ING sets terms for its EUR 7.5 billion 6 for 7 rights issue
Not for distribution in the United states
ING sets terms for its EUR 7.5 billion 6 for 7 rights issue
* ISSUE OF 1,768,412,544 SHARES FOR EUR 4.24 PER SHARE
- Issue price represents a 37.3% discount to the Theoretical
Ex-Rights Price
- Subscription and trading periods run from 30 November 2009
until 15 December 2009
- Rights issue fully underwritten by syndicate of banks led by
Goldman Sachs and J.P. Morgan
- Goldman Sachs, ING Bank and J.P. Morgan act as Joint Global
Coordinators
- Proceeds used to finance repayment and cover charge for
additional payments to Dutch State
ING today announced the detailed terms of the rights issue announced
on 26 October 2009 which was authorised by the Extraordinary General
Meeting of shareholders on 25 November 2009. The offering is fully
underwritten by Goldman Sachs, J.P. Morgan and a syndicate of banks,
subject to customary terms and conditions. Through the offering the
share capital of ING will be increased by EUR 7.5 billion through the
issue of 1,768,412,544 new (depositary receipts for) shares.
Existing holders of (depositary receipts for) shares will receive
rights entitling them to subscribe for new (depositary receipts for)
shares subject to applicable securities laws. Eligible rights holders
can subscribe for 6 new (depositary receipts for) shares in relation
to every 7 subscription rights that they hold. The issue price is set
at EUR 4.24 per share. This represents a discount of 37.3% to the
Theoretical Ex-Rights Price (TERP), based on the closing price of EUR
8.92 of ING's (depositary receipts for) shares on Euronext Amsterdam
and on Euronext Brussels on 26 November 2009.
Jan Hommen, CEO of ING commented: "This rights issue is a critical
component of the measures we announced to regain our independence and
to chart a clear course forward. With investors' support, we will be
able to repay half of the funds we received last year from the Dutch
State and maintain our capital strength. The Dutch State has
indicated it is open to discussing modification of the repayment
terms of the second half of the Core Tier 1 Securities, which we plan
to repay from potential divestment proceeds and retained earnings."
As announced on 26 October 2009, ING intends to use the proceeds of
the issue to repurchase 50% of the Core Tier 1 Securities and to
mitigate the impact on capital of additional payments to the Dutch
State corresponding to an adjustment in the fees for the Illiquid
Assets Back-up Facility (IABF). ING has reached an agreement with the
Dutch State to facilitate early repayment of EUR 5 billion of the
Core Tier 1 Securities issued in 2008 at the issue price (EUR 10)
plus an amount of up to a maximum of approximately EUR 965 million
consisting of the accrued coupon and a repayment premium. ING intends
to execute the repurchase transaction in December 2009.
In order to get approval for its restructuring plan submitted to the
European Commission (EC) (which ING received on 18 November 2009),
ING has agreed to make a series of additional payments to the Dutch
State corresponding to an adjustment of the fees for the IABF. In
total, these extra payments will amount to a net present value of EUR
1.3 billion, which will be booked as a one-off pre-tax charge in the
fourth quarter of 2009.
In connection with the rights issue, ING will not rebalance its delta
hedge portfolio for employee options as previously scheduled for 1
December 2009. ING will sell all rights it receives on (depositary
receipts for) shares in the hedge portfolio and will at the same time
buy back (depositary receipts for) shares in order to maintain its
economic position.
TERMS OF THE RIGHTS ISSUE
The rights issue is a 6 for 7 rights issue of 1,768,412,544
(depositary receipts for) shares with a nominal value of EUR 0.24
(Offer Shares) at an issue price of EUR 4.24 per (depositary receipt
for an) ordinary share through the granting of rights to eligible
holders of (depositary receipts for) shares pro rata to their
shareholdings. The issue price represents a discount of 37.3% to the
TERP, based on the closing price of EUR 8.92 of (depositary receipts
for) shares on Euronext Amsterdam and Euronext Brussels, on 26
November 2009.
Each (depositary receipt for a) share held today, 27 November 2009,
at 17:40 hours (CET) will entitle its holder to one right. Eligible
rights holders will be entitled to subscribe for 6 Offer Shares for
every 7 rights that they hold.
Rights can be traded on Euronext Amsterdam and Euronext Brussels.
Trading in the rights is expected to commence on Euronext Amsterdam
(under the symbol INGRI, ISIN NL0009307941) and on Euronext Brussels
(under the symbol INGRI, ISIN NL0009307941) at 9:00 hours (CET) on 30
November 2009, and will continue until 13:15 hours (CET) on 15
December 2009.
Eligible rights holders may subscribe for Offer Shares through the
exercise of rights from 9:00 hours (CET) on 30 November 2009 until
15:00 hours (CET) on 15 December 2009. Any rights that have not been
exercised by the end of the exercise period, will expire and can no
longer be exercised.
After the exercise period has ended, any Offer Shares that have not
been subscribed for during the exercise period will be offered for
sale by the underwriters by way of private placements with qualified
investors in the Netherlands and certain other jurisdictions and a
public offering in the US at a price to be determined following a
bookbuilding exercise (the rump offering). The rump offering, if any,
is expected to commence on 16 December 2009 and to end no later than
17:30 hours (CET) on that same day.
Upon completion of the rump offering, if the aggregate proceeds for
the Offer Shares offered and sold in the rump offering, after
deduction of selling expenses related to procuring such subscribers
(including any value added tax) exceed by more than ¤0.01 the
aggregate issue price for such Offer Shares, subject to certain
conditions, the excess amount will be paid as follows: each holder of
a right that was not exercised will be entitled to receive a part of
the excess amount in cash, proportional to the number of unexercised
rights reflected in such holder's security account.
