NN Group Announces Notes Offer to Investors

Official statement from Netherlands insurer NN Group, as they launch a notes offer;

NN Group announces its invitation to holders of its EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) (the “Notes”), to tender their Notes for purchase by NN Group for cash (the “Offer”). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 4 March 2024 (the “Tender Offer Memorandum”) as prepared by NN Group, and is subject to the offer restrictions set out below, and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum and the full launch announcement in respect of the Offer are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offer

The purpose of the Offer and the planned issuance of New Securities (as defined below) is, amongst other things, to proactively manage NN Group’s expected redemption profile. The Offer also provides Noteholders with the opportunity to sell their current holdings in the Notes and to apply for priority in the allocation of the New Securities, as more fully described in the Tender Offer Memorandum.

Irrespective of the outcome of the Offer, NN Group intends to continue to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offer on an economic basis, taking into account the prevailing circumstances at the relevant time, including: prevailing market conditions, current and future regulatory value, relative funding value of the Notes, rating agency considerations and any regulatory developments.