Allen & Overy has advised ING and NN Group on the initial public offering of up to 77 million ordinary shares of NN Group through ING (the Selling Shareholder). This includes the exchange into NN Group shares of EUR 450 million of mandatorily subordinated notes and excluding the exercise of the over-allotment option, gross proceeds to ING at settlement of the IPO amount to approximately EUR 2.0 billion.

The sale of 77 million shares in the IPO and the exchange of the EUR 450 million subordinated notes into NN Group shares reduces ING’s ownership in NN Group to 71.4% at the settlement of the IPO. 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 the first trading date. If this option is fully exercised, ING’s ownership in NN Group will be further reduced to 68.1%.

Following the IPO, ING intends to reduce its shareholding in NN Group to below 50% before 31 December 2015 and divest the remaining stake before 31 December 2016, in an orderly manner and in line with the timeline ING has agreed with the European Commission. ING retains full flexibility in the way it may execute the divestment of the remaining stake in NN Group post IPO, subject to certain lock-up arrangements agreed with the underwriters.

The Allen & Overy Team

The A&O team was led by corporate partners Tim Stevens and Charles Honée. Notarial advice was provided by Gerbrand Visser. The A&O team furthermore consisted of, amongst others, counsel Jetty Tukker and senior associate Danielle Buné.