Delta Lloyd to launch equity offering
March 16 2015 - 12:47PM
NOT FOR
PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA
Delta Lloyd NV announces the offering of 19.9
million new ordinary shares via an accelerated bookbuild
transaction, which will be launched immediately. In line with Delta
Lloyd's approach to prudent capital management, Delta Lloyd intends
to use the proceeds of the transaction to further reinforce its
solvency position in light of the various uncertainties still
associated with Solvency II. The issued ordinary shares will be
eligible for the 2014 final dividend.
Executive Board chairman Hans van der Noordaa:
"Prudent capital and return management is a key priority for Delta
Lloyd, as we have iterated in our 2014 full year results and our
dialogues with investors and analysts that followed. We are
continuously investigating ways to optimise our capital structure
and strengthen our balance sheet, through our product mix,
earnings, asset optimisation and capital market transactions, such
as a longevity swap. Today's capital increase in combination with a
longevity swap will bring our economic capital ratio (internal
model based on FY 2014 methodology and assumptions) in the upper
half of our communicated appetite range (140-180%). This prudent
approach should provide us with additional flexibility in
continuing to capture market opportunities for profitable growth.
We remain committed to our dividend policy."
Transaction
The book for the offering will open with immediate effect and
closing of the book is expected tomorrow before NYSE Euronext
Amsterdam and NYSE Euronext Brussels markets open, subject to
possible acceleration. Settlement of the offering and admittance of
the ordinary shares to listing and trading on NYSE Euronext
Amsterdam and Brussels is expected to take place on 19 March 2015.
For the purpose of the transaction, Delta Lloyd will use the
authorisation of the annual shareholders' meeting permitting the
issue of new ordinary shares representing up to 10% of the issued
share capital.
Morgan Stanley is acting as Sole Global
Coordinator and Joint Bookrunner for the offering and ABN AMRO Bank
is acting as Joint Bookrunner for the offering. Delta Lloyd has
agreed not to undertake a further issue or sale of ordinary shares
or securities convertible into ordinary shares for a period of 90
days following settlement of the offering, subject to customary
exceptions, save with the prior written consent of the Sole Global
Coordinator.
This announcement is made pursuant to Section
5:25i paragraph 2 of the Dutch Financial Supervision Act.
This announcement does not constitute a prospectus or an offer or
invitation to purchase securities.
This announcement is only addressed to, and
directed at, persons in member states of the European Economic Area
("EEA") who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) as
amended, including by the 2010 PD Amending Directive (Directive
2010/73/EU), as and to the extent implemented in the relevant EEA
member state, and any relevant implementing measure in the relevant
member state.
In addition, in the United Kingdom, this
announcement is not being distributed by, nor has it been approved
for the purposes of 21 of the Financial Services and Markets Act
2000 ("FSMA") by a person authorised under FSMA and is directed
only at, persons (i) who are 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, as
amended (the "Order"), or (ii) persons who are high net worth
entities falling within Article 49(2) of the Order, and other
persons to whom it may lawfully be communicated ("relevant
persons"). Under no circumstances should persons who are not
relevant persons rely or act upon the contents of this
announcement. Any investment or investment activity to which this
announcement relates in the United Kingdom is available only to,
and will be engaged only with, relevant persons.
These materials are not an offer of securities for
sale into the United States. The securities to which these
materials relate have not been registered under the US Securities
Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration or an
exemption from, or in a transaction not subject to, registration
under the Securities Act, including pursuant to the private
offering exemption provided by Section 4(a)(2) of the Securities
Act and outside the United States in reliance on Regulation S under
the Securities Act. There will be no public offering of the
securities in the United States.
The Offering and the distribution of this
announcement and other information in connection with the Offering
in certain jurisdictions may be restricted by law and persons into
whose possession any document or other information referred to
herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. The price and value of the Delta Lloyd shares may go
up as well as down. Persons needing advice should contact a
professional adviser. Past performance cannot be relied upon as a
guide to future performance.
ABN AMRO Bank N.V., acting through its Corporate
Finance and Capital Markets department ("ABN AMRO"), which is
authorised and regulated by the Financial Services Authority, is
acting for Delta Lloyd and for no one else in connection with the
Offering and will not be responsible to anyone other than Delta
Lloyd for providing the protections afforded to customers of ABN
AMRO or for affording advice in relation to the Offering, the
contents of this announcement or any transaction, arrangement or
other matter referred to in this announcement. ABN AMRO may
participate in the Offering on a proprietary basis.
Morgan Stanley & Co. International plc
("Morgan Stanley"), which is authorised by the Prudential
Regulation Authority and authorised and regulated by the Financial
Conduct Authority, is acting for Delta Lloyd and for no one else in
connection with the Offering and will not be responsible to anyone
other than Delta Lloyd for providing the protections afforded to
customers of Morgan Stanley or for affording advice in relation to
the Offering, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.
Morgan Stanley may participate in the Offering on a proprietary
basis.
This announcement has been issued by and is the
sole responsibility of Delta Lloyd. Apart from the responsibilities
and liabilities, if any, that may be imposed on ABN AMRO and Morgan
Stanley by FSMA, ABN AMRO and Morgan Stanley does not accept any
responsibility whatsoever and makes no representation or warranty,
express or implied, for the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by Delta Lloyd, or on
Delta Lloyd's behalf, or by ABN AMRO or Morgan Stanley, or on ABN
AMRO's or Morgan Stanley's behalf, in connection with Delta Lloyd
or the Offering, and nothing in this announcement is or shall be
relied upon as a promise or representation in this respect, whether
as to the past or future. ABN AMRO and Morgan Stanley accordingly
disclaims to the fullest extent permitted by law all and any
responsibility and liability, whether arising in tort, contract or
otherwise, which they might otherwise have in respect of this
document and any such statement.
Full 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: Delta Lloyd via Globenewswire
HUG#1903891
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