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ING GROUP TO ACQUIRE SHARES OF BBL

 ING GROUP TO ACQUIRE SHARES OF BBL
 AMSTERDAM, The Netherlands, Sept. 10 /PRNewswire/ -- Internationale


Nederlanden Groep N.V. (ING Group) announced that, after following the procedure of the syndicate agreement of shareholders of Bank Brussel Lambert (BBL), it will acquire the shares offered by SBH Investments and Unipar at a maximum price of BF 3,600 per share (approximately U.S. $1.25).
 This acquisition concerns 6.72 percent of the BBL shares, 5.2 percent of which are syndicated.
 On the condition that it will first be able to obtain sufficient information and clarification of, among other things, an accounting nature, ING Group will decide, after having acquired the shares held by SBH Investments and Unipar, to make a voluntary public offer for all outstanding BBL shares. This was discussed with the Belgian Banking and Finance Commission. The intended decision is in accordance with the Commission's recommendation.
 The board of directors of BBL has informed ING Group that it approves the information procedure requested by ING Group.
 The issuing of the intended offer will depend on a number of circumstances. The first is the development of the further procedure of the syndicate agreement. Also the results of the information procedure may have an effect on the offer and its price which will be a maximum of BF 3,600 (approximately U.S. $1.25) per share for all parties concerned.
 Authorities and trade unions have been informed about the intention of the voluntary public offer. The Staff Representative Organization of ING Group shall be consulted.
 ING Group expects that it will not be able to announce its final decision on the issuing of the public offer as well as on the conditions of such an offer until the middle of October 1992.
 Upon issuing the public offer, ING Group will reserve the right not to purchase the shares tendered under the offer if, after expiration of the term of the offer, it is not able to acquire at least 51 percent of the BBL shares including its present participation.
 Financing a possible public offer
 In the financing of the public offer ING Group will take into account its earlier statements to its shareholders, that in this context profit per ING-share is not expected to decrease.
 When the offer is made, it will be made in cash and will imply a maximum investment of NLG 3.2 billion (approximately U.S. $2.0 billion) for all BBL shares not yet held by ING Group. The financing of the offer will be arranged partly by issuing preference shares. In this connection, ING Group is considering preference shares of which the dividend is fixed for 10 years on the date of issue and based on the capital market interest rate at that time.
 Since the Articles of Association of ING Group do not provide for such financing instrument, it will convene an extraordinary general meeting of shareholders on Oct. 12 for the purpose of amending the Articles of Association.
 Background
 The acquisition of a substantial participation in BBL responds to the strategic objective of ING Group to create a second home market in Europe. This aims at the further strengthening of the position of ING Group in the European financial services market. As to services to private and corporate clients, ING Group, with BBL, will occupy from the viewpoint of integrated financial services an important position in virtually all financial market segments.
 In Belgium, the emphasis of the cooperation with BBL will be in the field of banking and insurance. In joint international activities a maximum of synergy will be aimed for.
 In addition to these opportunities, which will enlarge the business volume cost savings shall also be realized in the longer term.
 BBL's identity
 When the public offer is completed by ING Group, BBL will, as a Belgian bank, while retaining its own identity and corporate culture, take part in the development of the strategy of ING Group together with the other corporate entities of ING Group.
 -0- 9/10/92
 /CONTACT: Ph.J. de Koning Gans of Internationale Nederlanden Group, 31-20-646-2201/ CO: Internationale Nederlanden Groep; ING Group; Bank Brussel Lambert ST: IN: INS FIN SU:


EA-BN -- AT006 -- 7932 09/10/92 10:49 EDT
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Date:Sep 10, 1992
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