ING Bank N.V. announces an offer to purchase notes for cash
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
ING Bank N.V. (the “Offeror”) has today launched an invitation to the holders of its (i) 0.375% Fixed Rate Senior Notes due 26 November 2021 (the “November 2021 Notes”); (ii) 4.500% Fixed Rate Notes due 21 February 2022 (the “February 2022 Notes”); and (iii) 0.000% Fixed Rate Senior Notes due 8 April 2022 (the “April 2022 Notes” and, together with the November 2021 Notes and the February 2022 Notes, the “Notes” and each a “Series”) to tender their outstanding Notes for purchase by the Offeror for cash up to a maximum aggregate nominal amount (the "Maximum Acceptance Amount") to be determined and announced in the Announcement (defined below) (the "Tender Offer"), subject to applicable offer and distribution restrictions.
The Tender Offer is being made on the terms and subject to the conditions set out in a tender offer memorandum dated 10 November 2020 (the "Tender Offer Memorandum") and is subject to the offer and distribution restrictions set out below and more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Tender Offer
|Title of Notes||ISIN/Common Code||Outstanding Nominal Amount||Purchase Yield1||Maximum Acceptance Amount|
|0.375% Fixed Rate Senior Notes due 26 November 2021||XS1914937021 / 191493702||€1,500,000,000||-0.525%|
|4.500% Fixed Rate Notes due 21 February 2022||XS0748187902 / 074818790||€1,750,000,000||-0.500%||Up to an aggregate nominal amount to be determined and announced in the Announcement|
|0.000% Fixed Rate Senior Notes due 8 April 2022||XS1976945722 / 197694572||€1,250,000,000||-0.475%|
On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror invites Holders of the Notes (subject to the offer and distribution restrictions contained herein and more fully described in the Tender Offer Memorandum) to tender their Notes for repurchase by the Offeror at the relevant Purchase Price together with Accrued Interest.
The Offeror reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Tender Offer and to amend or waive any of the terms and conditions of the Tender Offer in any manner, subject to applicable laws and regulations.
Tenders of Notes for purchase must be made to the Offeror in accordance with the procedures set out in the Tender Offer Memorandum. The Offeror intends to announce, inter alia, its decision whether to accept valid tenders of Notes for purchase pursuant to the Tender Offer in an announcement expected to be made on 19 November 2020.
The Offeror intends to cause the Notes that have been purchased pursuant to the Tender Offer to be cancelled. Notes which have not been validly submitted and accepted for purchase pursuant to the Tender Offer will remain outstanding.
Rationale for the Tender Offer
The Offeror is making the Tender Offer to optimise the balance sheet of the Offeror.
Purchase Price and Accrued Interest
The purchase price of each Series of Notes (the “Purchase Price”) will be determined in accordance with market convention in the manner described in the Tender Offer Memorandum by reference to a yield (such yield, the relevant “Purchase Yield”).The Purchase Price will be expressed as a percentage of the nominal amount of the relevant Series of Notes, and is intended to reflect a yield to maturity on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the relevant Series of Notes up to and including the scheduled maturity date of such Series of Notes, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield of such Series of Notes, minus (b) the relevant Accrued Interest.
In addition to the Purchase Price paid to Holders of Notes accepted for purchase pursuant to the Tender Offer, Holders will be paid accrued interest, being the accrued and unpaid interest from, and including, the immediately preceding interest payment date for the relevant Series of Notes to, but excluding, the Settlement Date (the “Accrued Interest”). The Accrued Interest will be paid per the relevant Authorised Denomination in nominal amount of Notes validly tendered and purchased pursuant to the Tender Offer, rounded to the nearest €0.01.
Maximum Acceptance Amount
If the Offeror decides, in its sole and absolute discretion, to accept valid tenders of Notes pursuant to the Tender Offer, it will accept for purchase one or more Series of Notes up to the Maximum Acceptance Amount. The Offeror will determine the Maximum Acceptance Amount at its sole and absolute discretion. The Maximum Acceptance Amount will be announced in the Announcement which is expected to take place one business day after the Expiration Time. See “Significant Dates and Times” below for further information.
The Offeror will determine the allocation of the nominal amount accepted for purchase pursuant to the Tender Offer among the different Series of Notes in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of one Series as compared to the other Series of Notes.
