Highfields Capital Sends Pre-Litigation Notice of Objection under Dutch Law to Delta Lloyd Regarding the Company's Proposed Dilutive Rights Offering

-- Notes Existence of Procedures That May Require Shareholders to Vote as Early as 3 March, and Requests Company Accept Votes until the Previously Announced 9 March Voting Deadline --

-- Requests Removal of Rights Offering from the Extraordinary General Meeting until after Uplift from Adoption of the Company's Partial Internal Model and Other Capital Improvements Take Effect --

Mar 03, 2016, 03:00 ET from Highfields Capital Management

BOSTON, March 3, 2016 /PRNewswire/ -- Highfields Capital Management ("Highfields"), a value-oriented investment management firm that currently holds more than 9% of the outstanding shares of Delta Lloyd NV ("Delta Lloyd")(AMS: DL), today sent to Delta Lloyd a Notice of Objection under Article 2:349(1) of the Dutch Civil Code (the "Notice"). The delivery of such Notice is a necessary step required for a shareholder to seek relief from applicable judicial authorities.

In its Notice, Highfields requests that the Rights Offering be presented to shareholders only after the approval of the Company's Partial Internal Model, or 30 June 2017, whichever is earliest. Doing so will allow for the development and assessment of capital ratio improvements that likely will make shareholder dilution avoidable.  Further steps by Highfields in the Dutch courts or otherwise will in part depend on the Company's response to the requests in Highfields' Notice.

In calling for the postponement of the Rights Offering until mid-2017, Highfields again noted the Company's already adequate capital ratio as well as the several steps available to increase its capital ratio even further. Even without adoption of the Partial Internal Model, Delta Lloyd's presentation of 24 February 2016 supports the conclusion that the Company's Solvency II ratio can quickly rise to 150-160%, the middle of Management's target range, without a capital raise. In addition, given the success that Delta Lloyd's competitors, including NN Group and Aegon, had in obtaining Partial Internal Model approval in 2015, Highfields believes that Delta Lloyd will likely receive approval sooner than Management claims and the resulting uplift will further make a capital raise unnecessary.  Accordingly, pushing through a massively dilutive, and unnecessary, capital raise is not in the interest of the Company or its shareholders.

Also in the Notice, Highfields calls attention to an undisclosed voting deadline that hampers shareholders in expressing their opinion on the Rights Offering. While the Company has prominently stated that the deadline for submitting a proxy to vote is the close of business on 9 March 2016, the actual deadline for many shareholders who hold through brokers and nominees may be as early as Thursday, 3 March 2016, a fact unknown to many shareholders.

In its Notice of Objection, Highfields also has asked the Company to take such action as is necessary to allow shareholder proxies to be accepted up to the 9 March announced deadline. Failing to do so will cause many shareholders who were unaware of this change to be denied an opportunity to vote.  

Highfields also reiterated and elaborated on its request made on 1 March 2016 that Delta Lloyd post Highfields' presentation on the unnecessary and dilutive Rights offer on the Delta Lloyd website, per Dutch Law.

Highfields' presentation to Delta Lloyd is available at www.DeltaLloydvote.com andwww.DeltaLloydvote.nl.  

About Highfields Capital
Highfields Capital Management is a $12 billion value-oriented investment management firm which manages private investment funds for endowments, charitable and philanthropic foundations, pension funds and other institutional and private investors.  The Highfields' funds, whose average holding period for core investments is 3 to 5 years, invest worldwide in public and private companies across a wide variety of industries and security types. The firm was founded in 1998 and is based in Boston, MA.

Media Contacts:
Andrea Calise or Todd Fogarty
andrea.calise@kekst.com or todd.fogarty@kekst.com

SOURCE Highfields Capital Management