ING successfully completes liability management offers
ING successfully completes liability management offers
Amsterdam, 30 March 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
- 64% of holders have accepted the exchange offers
- Proposals successfully passed to change terms and conditions of ING Verzekeringen N.V. securities
On 8 March 2012, ING launched three separate exchange offers and consent solicitations on a total of three series of senior debt securities of ING Verzekeringen N.V. with a total nominal value of EUR 2.6 billion.
Holders had the possibility to exchange into new securities issued by ING Groep N.V. and/or consent to a modification of existing terms. The offers were made on the terms and conditions as set out in the Exchange Offer and Consent Solicitation Memorandum dated 8 March 2012. The exchange offer deadline and the early consent solicitation deadline were 16 March 2012. The consent solicitation deadline was 27 March 2012.
On average 64% of holders have accepted the exchange offer. The total nominal amount of new securities to be issued by ING Groep N.V. in exchange for the existing ING Verzekeringen N.V. securities is EUR 1,654,063,000.
The proposals to amend the terms and conditions of each series of the existing ING Verzekeringen N.V. securities, which were the subject of the consent solicitations, were passed at the meetings on 30 March 2012.
The expected settlement date for the exchange offers and consent solicitations is 4 April 2012.
| ISIN | Curr. | Amount Offered | Coupon | Maturity | Amount Accepted / to be issued by ING Groep N.V. | Exchange Ratio | Consent Fee |
| XS0236243548 | EUR | 600,000,000 | 3.5% | Nov-12 | 347,120,000 | 100% | 0.25% |
| XS0267516911 | EUR | 1,000,000,000 | 3m€+17.5bps | Sep-13 | 730,335,000 | 100% | 2.50% |
| XS0267516598 | EUR | 1,000,000,000 | 4.0% | Sep-13 | 576,608,000 | 100% | 0.25% |
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.
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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 in this document 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) consequences of a potential (partial) break-up of the euro, (4) the implementation of ING's restructuring plan to separate banking and insurance operations, (5) 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, (6) the frequency and severity of insured loss events, (7) changes affecting mortality and morbidity levels and trends, (8) changes affecting persistency levels, (9) changes affecting interest rate levels, (10) changes affecting currency exchange rates, (11) changes in investor, customer and policyholder behaviour, (12) changes in general competitive factors, (13) changes in laws and regulations, (14) changes in the policies of governments and/or regulatory authorities, (15) conclusions with regard to purchase accounting assumptions and methodologies, (16) changes in ownership that could affect the future availability to us of net operating loss, net capital and built-in loss carry forwards, (17) changes in credit-ratings, (18) ING's ability to achieve projected operational synergies and (19) the other risks and uncertainties detailed in the risk factors section contained in the most recent annual report of ING Groep N.V.
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 buy, any securities.