NN Group intends to continue to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offer on an economic basis, taking into account the prevailing circumstances at the relevant time, including: prevailing market conditions, current and future regulatory value, relative funding value of the Notes, rating agency considerations and any regulatory developments.

Details of the Offer

A summary of certain of the terms of the Offer appears below:

NN Group will also pay Accrued Interest in respect of any Notes accepted for purchase pursuant to the Offer.

Transaction Condition

NN Group announced on 4 March 2024 its intention to issue a series of euro-denominated, perpetual, restricted tier 1, temporary write-down securities (the "New Securities"), subject to market conditions. Whether NN Group will accept for purchase any Notes validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of NN Group) of the issue of the New Securities (the "Transaction Condition").

Allocation of the New Securities

When considering allocation of the New Securities, NN Group intends to give preference to those Noteholders who, prior to such allocation, have validly tendered (or have given a firm indication to NN Group or any Dealer Manager that they intend to tender) their Notes pursuant to the Offer. Therefore, a Noteholder who wishes to subscribe for New Securities in addition to tendering its Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of NN Group, priority in the allocation of the New Securities, subject to the issue of the New Securities and such Noteholder making a separate application for the purchase of such New Securities to a Dealer Manager (in its capacity as a joint bookrunner of the issue of the New Securities). Please refer to the full launch announcement and the Tender Offer Memorandum for further information regarding the allocation of the New Securities.

Expected Timetable of Events (All times are CET)

The Offer commences today and the Expiration Deadline shall be 5.00 p.m. (CET) on Friday, 8 March 2024. The Maximum Acceptance Amount will be announced as soon as practicable after the pricing of the New Securities, which is expected to occur prior to the Expiration Deadline for the Offer on 8 March 2024. The result of the Offer will be announced as soon as reasonably practicable on Monday, 11 March 2024, with the Settlement Date expected to be on or around Wednesday, 13 March 2024 (subject to satisfaction or waiver of the Transaction Condition on or prior to such date).

Further Information

HSBC Continental Europe, J.P. Morgan SE, ABN AMRO Bank N.V., BNP Paribas, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE and Morgan Stanley Europe SE are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: [phone], Attention: Owen Morris, Email:[e-mail], Website:https://deals.is.kroll.com/nngroup).