ING Bank N.V. offer to purchase notes for cash announcement of results

18 November 2020 ... min read Listen

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR TO ANY U.S. PERSON (AS DEFINED BELOW) 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.

On 10 November 2020, ING Bank N.V. (the "Offeror") 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”) 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 this announcement (the "Tender Offer"), subject to applicable offer and distribution restrictions.

Further to such invitation, the Offeror hereby informs the Holders that, as of the Expiration Time for the Tender Offer (being 5:00 p.m. (CET) on 17 November 2020), the aggregate nominal amount of Notes validly tendered by Holders and to be accepted for purchase, and the applicable Purchase Price, is as set out in the table below. Each such Holder is entitled to receive on the Settlement Date (being 19 November 2020) the Purchase Price plus any Accrued Interest.

Title of Notes ISIN / Common Code Outstanding Nominal Amount1 Purchase Price Series Acceptance Amount Maximum Acceptance Amount Nominal Amount Tendered and Accepted2 Pro-ration Factor
0.375% Fixed Rate Senior Notes due 26 November 2021 XS1914937021 / 191493702 €1,500,000,000 100.922% €741,800,000 €1,696,391,000 €741,800,000 Not applicable
4.500% Fixed Rate Notes due 21 February 2022 XS0748187902 / 074818790 €1,750,000,000 106.322% €240,391,000 €1,696,391,000 €240,391,000 Not applicable
0.000% Fixed Rate Senior Notes due 8 April 2022 XS1976945722 / 197694572 €1,250,000,000 100.661% €714,200,000 €1,696,391,000 €714,200,000 Not applicable
1 As of the commencement date of the Tender Offer.
2 As of the Expiration Time, as reported by the Tender Agent.


The Tender Offer remains subject to the conditions and restrictions set out in a tender offer memorandum dated 10 November 2020 (the "Tender Offer Memorandum"). Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

The Offeror intends to accept all Notes validly offered for purchase, subject, inter alia, to the Holders having offered for purchase the relevant Minimum Denomination of the Notes in accordance with the Tender Offer Memorandum, and in integral multiples of the relevant Authorised Denominations thereafter. Payment for any Notes so accepted will be made promptly on the Settlement Date, which is expected to occur on 19 November 2020.

Notes purchased by the Offeror pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold. Notes which have not been validly submitted and accepted for purchase pursuant to the Tender Offer will remain outstanding.
The Tender Offer has now expired and no further Notes can be tendered for purchase.

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
Germany

Telephone: +44 20 7545 8011
Attention: Liability Management Group

ING Bank N.V.
Foppingadreef 7
1102 BD Amsterdam
The Netherlands

Telephone: +44 20 7767 6784
Attention: Liability Management Team
Email: liability.management@ing.com

Natixis
30, avenue Pierre Mendès France
75013 Paris
France

Telephone: + 33 1 58 55 08 14
Attention: Liability Management
Email: liability.management.FIG.uk@natixis.com

The Tender Agent

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom

Email: ing@lucid-is.com

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.

Note for editors

For further information on ING, please visit www.ing.com. Frequent news updates can be found in the Newsroom or via the @ING_news Twitter feed. Photos of ING operations, buildings and its executives are available for download at Flickr. ING presentations are available at SlideShare.

ING PROFILE

ING is a global financial institution with a strong European base, offering banking services through its operating company ING Bank. The purpose of ING Bank is empowering people to stay a step ahead in life and in business. ING Bank’s more than 55,000 employees offer retail and wholesale banking services to customers in over 40 countries.

ING Group shares are listed on the exchanges of Amsterdam (INGA NA, INGA.AS), Brussels and on the New York Stock Exchange (ADRs: ING US, ING.N).

Sustainability forms an integral part of ING’s strategy, evidenced by ING’s leading position in sector benchmarks by Sustainalytics and MSCI and our ‘A-list’ rating by CDP. ING Group shares are included in major sustainability and Environmental, Social and Governance (ESG) index products of leading providers STOXX, Morningstar and FTSE Russell.

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.

DISCLAIMER

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.

The Dealer Managers do not take responsibility for the contents of this announcement. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire any Notes is being made pursuant to this announcement.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or 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.

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