23.03.2016 08:15:15
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Delta Lloyd announces the terms of its EUR 650 million rights issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Delta Lloyd N.V. ('Delta Lloyd') announces the terms of its approximately EUR 650 million rights issue, which was announced on 24 February 2016 (the 'Offering'), following the adoption of enabling resolutions by an Extraordinary General Meeting of Shareholders ('EGM') on 16 March 2016.
- One for one rights issue of 227,567,943 new ordinary shares of DELTA LLOYD at a subscription price of EUR 2.85 per new ordinary share, leading to approximately EUR 648.6 million gross proceeds.
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Subscription price represents a 35.8% discount to the theoretical ex-rights price ('TERP'), based on the closing price of Delta Lloyd ordinary shares on Euronext in Amsterdam on 21 March 2016.
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Record date for allocation of rights is set at 23 March 2016 at 17:40 CET, immediately after the closing of trading of Delta Lloyd shares on Euronext in Amsterdam and Euronext in Brussels.
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Rights will be credited to clearing systems and to the accounts of shareholders directly registered in Delta Lloyd's share registers on 23 March 2016.
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Rights exercise periods run from 09.00 CET on 24 March 2016, until 14:00 CET on 7 April 2016.
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Rump Offering (if any) is expect to take place 7/8 April 2016
Further details on the Offering are provided in the Prospectus that is available to eligible persons on the corporate website of Delta Lloyd from today.
The Offering is underwritten, subject to customary conditions, by a syndicate of banks led by Goldman Sachs International acting as Sole Global Coordinator and Joint Bookrunner, as well as BofA Merrill Lynch and Barclays, acting as Joint Bookrunners. ABN AMRO and Rabobank are acting as Joint Co- Manager.
The Offering is a critical component of Delta Lloyd's capital plan and the receipt of its gross proceeds is expected to add approximately 25% points to Delta Lloyd's Solvency II standard formula ratio. Delta Lloyd intends to use the net proceeds of the Offering to strengthen its capital base, thereby supporting its financial position and the execution of its strategy as it transitions into the new Solvency II regime, which became effective on 1 January 2016.
Delta Lloyd expects the net proceeds of the Offering, together with funds received by Delta Lloyd from the intended sale of Van Lanschot and working capital optimisation, will give it a cash buffer to better position it to be able to pay cash dividends and recapitalise other parts of the group as needed (the ability to provide such support underpins the ability to recognise loss absorbing capacity of deferred taxes ('LAC DT') in Delta Lloyd's Solvency II standard formula ratio). In addition, Delta Lloyd expects the net proceeds of the Offering to reduce its reliance on its commercial paper programme and to enable it to repay long term debt, potentially including subordinated debt, as it decides desirable in the future. Delta Lloyd targets a cash buffer of 150% of its estimated annual finance and operational expenses, target dividend payout amount, group recapitalisation reserve and LAC DT recovery plan.
Terms of the rights issue
The following details are subject to the more detailed terms of the Offering that are set out in the Prospectus, which is available as of today, 23 March 2016.
Issue Price
Further to its press releases of 30 November 2015, 1 February 2016, 24 February 2016 and 16 March 2016, Delta Lloyd today announced its one for one rights issue of 227,567,943 new ordinary shares with a nominal value of EUR 0.20 (the "Offer Shares") at an issue price of EUR 2.85 per Offer Share (the "Issue Price") through the granting of transferable subscription rights ("Rights") to holders of ordinary shares in Delta Lloyd's issued and outstanding share capital pro rata to their shareholdings. The statutory pre-emptive rights (wettelijke voorkeursrechten) of existing shareholders have been excluded with respect to the Offering. The Issue Price represents a discount of 35.8% to the theoretical ex-rights price ("TERP"), based on the closing price of EUR 6.03 of ordinary shares on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam") on 21 March 2016.
Record Date and Exercise Period
Each ordinary share held today, 23 March 2016, at 17.40, Central European Time (or, when applicable, Central European Summer Time, "CET"), (the "Record Date") will entitle its holder to one Right. Eligible persons, as set out in the Prospectus, holding Rights (each an "Eligible Person") will be entitled to subscribe for one Offer Share for every one Right that they hold.