Series Acceptance Amounts
If the Offeror accepts any Notes of a Series for purchase pursuant to the Tender Offer and the aggregate nominal amount of such Series validly offered for purchase is greater than the final aggregate nominal amount of such Series accepted for purchase, the Offeror intends to accept Notes of such Series for purchase on a pro-rata basis in the manner set out below and in the Tender Offer Memorandum under “Pro-ration”, such that the aggregate nominal amount of such Series accepted for purchase pursuant to the Tender Offer is no greater than the Series Acceptance Amount.
In the circumstances described in the Tender Offer Memorandum in which valid tenders of Notes of a Series pursuant to the Tender Offer are to be accepted, at the sole and absolute discretion of the Offeror, on a pro-rata basis, each such tender of Notes of the relevant Series will be scaled by a factor (each a “Pro-ration Factor”) equal to (i) the relevant Series Acceptance Amount divided by (ii) the aggregate nominal amount of Notes of such Series that have been validly tendered for purchase pursuant to the Tender Offer, subject to any adjustments following the rounding of tenders of Notes of the relevant Series as described below.
Each tender of Notes of such Series that is scaled in this manner will be rounded to the nearest €1,000 in nominal amount. In addition, in the event of such scaling, the Offeror intends that pro rata scaling will be applied (to the extent practicable, and adjusted as may be applicable) to each valid tender of Notes of the relevant Series in such a manner as will result in both:
- the relevant Holder transferring Notes of the relevant Series to the Offeror in an aggregate nominal amount of at least €100,000 in nominal amount for such Series; and
- the relevant Holder’s residual amount of Notes of the relevant Series (being the nominal amount of the Notes the subject of the relevant tender instruction that are not accepted for purchase by virtue of such scaling), amounting to either (i) at least €100,000 in nominal amount of the relevant Series or (ii) zero, and the Offeror therefore reserves the right (but shall not be obliged) to adjust the Pro-ration Factor applicable to any relevant tender instruction accordingly.
Any Notes not accepted for purchase due to the application of the Series Acceptance Amount or pro-ration resulting therefrom will be unblocked in the relevant Clearing System promptly following the expiration or termination of the Tender Offer. Given the potential for pro-ration, a separate tender instruction must be submitted on behalf of each beneficial owner of the Notes.
Significant Dates and Times
This is an indicative timetable showing one possible outcome for the timing of the Tender Offer based on the dates in the Tender Offer Memorandum. This timetable is subject to change and dates and times may be extended or amended by the Offeror in accordance with the terms of the Tender Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
|Event||Time and Date||Description|
|Launch Date||10 November 2020||Commencement of the Tender Offer. Tender Offer Memorandum available from the Tender Agent.|
|Expiration Time||5:00 p.m. (CET) on 17 November 2020, unless extended.||The deadline for Holders to validly tender Notes and for such tenders to be received by the Tender Agent to be eligible for the Purchase Price and Accrued Interest.|
|Announcement of Results||As soon as practicable on the business day following the Expiration Time.||Announcement by the Offeror of whether it will accept valid tenders of Notes of any Series pursuant to the Tender Offer and, if so, (i) the Maximum Acceptance Amount, (ii) in relation to each Series of Notes, the Series Acceptance Amount and any Pro-ration Factor(s) and (iii) the relevant Purchase Price in relation to each Series of Notes accepted for purchase (the “Announcement”).|
|Settlement Date||Expected to be on 19 November 2020, unless extended.||Expected Settlement Date for Notes validly tendered and accepted by the Offeror. Payment of the relevant Purchase Price and any Accrued Interest in respect of any such Notes.|
Unless stated otherwise, announcements in connection with the Tender Offer will be made by publication through one or more recognised financial news service or services (e.g. Reuters/Bloomberg) as selected by the Offeror, the relevant Reuters Insider Screen and/or Euronext Amsterdam. All announcements shall, absent manifest error, be final and binding on the Offeror and the Holders. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Tender Offer. In addition, Holders may contact the Dealer Managers for information using the contact details set out below.
Beneficial owners of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in the Tender Offer before the deadlines specified in this Tender Offer Memorandum. The deadlines set by any such intermediary and the Clearing Systems for the submission and withdrawal of tender instructions will be earlier than the relevant deadlines specified above.
For Further Information:
A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:
The Dealer Managers
Deutsche Bank Aktiengesellschaft
Mainzer Landstraße 11-17
60329 Frankfurt am Main
Telephone: +44 20 7545 8011
Attention: Liability Management Group
ING Bank N.V.
1102 BD Amsterdam
Telephone: +44 20 7767 6784
Attention: Liability Management Team
30, avenue Pierre Mendès France
Telephone: + 33 1 58 55 08 14
Attention: Liability Management
The Tender Agent
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.