The Offer Shares will be fully fungible and rank pari passu with each
other and with the existing (depositary receipts for) shares.
Goldman Sachs, ING Bank, and J.P. Morgan are acting as joint global
coordinators and joint bookrunners for the rights issue.
ADDITIONAL INFORMATION
Today, ING published an English language prospectus that is available
to all shareholders (other than US shareholders) through their
brokers and/or through the dedicated website www.ing.com/rightsissue
(English language) and at www.ing.com/claimemissie (Dutch language).
We refer to these websites for more detailed information on the
rights issue. Shareholders can also contact the following numbers:
Outside UK: 00800 2667 8825
UK: 0117 378 5973
Timetable
Record date 27 November 2009 17:40 hours
(CET)
Publication and distribution of 27 November 2009
prospectus
Start rights trading and subscription 30 November 2009 09:00 hours
period (CET)
End rights trading period 15 December 2009 13:15 hours
(CET)
End rights subscription period 15 December 2009 15:00 hours
(CET)
Rump offering 16 December 2009
Press enquiries Investor enquiries
Raymond Vermeulen Frans Middendorff ING Group Investor
Relations
+31 20 541 5682 +31 20 541 6516 +31 20 541 5460
Raymond.Vermeulen@ing.com Frans.Middendorff@ing.com Investor.relations@ing.com
ING PROFILE
ING is a global financial institution of Dutch origin issue banking,
investments, life insurance and retirement services to over 85
million private, corporate and institutional clients in more than 40
countries. With a diverse workforce of about 110,000 people, ING is
dedicated to setting the standard in helping our clients manage their
financial future.
IMPORTANT LEGAL INFORMATION
Certain of the statements contained herein are statements of future
expectations and other forward-looking statements. These expectations
are based on management's current views and assumptions and involve
known and unknown risks and uncertainties. Actual results,
performance or events may differ materially from those in such
statements due to, among other things, (i) general economic
conditions, in particular economic conditions in ING's core markets,
(ii) performance of financial markets, including developing markets,
(iii) the implementation of ING's restructuring plan to separate
banking and insurance operations, (iv) changes in the availability
of, and costs associated with, sources of liquidity, such as
interbank funding, as well as conditions in the credit markets
generally, including changes in borrower and counterparty
creditworthiness, (v) the frequency and severity of insured loss
events, (vi) mortality and morbidity levels and trends, (vii)
persistency levels, (viii) interest rate levels, (ix) currency
exchange rates, (x) general competitive factors, (xi) changes in laws
and regulations, (xii) changes in the policies of governments and/or
regulatory authorities, (xiii) conclusions with regard to purchase
accounting assumptions and methodologies, (xiv) changes in ownership
could affect the future availability to us of net operating loss, net
capital loss and built-in loss carryforwards, and (xv) ING's ability
to achieve projected operational synergies. ING assumes no
obligation to update any forward-looking information contained in
this document.
General, limitations on distribution, no offer
Not for release, publication or distribution, directly or indirectly,
in or into Australia, Canada, Japan, their territories and
possessions. The release, publication or distribution of this
document in certain jurisdictions may be restricted by law or
regulations. Therefore, persons in such jurisdictions in which this
document is released, published or distributed must inform themselves
about and observe such restrictions.
The issue, exercise and sale of rights which may be attributed in the
rights issue ("subscription rights") and the subscription and
purchase of bearer depositary receipts in respect of shares of the
Company ("shares") are subject to specific legal and/or regulatory
restrictions in certain jurisdictions. The Company assumes no
responsibility in the event there is a violation by any person of
such restrictions.
This document does not constitute an offer to sell, or the
solicitation of an offer to buy or subscribe for, any securities, and
cannot be relied on for any investment contract or decision. In
connection with the offering of the securities described in this
document, a prospectus within the meaning of Art. 13 of the EC
Directive 2003/71/EC of the European Parliament and Council dated
November 4, 2003 (the "Prospectus Directive") has been or will be
published by the Company (the "Prospectus"). All investment is
subject to risk. The value of the securities offered may go down as
well as up. Past performance is no guarantee of future returns. Any
investment decision regarding any subscription rights or shares
should only be made on the basis of the Prospectus, and investors are
advised to consult with their bank, broker or investment advisor
before taking any such investment decision. The approved Prospectus
has been or will be notified by the Netherlands Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten) to the
competent authorities in other jurisdictions in accordance with
Article 18 of the Prospectus Directive. Copies of the prospectus may
be obtained at no cost through the website of Euronext Amsterdam by
NYSE Euronext (Dutch residents only) and the website of the Company
at www.ing.com/rightsissue.
European Economic Area
The Company will not authorize any offer to the public of shares or
subscription rights in any Member State of the European Economic Area
other than the Netherlands and any other jurisdiction into which the
prospectus for the issue of shares or subscription rights will be
passported. With respect to each Member State of the European
Economic Area other than the Netherlands (and any other jurisdiction
into which the prospectus for the issue of shares or subscription
rights will be passported) and which has implemented the Prospectus
Directive (each, a "Relevant Member State"), no action has been
undertaken to date to make an offer to the public of shares or
subscription rights requiring a publication of a prospectus in any
Relevant Member State.
Notice to U.S. Persons
This document does not constitute an offer of securities for sale in
the United States of America. Any public offering of securities to
be made in the United States will be made by means of a prospectus
that may be obtained from ING and that will contain detailed
information about the company, its management and financial
statements.
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.