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Update on dividend in relation to the intended all-cash public offer by Flora Acquisition B.V. for all NIBC shares

On 28 April 2020 the Offeror announced that it lacked certain funds to pay for the Offer after NIBC had delayed the payment of the 2019 final dividend of EUR 0.53 per share.

After further discussions NIBC has now committed to the Offeror to pay the dividend before settlement of the Offer, in order to enable the Offeror to pay for the Offer at EUR 9.32 per share. As a result, NIBC shareholders will receive the dividend of EUR 0.53 sometime after the Offer is made and before payment of the Offer Price, not subject to any conditions. This removes the impediment for the Offeror to declare certain funds to pay for the Offer.

NIBC’s major shareholders J.C. Flowers & Co and Reggeborgh Invest have agreed to waive the right to collect the dividend payable on their shares, until such time that in the opinion of the management and supervisory boards of NIBC, payment is feasible and appropriate in light of the impact of COVID-19 on the business, or when NIBC or NIBC Bank pays another dividend or capital distribution to its shareholders, or repurchases any of the shares in its capital.

NIBC is continuing its preparations for the Offer. The Offeror is expected to submit a request for review and approval of the offer memorandum in relation to the Offer with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) by no later than 19 May 2020, which is the statutory deadline for this submission.

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