KBC Group : KBC announces a successful placement of new ordinary shares

2012-12-10 19:03:18 -

Press Release -  Outside trading hours - Regulated information*


10.  December 2012

* 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.
* 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

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

Viviane Huybrecht, General Manager, Group Communications/Spokesperson, KBC Group
Tel +32 2 429 85 45 E-mail

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
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
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.


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