VAN LANSCHOT : Delta Lloyd launches the sale of its shareholding in Van Lanschot

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA , SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Amsterdam / 's-Hertogenbosch, 31 May 2016

Delta Lloyd N.V., Delta Lloyd Levensverzekering N.V. and Delta Lloyd Schadeverzekering N.V. ("Delta Lloyd") are offering (the "Offering") up to 11.3 million existing depositary receipts (the "Offer DRs") representing class A ordinary shares in the capital of Van Lanschot N.V. (the "Company" or "Van Lanschot") with a nominal value of €1 each. The Offer DRs represent approximately 27.4% of the Company's total issued share capital.

Offering highlights

• Offer and subscription period commences today and is expected to end for retail investors at 5:30pm CET on 7 June 2016 and for institutional investors at 2:00pm CET on 8 June 2016, subject to acceleration or extension
• Sale of up to 11.3 million Offer DRs by Delta Lloyd representing 27.4% of Van Lanschot's share capital, excluding exercise of the over-allotment option
• Over-allotment option of up to 10% of the Offer DRs which will consist of existing depositary receipts held by Delta Lloyd. The total sale including the over-allotment option represents the full stake held by Delta Lloyd of approximately 30.2% in Van Lanschot's share capital
• The offer price ("Offer Price") is expected to be in the range of €15.00 to €18.00 per Offer DR and will be determined following a bookbuilding process
• The Offering will allow Van Lanschot to substantially increase its free float and is expected to increase the liquidity of its  listed depositary receipts
• Up to 1% of the Offering (excluding the over-allotment option) is reserved for a preferential allocation of the Offer DRs to eligible employees of Van Lanschot
• The members of Van Lanschot's Executive Board will subscribe for Offer DRs at the Offer Price for an aggregate amount of €1,060,000 and these subscriptions will be allocated in full
• Prospectus available as of today

Please follow the link below to download the press release, the prospectus and other relevant information.

For further information

https://corporate.vanlanschot.nl/offering

Delta Lloyd
Media Relations +31 20 594 4488, mediarelations@deltalloyd.nl
Investor Relations + 31 20 594 9693, ir@deltalloyd.nl

Van Lanschot
Media Relations +31 20 354 4585, mediarelations@vanlanschot.com
Investor Relations +31 20 354 4590, investorrelations@vanlanschot.com


About Delta Lloyd
Delta Lloyd NV provides life insurance, pensions, general insurance, asset management and banking products and services to 4.2 million customers in the Netherlands and Belgium. Delta Lloyd uses multiple channels to distribute its products and services under well-known and respected brands: Delta Lloyd, BeFrank, OHRA and ABN AMRO Insurance. Delta Lloyd has 4,130 full-time employees, of which 3,647 are in the Netherlands and 483 in Belgium. Delta Lloyd is listed on Euronext Amsterdam and Brussels.

About Van Lanschot
Van Lanschot NV is the holding company of F. van Lanschot Bankiers NV, the oldest independent bank in the Netherlands with a history dating back to 1737. Van Lanschot, a wealth manager operating under the Van Lanschot and Kempen & Co brand names, is active in Private Banking, Asset Management and Merchant Banking, with the aim of preserving and creating wealth for its clients. Van Lanschot NV is listed on Euronext Amsterdam.


Disclaimer

The contents of this announcement have been prepared by and are the sole responsibility of Delta Lloyd and the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Canada, Australia, South Africa or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Van Lanschot N.V. (the Company), and such securities (the Securities) in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

The Securities are not and will not be registered under the U.S. 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 the registration requirements of the Securities Act. The Company has no intention to register any part of the offering in the United States or make a public offering of Securities in the United States.

In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) 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 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than the Netherlands. With respect to any Member State of the European Economic Area, other than the Netherlands, 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 (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purpose of this paragraph, the expression "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 the investor to decide to exercise, purchase or subscribe for 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 Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.

This announcement does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that is contained in the prospectus to be made generally available in the Netherlands in connection with such offering. Copies of the prospectus may be obtained at no cost from the Company, Kempen & Co N.V. or through the website of the Company.

Any purchase of Securities in the proposed Offering should be made solely on the basis of the information contained in the prospectus. The information in this announcement is subject to change.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

In connection with the Offering of the Securities, Goldman Sachs International, UBS Limited, Merrill Lynch International, ABN AMRO Bank N.V., Kempen & Co N.V. and Kepler Cheuvreux S.A., and any of their affiliates, may take up a portion of the Securities in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the Securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs International, UBS Limited, Merrill Lynch International , ABN AMRO Bank N.V., Kempen & Co N.V. and Kepler Cheuvreux S.A. and any of their affiliates acting in such capacity. In addition Goldman Sachs International, UBS Limited, Merrill Lynch International, ABN AMRO Bank N.V., Kempen & Co N.V. and Kepler Cheuvreux S.A. and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Goldman Sachs International, UBS Limited, Merrill Lynch International, ABN AMRO Bank N.V., Kempen & Co N.V. and Kepler Cheuvreux S.A. and any of their affiliates may from time to time acquire, hold or dispose of Securities. Goldman Sachs International, UBS Limited, Merrill Lynch International, ABN AMRO Bank N.V., Kempen & Co N.V. and Kepler Cheuvreux S.A. do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of Goldman Sachs International, UBS Limited, Merrill Lynch International, ABN AMRO Bank N.V., Kempen & Co N.V. and Kepler Cheuvreux S.A. or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or Delta Lloyd, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, Goldman Sachs International as Stabilisation Agent, or any of its agents, on behalf of the Managers, may (but will be under no obligation to), to the extent permitted by applicable law, over allot the Securities or effect other transactions with a view to supporting the market price of the Securities at a higher level than that which might otherwise prevail in the open market. The Stabilisation Agent will not be required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange (including Euronext Amsterdam) or otherwise and may be undertaken at any time during the period commencing on the settlement date and ending no later than 30 calendar days after the date of the publication of the pricing statement. The Stabilisation Agent or any of its agents will not be obligated to effect stabilising transactions, and there will be no assurance that stabilising transactions will be undertaken. Such stabilising transactions, if commenced, may be discontinued at any time without prior notice. Save as required by law or regulation, neither the Stabilisation Agent nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions under the Offering. None of the Company, Delta Lloyd or any of the Managers makes any representation or prediction as to the direction or the magnitude of any effect that the transactions described above may have on the price of the Securities or any other securities of the Company.

Goldman Sachs International and UBS Limited (together, the Joint Global Co-ordinators) and Merrill Lynch International and ABN AMRO Bank N.V. (together, the Joint Bookrunners and together with the Joint Global Co-ordinators, the Managers) act exclusively for the Company and Delta Lloyd and no-one else in connection with any offering of Securities and will not be responsible to anyone other than the Company and Delta Lloyd for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein. The Joint Global Co-ordinators and Merrill Lynch International are each authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom.