Press Release - Outside trading hours - Regulated information*
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY STATE OR JURISDICTION INTO WHICH DOING SO WOULD BE UNLAWFUL
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December 2012
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KBC Group NV ("KBC" or the "Company") announces the successful placement of 58,835,294 ordinary shares at a price of EUR 21.25 per share, resulting in gross cash proceeds of EUR 1,250,250,000.
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The offering comprises approximately 35.8 million new ordinary shares which will be listed on 13 December 2012 and 23 million new registered shares which will be swapped with a core shareholder (M.R.B.B. CVBA) against existing ordinary shares held by it. The intention is to list the new registered shares by the annual shareholders' meeting of April 2013.
Details of the offering
Following the capital increase, the issued share capital of KBC Group NV will amount to EUR 1,250,250,000, represented by 58,835,294 shares with no nominal value.
KBC, as well as certain core shareholders, have agreed to a six-month lock-up, subject to certain customary exceptions and the granting of a pledge in respect of certain financings.
Settlement is scheduled to occur on 13 December 2012.
Johan Thijs, KBC Group CEO commented on today's announcement as follows: "The issuance today was very well received in the market and we are happy with the success of the transaction. Just like with the successful covered bonds transaction a couple of weeks ago, we managed to do the book building in a very short period of time and noticed a healthy appetite from different types of institutional investors. Moreover, the new shares are issued at 21,25 EUR which represents a discount of only 9.5 % compared to the closing price of last Friday (23,47 EUR). This is a clear testimony of the trust institutional investors place in KBC's fundamentals and bank-insurance business model. It confirms our position among the best capitalised, most liquid and profitable European financial institutions."
Contact details:
Wim Allegaert, General Manager, Investor Relations, KBC Group
Tel +32 2 429 40 51 E-mail wim.allegaert@kbc.be
Viviane Huybrecht, General Manager, Group Communications/Spokesperson, KBC Group
Tel +32 2 429 85 45 E-mail pressofficekbc@kbc.be
Disclaimer
This announcement is for information purposes and is not intended to constitute, and should not be construed as an offer to sell or a solicitation to buy or subscribe to any securities, and the offer of KBC Group shares does not constitute a public offering in any jurisdiction, including in Belgium. Any public offering of securities would be made by means of a prospectus that contains detailed information about KBC Group, including financial statements. In accordance with the Prospectus Directive (2003/71/EC, as amended by Directive 2010/73/EU), no prospectus is required in connection with the issuance of securities described in this announcement. A prospectus will not be published in connection with the bookbuild.
This communication is for distribution in member states of the European Economic Area only to persons falling within the meaning of Article 2(1)(e) of the Prospectus Directive 2003/71/EC as amended by Directive 2010/73/EU and in the United Kingdom only to investment professionals falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), persons falling within article 49 (2), (a) to (d) of the Order (high net worth companies, unincorporated associations, etc) and other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). The information regarding the transaction set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other state or jurisdiction into which doing so would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
Certain statements included in this announcement, as well as oral statements that may be made by KBC Group, or by officers, directors or employees acting on their behalf related to the subject matter hereof, constitute or are based on forward-looking statements. Forward-looking statements are preceded by, followed by or include the words "may", "will", "should", "expect", "envisage", "intend", "plan", "project", "estimate", "anticipate", "believe", "hope", "can", "is designed to" or similar phrases. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of KBC Group, that could cause KBC Group's actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date they are made. KBC Group undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect any change in KBC Group's expectations with regard thereto.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities of KBC Group, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. This announcement is not an offer of securities for sale into the United States, Canada, Australia, Japan, South Africa or in any jurisdiction in which such offer or solicitation is unlawful.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to registration under, or an exemption from the registration requirements of, the Securities Act. There will be no public offering of securities in the United States.
J.P. Morgan Securities plc is acting exclusively for KBC Group and no one else in connection with the bookbuild. J.P. Morgan Securities plc will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the bookbuild and will not be responsible to anyone other than KBC Group for providing the protections afforded to its clients nor for the giving of advice in relation to the bookbuild or any transaction, matter or arrangement referred to in this announcement.
* This news item contains information that is subject to the transparency regulations for listed companies.
