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ING announces liability management offers
·      ING announces exchange or tender offers for seven tranches of
subordinated debt securities totalling circa EUR 5.8 billion
·      Offer prices range from 58% to 87%
·      Current market circumstances allow offers at discount to nominal value
which will positively impact ING's capital position
·      Upcoming regulatory changes will diminish the capital contribution of
debt securities on offer
·      Offers have been approved by the European Commission and the Dutch
Central Bank
ING Group announced today the launch of three separate exchange offers in Europe
and tender offers in the United States of America, on a total of seven series of
subordinated securities of ING entities with a total nominal value of
approximately EUR 5.8 billion at current exchange rates.
The exercise is intended as a one-time opportunity to proactively address
uncertainty regarding future call options on these capital securities, which are
subject to approval by the European Commission.
ING offers holders an opportunity to exchange the subordinated debt securities
subject to the exchange offers into new senior debt securities or to receive
cash for the securities subject to the US tender offers, both at a premium to
observable secondary trading levels at the time of launch. Because the exchange
and tender offers are at a discount to nominal value given the current market
conditions they satisfy EC requirements for burden sharing.
The offers will strengthen the quality of ING's capital base through the
creation of Common Equity Tier 1 capital when exchanging and tendering debt
securities at a discounted price compared to the nominal value of the debt
securities. ING also expects the offers to enhance the efficiency of ING's
capital base in anticipation of upcoming regulatory changes which will diminish
the contribution of subordinated debt to regulatory capital going forward.
Any future decisions by ING as to whether it will exercise (or cause to be
exercised) calls in respect of the offered debt securities that are not
exchanged or tendered pursuant to the relevant exchange offer or tender offer
will be taken on an economic basis. Other factors that ING will consider include
prevailing market conditions, regulatory approval and capital requirements and
any required authorisation from the European Commission.
OFFERS
OFFER 1: US Dollar Tender Offers for cash
* ING Capital Funding Trust III Perp NC Dec-10 USD 1,500 million Tier 1
securities, offer price 80%
* ING Groep NV Perp NC Dec-15 USD 1,000 million Tier 1 securities, offer price
80%
OFFER 2: Institutional Euro and Sterling Exchange Offer
* ING Groep NV Perp NC Mar-16 GBP 600 million Tier 1 securities into a new ING
Bank NV 5-year GBP senior unsecured issue, offer price 77%
* ING Groep NV Perp NC Jun-15 EUR 500 million Tier 1 securities into a new ING
Groep NV 3.25-year EUR senior unsecured issue, offer price 74%
* ING Verzekeringen NV May-27 NC May-17 EUR 1,000 million Lower Tier 2
securities into a new ING Groep NV 3.25-year EUR senior unsecured issue,
offer price 87%
OFFER 3: Retail Euro Exchange Offer
* ING Groep NV Perp NC Jun-13 EUR 750 million Tier 1 securities into a new ING
Bank NV 5-year EUR senior unsecured issue, offer price 58%
* ING Groep NV Perp NC Jun-14 EUR 1,000 million Tier 1 securities into a new
ING Bank NV 5-year EUR senior unsecured issue, offer price 58%
FURTHER INFORMATION
The tender offers are being made on terms and subject to the conditions set out
in the Offer to Purchase dated 12 December 2011. The exchange offers are being
made on terms and subject to the conditions set out in separate Exchange Offer
Memoranda dated 12 December 2011. Announcement of results is expected on 21
December 2011.
This document is not an offer of securities for sale, a solicitation of an offer
to buy or a tender offer for securities in the United States or any other
jurisdiction. The exchange offers are not being made within, and this document
is not for distribution in or into, the United States of America or to any U.S.
person (as defined in Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act")). Securities may not be offered, sold or
delivered in the United States absent registration under, or an exemption from
the registration requirements of, the Securities Act. The new securities to be
issued in connection with the exchange offers described above have not been, and
will not be, registered under the Securities Act or the securities laws of any
U.S. state or other jurisdiction of the United States and may not be offered,
sold or delivered, directly or indirectly, within the United States or to, or
for the account or benefit of, U.S. persons.
For detailed information regarding the tender and exchange offers holders may
contact UBS Investment Bank acting as structurer and lead dealer manager and
Barclays Capital and ING, acting as joint dealer manager for the offers. Copies
of the Offer to Purchase for the tender offers and of the Exchange Offer
Memoranda for the exchange offers are only available to eligible holders upon
request, for the exchange offers, from the Exchange Agent Lucid Issuer Services
Limited at ing@lucid-is.com and, for the tender offers, Global Bond Services at
+1 866 294 2200 (toll free) or +1 212 430 3774 (for banks and brokers).
Press enquiries  Investor enquiries
Frans Middendorff  ING Group Investor Relations
+31 20 541 6516 Â +31 20 541 5460
Frans.middendorff@ing.com  Investor.relations@ing.com
ING PROFILE
ING is a global financial institution of Dutch origin, offering banking,
investments, life insurance and retirement services to meet the needs of a broad
customer base. Going forward, we will concentrate on our position as an
international retail, direct and commercial bank, while creating an optimal base
for an independent future for our insurance and investment management
operations.
IMPORTANT LEGAL INFORMATION
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, without limitation:
(1) changes in general economic conditions, in particular economic conditions in
ING's core markets, (2) changes in performance of financial markets, including
developing markets, (3) the implementation of ING's restructuring plan to
separate banking and insurance operations, (4) 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, (5) the frequency and severity of
insured loss events, (6) changes affecting mortality and morbidity levels and
trends, (7) changes affecting persistency levels, (8) changes affecting interest
rate levels, (9) changes affecting currency exchange rates, (10) changes in
customer and policyholder behaviour, (11) changes in general competitive
factors, (12) changes in laws and regulations, (13) changes in the policies of
governments and/or regulatory authorities, (14) conclusions with regard to
purchase accounting assumptions and methodologies, (15) changes in ownership
that could affect the future availability to us of net operating loss, net
capital and built-in loss carry forwards, and (16) ING's ability to achieve
projected operational synergies. 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 buy, any securities.
PDF version of Press release:
http://hugin.info/130668/R/1569825/488359.pdf
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Source: ING Group via Thomson Reuters ONE
[HUG#1569825]