Eligible Persons may subscribe for Offer Shares through the exercise of Rights from 9.00 CET on 24 March 2016 until 14:00 CET on 7 April 2016 (the "Exercise Period"). The last date and/or time before which notification of exercise instructions may be validly given may be earlier, depending on the financial institution through which the Rights are held. Rights can only be exercised in multiples of 1. No fractions of Offer Shares will be issued. Except as otherwise set out in the Prospectus, once an Eligible Person has exercised his Rights, he may not revoke or modify that exercise. Any Rights that have not been exercised by the end of the Exercise Period, will expire and can no longer be exercised. Shareholders who transfer, or who do not, or are not permitted to, exercise any of their Rights granted under the Offering will suffer a dilution of their proportionate ownership and voting rights caused by the issue of the Offer Shares.
Listing of and trading in Rights
Application has been made to admit the Rights to trading on Euronext in Amsterdam and on Euronext in Brussels, the regulated market operated by Euronext Brussels SA/NV ("Euronext Brussels"). Trading in the Rights is expected to commence on Euronext in Amsterdam and Euronext in Brussels (under the symbol DLRI, ISIN NL0011784020) at 9.00 CET on 24 March 2016, and will continue until 17.40 CET on 6 April 2016.
Rump Offering
After the Exercise Period has ended, any Offer Shares that were issuable upon the exercise of Rights but have not been subscribed for during the Exercise Period (the "Rump Shares") will be offered for sale by the Joint Bookrunners by way of private placements to institutional and professional investors in The Netherlands and certain other eligible jurisdictions at a price at least equal to the Issue Price and any expenses related to procuring such subscribers (including any value added tax, if any) (the "Rump Offering"). The Rump Offering, if any, is expected to be completed by on or about 8 April 2016.
Upon completion of a potential Rump Offering, if the aggregate proceeds for the Rump Shares offered and sold in the Rump Offering, after deduction of selling expenses related to procuring such subscribers (including any value added tax) exceed EUR 0.01 per unexercised Right, the excess amount will be paid as follows: each holder of a Right that was not exercised at the end of the Exercise Period will be entitled to receive a part of the excess amount in cash, proportional to the number of unexercised Rights reflected in such holder's securities account.
Subject to the terms of the underwriting agreement, the Banks have agreed to subscribe themselves for any Offer Shares or Rump Shares validly subscribed for during the Exercise Period or in the Rump Offering, respectively, but not paid for, and any Rump Shares not validly subscribed for in the Rump Offering.
Timetable
Subject to acceleration or extension of the timetable for the Offering and barring unforeseen circumstances, the timetable below sets forth certain expected key dates for the Offering.
Event Time and Date
Record Date | 17.40 CET on 23 March 2016 |
Start of ex-Rights trading in the ordinary shares | 9.00 CET on 24 March 2016 |
Start of Exercise Period | 9.00 CET on 24 March 2016 |
Start of trading in the Rights | 9.00 CET on 24 March 2016 |
End of trading in the Rights | 17.40 CET on 6 April 2016 |
End of Exercise Period | 14.00 CET on 7 April 2016 |
Start of Rump Offering | Expected 7 April 2016 |
End of Rump Offering | Expected 8 April 2016 |
Settlement Date | 11 April 2016 |
Listing of, and start of trading in, the Offer Shares | 9.00 CET on 11 April 2016 |
Conditions to the Offering
The closing of the Offering is conditional upon the fulfilment of a number of conditions precedent as set out in the Prospectus under "Plan of Distribution".
General
Delta Lloyd is not taking any action to permit a public offering of the Rights or the Offer Shares in any jurisdiction outside The Netherlands and Belgium. The Rights will be granted and the Offer Shares will be offered only in those jurisdictions in which, and only to those persons to whom, granting of the rights and offers and sales of the Offer Shares (pursuant to the exercise of Rights or otherwise) may lawfully be made. The Rights and the Offer Shares have not been and will not be registered under the U.S. Securities Act of 1993 (the "Securities Act"), and may not be offered or sold within the United States.
Additional information
For more information on the Offering and Delta Lloyd, reference is made to the Prospectus dated 23 March 2016, as approved by the AFM. Copies (in print) of this Prospectus and any supplement to this Prospectus (if any) may be obtained by Eligible Persons at no cost from the date of this Prospectus at Delta Lloyd's head office. Alternatively, this Prospectus can also be accessed by Eligible Persons electronically on the website of Delta Lloyd at www.deltalloyd.com.
Disclaimer
Certain statements contained in this press release that are not historical facts are "forward-looking statements". Forward-looking statements are typically identified by the use of forward looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes", "anticipates", "annualised", "goal", "target" or "aim" or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy that involve risk and uncertainties. The forward-looking statements in this press release are based on management's beliefs and projections and on information currently available to them. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Delta Lloyd's control and all of which are based on management's current beliefs and expectations about future events.
Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. Delta Lloyd undertakes no duty to and will not update any of the forward-looking statements in light of new information or future events, except to the extent required by applicable law. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing Delta Lloyd and its subsidiaries. Such risks, uncertainties and other important factors include, among others: (i) changes in the financial markets and general economic conditions, (ii) changes in competition from local, national and international companies, new entrants in the market and self-insurance and changes to the competitive landscape in which Delta Lloyd operates, (iii) the adoption of new, or changes to existing, laws and regulations including Solvency II, (iv) catastrophes and terrorist-related events, (v) default by third parties owing money, securities or other assets on their financial obligations, (vi) equity market losses, (vii) long- and/or short-term interest rate volatility, (viii) illiquidity of certain investment assets, (ix) flaws in underwriting assumptions, pricing and/or claims reserves, (x) the termination of or changes to relationships with principal intermediaries or partnerships, (xi) the unavailability and unaffordability of reinsurance, (xii) flaws in Delta Lloyd's underwriting, operating controls or IT systems, or a failure to prevent fraud, (xiii) a downgrade (or potential downgrade) of Delta Lloyd's credit ratings, and (xiv) the outcome of pending, threatened or future litigation or investigations, or other factors referred to in this press release.
Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, Delta Lloyd's actual financial condition or results of operations could differ materially from those described herein as anticipated, believed, estimated or expected.
Please see the Annual Report for the year-ended 31 December 2015 for a description of certain important factors, risks and uncertainties that may affect Delta Lloyd's businesses.
The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. It is a press release and not a prospectus for the purposes of the Prospectus Directive. Any purchase of securities of Delta Lloyd N.V. (the 'Company') pursuant to the proposed offering should only be made on the basis of information that will be contained in the prospectus dated 23 March 2016 that has been published today in connection with the proposed offering (the 'Prospectus') and that has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), and any supplement or amendment thereto. The Prospectus contains detailed information about the Company and its management, as well as financial statements and other financial data.Copies of the Prospectus may be obtained at no cost through the Company's website (www.deltalloyd.com). It may be unlawful to distribute the Prospectus in certain jurisdictions.
These written materials do not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or any other jurisdiction. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
This announcement should not be distributed, published or reproduced in whole or in part or disclosed by recipients and any such action may be restricted by law in certain jurisdictions. Persons receiving this announcement should inform themselves about and observe any such restriction: failure to comply may violate securities laws of any such jurisdiction.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Banks (as defined below) assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the Prospectus.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than the Netherlands and Belgium. With respect to each Member State of the European Economic Area other than the Netherlands and Belgium 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 securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or (b) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, 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 the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) in the United Kingdom, persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or who are high net worth entities, and other persons to whom it may lawfully be communicated, including those falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents.
All investment is subject to risk. The value of the securities offered may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.
The contents of this announcement have not been verified by Barclays Bank PLC ("Barclays"), Goldman Sachs International, Merrill Lynch International ("BofA Merrill Lynch"), ABN AMRO Bank N.V. ("ABN AMRO"), Coöperatieve Rabobank U.A. ("Rabobank") or any of their respective affiliates (together, the "Banks").
The Banks, each of which are authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.
No reliance may be placed for any purposes whatsoever on the information contained in this announcement or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or the Banks or their subsidiary undertakings, affiliates, respective agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as so to the fairness, accuracy, completeness or verification of the information or the opinions contained in this announcement and no liability is accepted for any such information or opinions. Each of the Banks accordingly disclaims all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. Persons receiving this document will make all trading and investment decisions in reliance on their own judgement and not in reliance on the Banks. None of the Banks is providing any such persons with advice on the suitability of the matters set out in this announcement or otherwise providing them with any investment advice or personal recommendations. Any information communicated or otherwise made available in this announcement is incidental to the provision of services by the Banks to the Company and is not based on individual circumstances.
In connection with the Offering, each of the Banks and any of its respective affiliates may take up the Rump Shares (if any) as a principal position and, in that capacity, may retain, purchase or sell for its own account such securities and any securities of the Company or related investments, and may offer or sell such securities or other investments otherwise than in connection with the Offering. Accordingly, references in this announcement to the Offer Shares or the Rump Shares being offered or placed should be read as including any offering or placement of securities to any of the Banks and any of their respective affiliates acting in such capacity. In addition, certain of the Banks or their affiliates may enter into financial arrangements (including swaps) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of securities including the Offer Shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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
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