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

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


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

"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 This prospectus can
also be found on the website of the AFM at (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

Photos of the NN Group listing event at Euronext Amsterdam will be made
available on 2 July at For further information
on NN Group, please visit

Photos of ING operations, buildings and its executives are available for
download at Footage (B-roll) of ING is
available via, or can be requested by emailing ING presentations are available at For further information on ING, please visit

Press enquiries

Investor enquiries
Victorina de Boer

ING Group Investor Relations
+31 20 576 6373

+31 20 576 6396

ING is a global financial institution of Dutch origin offering banking
services through its operating company ING Bank and holding significant stakes
in the listed insurers NN Group NV and Voya Financial, Inc. The purpose of ING
Bank is empowering people to stay a step ahead in life and in business. ING
Bank's 63,000 employees offer retail and commercial banking services to
customers in over 40 countries.

ING Group shares are listed (in the form of depositary receipts) on the
exchanges of Amsterdam (INGA NA/ING.AS), Brussels and on the New York Stock
Exchange (ADRs: ING US/ING.N).
Sustainability forms an integral part of ING's corporate strategy, which is
evidenced by ING shares being included in the Dow Jones Sustainability Index
(Europe and World) and the FTS4Good index.

NN Group is an insurance and investment management company with a strong,
predominantly European presence in more than 18 countries. With over 12,000
employees the group offers retirement services, insurance, investments and
banking to more than 15 million customers. NN Group includes
Nationale-Nederlanden, ING Insurance Europe, ING Investment Management and ING
Life Japan and is listed on Euronext Amsterdam (NN).

Certain of the statements contained in this document 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 ING'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) the
implementation of ING's restructuring plan to separate banking and insurance
operations, (5) changes in the availability of, and costs associated with,
sources of liquidity such as interbank funding, as well as conditions in the
credit markets generally, including changes in borrower and counterparty
creditworthiness, (6) the frequency and severity of insured loss events, (7)
changes affecting mortality and morbidity levels and trends, (8) changes
affecting persistency levels, (9) changes affecting interest rate levels, (10)
changes affecting currency exchange rates, (11) changes in investor, customer
and policyholder behaviour, (12) changes in general competitive factors, (13)
changes in laws and regulations, (14) changes in the policies of governments
and/or regulatory authorities, (15) conclusions with regard to purchase
accounting assumptions and methodologies, (16) changes in ownership that could
affect the future availability to us of net operating loss, net capital and
built-in loss carry forwards, (17) changes in credit-ratings, (18) ING's
ability to achieve projected operational synergies and (19) the other risks
and uncertainties detailed in the risk factors section contained in the most
recent annual report of ING Groep N.V.
Any forward-looking statements made by or on behalf of ING speak only as of
the date they are made, and, ING 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.

Any forward-looking statements made by or on behalf of ING speak only as of
the date they are made, and, ING 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.

These materials are not for release, distribution or publication, whether
directly or indirectly and whether in whole or in part, into or in Canada or
Japan or any (other) jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction.

These materials are for information purposes only and are not intended to
constitute, and should not be construed as, an offer to sell or a solicitation
of any offer to buy the shares of NN Group (the "Shares")in Canada or Japan or
in any other jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of such jurisdiction.

The Shares are not and will not be registered under the U.S. Securities Act of
1933, as amended (the U.S. Securities Act) and will also not be registered
with any authority competent with respect to securities in any state or other
jurisdiction of the United States of America. The Shares may not be offered or
sold in the United States of America absent registration or an applicable
exemption from the registration requirements under the U.S. Securities Act.
There will be no public offering of Shares in the United States. Any Shares
sold in the United States will be sold only to "qualified institutional
buyers" (as defined in Rule 144A under the U.S. Securities Act) in reliance on
Rule 144A.

In the United Kingdom, this document and any other materials in relation to
the Shares is only being distributed to, and is only directed at, and any
investment or investment activity to which this document relates is available
only to, and will be engaged in only with, "qualified investors" (as defined
in section 86(7) of the Financial Services and Markets Act 2000) and who are
(i) persons having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should not take any
action on the basis of this document and should not act or rely on it.

In Australia this document is for distribution only to professional or
sophisticated investors (i.e. those persons to whom offers can be made without
a disclosure document, in accordance with sections 708(8) and (11) of the
Corporations Act 2001 (Cth)) who are "wholesale clients" within the meaning of
section 761G of the Corporations Act 2001 (Cth). The entity receiving this
document represents and warrants that if it is in Australia it is a wholesale
client and either a professional or sophisticated investor and that it will
not distribute this document to any person outside Australia. This document is
not supplied in connection with any offering of Shares. A decision whether to
subscribe for the Shares should be made on the basis of the information in the
relevant disclosure document which will be issued by NN Group.

NN Group has not authorised any offer to the public of Shares in any Member
State of the European Economic Area other than the Netherlands. With respect
to any Member State of the European Economic Area, other than the Netherlands,
and which has implemented the Prospectus Directive (each a Relevant Member
State), no action has been undertaken or will be undertaken to make an offer
to the public of Shares requiring publication of a prospectus in any Relevant
Member State. As a result, the Shares may only be offered in Relevant Member
States (i) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (ii) in any other circumstances falling within
Article 3(2) of the Prospectus Directive. For the purpose of this paragraph,
the expression "offer of Shares to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the Shares to be offered so as to enable the investor to decide to exercise,
purchase or subscribe for the Shares, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member
State and the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State.

No action has been taken by NN Group that would permit an offer of Shares or
the possession or distribution of these materials or any other offering or
publicity material relating to such Shares in any jurisdiction where action
for that purpose is required.

The release, publication or distribution of these materials in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which they are released, published or distributed, should
inform themselves about, and observe, such restrictions.

This announcement does not constitute a prospectus. An offer to acquire Shares
pursuant to a proposed offering is made, and any investor should make his
investment, solely on the basis of information contained in the prospectus,
copies of which may be obtained at no cost from NN Group or through the
website of NN Group, or through the other means set out above.

J.P. Morgan, Morgan Stanley, ING Bank and Deutsche Bank and the other managers
named herein act exclusively for ING Group and NN Group and no-one else in
connection with any offering of Shares and will not be responsible to anyone
other than ING Group for providing the protections afforded to their
respective customers or for providing advice in relation to any offering or
any transaction or arrangement referred to herein.

pdf version of press release


This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf
of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: ING Group via Globenewswire
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