ING announces liability management offers

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY OR LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT 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 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   +31 20 541 5460 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: This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: ING Group via Thomson Reuters ONE [HUG#1569825]