Note for editors
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IMPORTANT LEGAL INFORMATION
Elements of this press release contain or may contain information about ING Groep N.V. and/ or ING Bank N.V. within the meaning of Article 7(1) to (4) of EU Regulation No 596/2014.
Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those in such statements due to a number of factors, including, without limitation: (1) changes in general economic conditions, in particular economic conditions in ING’s core markets, including changes affecting currency exchange rates, (2) the effects of the Covid-19 pandemic and related response measures, including lockdowns and travel restrictions, on economic conditions in countries in which ING operates, on ING’s business and operations and on ING’s employees, customers and counterparties, (3) changes affecting interest rate levels, (4) any default of a major market participant and related market disruption, (5) changes in performance of financial markets, including in Europe and developing markets, (6) changes in the fiscal position and the future economic performance of the United States, including potential consequences of a downgrade of the sovereign credit rating of the US government, (7) consequences of the United Kingdom’s withdrawal from the European Union, (8) changes in or discontinuation of ‘benchmark’ indices, (9) inflation and deflation in our principal markets, (10) changes in conditions in the credit and capital markets generally, including changes in borrower and counterparty creditworthiness, (11) failures of banks falling under the scope of state compensation schemes, (12) non-compliance with or changes in laws and regulations, including those financial services and tax laws, and the interpretation and application thereof, (13) geopolitical risks, political instabilities and policies and actions of governmental and regulatory authorities, (14) ING’s ability to meet minimum capital and other prudential regulatory requirements, (15) outcome of current and future litigation, enforcement proceedings, investigations or other regulatory actions, including claims by customers, (16) operational risks, such as system disruptions or failures, breaches of security, cyber-attacks, human error, changes in operational practices or inadequate controls including in respect of third parties with which we do business, (17) risks and challenges related to cybercrime including the effects of cyber- attacks and changes in legislation and regulation related to cybersecurity and data privacy, (18) changes in general competitive factors, (19) the inability to protect our intellectual property and infringement claims by third parties, (20) changes in credit ratings, (21) business, operational, regulatory, reputation and other risks and challenges in connection with climate change, (22) inability to attract and retain key personnel, (23) future liabilities under defined benefit retirement plans, (24) failure to manage business risks, including in connection with use of models, use of derivatives, or maintaining appropriate policies and guidelines, (25) changes in capital and credit markets, including interbank funding, as well as customer deposits, which provide the liquidity and capital required to fund our operations, (26) the other risks and uncertainties detailed in the most recent annual report of ING Groep N.V. (including the Risk Factors contained therein) and ING’s more recent disclosures, including press releases, which are available on www.ING.com.
This document may contain inactive textual addresses to internet websites operated by us and third parties. Reference to such websites is made for information purposes only, and information found at such websites is not incorporated by reference into this document. ING does not make any representation or warranty with respect to the accuracy or completeness of, or take any responsibility for, any information found at any websites operated by third parties. ING specifically disclaims any liability with respect to any information found at websites operated by third parties. ING cannot guarantee that websites operated by third parties remain available following the publication of this document, or that any information found at such websites will not change following the filing of this document. Many of those factors are beyond ING’s control.
Any forward looking statements made by or on behalf of ING speak only as of the date they are made, and ING assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or for any other reason.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States or any other jurisdiction.
Elements of this announcement contain or may contain information about ING Bank N.V. within the meaning of Article 7(1) to (4) of EU Regulation No 596/2014.
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Offeror, the Dealer Managers or the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Tender Offer.
Offer and Distribution Restrictions
None of this announcement, the Tender Offer Memorandum or any other materials relating to the Tender Offer constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the Securities Act (as defined herein (each a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communications. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, by any person acting for or on the account or benefit of any U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in the Tender Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Tender Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, “United States” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Offeror, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”) and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement, the Tender Offer Memorandum or any of its contents.
The Tender Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Tender Offer Memorandum or any other documents or offering materials relating to the Tender Offer, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. Neither this announcement nor the Tender Offer Memorandum has been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
None of this announcement, the Tender Offer, the Tender Offer Memorandum or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes in the Tender Offer will not be accepted from holders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers’ respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
Holders must comply with all laws that apply to them in any place in which they possess this Tender Offer Memorandum. Holders must also obtain any consents or approvals that they need in order to tender their Notes. None of the Offeror, the Dealer Managers or the Tender Agent is responsible for Holders' compliance with these legal requirements.