Delta Lloyd completes equity offering
March 16 2015 - 4:57PM
NOT FOR
PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA
Delta Lloyd NV (Delta Lloyd) has successfully
completed an equity offering of 19.9 million new ordinary shares
via an accelerated bookbuild. Consistent 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 shares were sold at a price of € 17.00 per new
ordinary share. The transaction was several times oversubscribed
within 2.5 hours. Settlement of the offering and the admittance of
the shares to listing and trading on NYSE Euronext in Amsterdam and
Brussels is expected to take place on 19 March 2015. A significant
number of the shares issued in the offering were allocated to a
single new investor.
Delta Lloyd used 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 acted as Sole Global Coordinator
and Joint Bookrunner for the offering and
ABN AMRO Bank was 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, unless 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#1903940
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