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ING Groep N.V. are perpetual securities with no fixed maturity or redemption date; are not redeemable at the option or election of holders;

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Prospectus Supplement to Prospectus dated March 19, 2015 ING Groep N.V. $1,000,000, % Perpetual Additional Tier 1 Contingent Convertible Capital Securities $1,250,000, % Perpetual Additional
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Prospectus Supplement to Prospectus dated March 19, 2015 ING Groep N.V. $1,000,000, % Perpetual Additional Tier 1 Contingent Convertible Capital Securities $1,250,000, % Perpetual Additional Tier 1 Contingent Convertible Capital Securities ING Groep N.V. (the Issuer ) is offering hereby $1,000,000,000 aggregate principal amount of 6.000% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the 6.000% Securities ) and $1,250,000,000 aggregate principal amount of 6.500% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the 6.500% Securities and, together with the 6.000% Securities, the Securities ). The initial interest rate on the 6.000% Securities will be 6.000% per annum, and the initial interest rate on the 6.500% Securities will be 6.500% per annum. The interest rate will reset every five years, commencing on April 16, 2020 for the 6.000% Securities and April 16, 2025 for the 6.500% Securities (each, the applicable First Call Date ), at the sum of the Mid-Market Swap Rate and 4.445% (in the case of the 6.000% Securities) and 4.446% (in the case of the 6.500% Securities). The Securities are expected to qualify as Additional Tier 1 Capital under CRD IV. Subject to the more detailed description of the Securities in this prospectus supplement and the accompanying prospectus, the Securities: are perpetual securities with no fixed maturity or redemption date; are not redeemable at the option or election of holders; may be redeemed at the Issuer s option, in whole but not in part, on or after the applicable First Call Date and on any five-year anniversary thereof, or at any time in the event of certain regulatory or tax events; provide that payments of interest shall be due and payable at the sole and absolute discretion of the Issuer and, in certain circumstances, shall not be paid, and any such interest not paid shall be cancelled; automatically convert into ordinary shares if at any time the Issuer determines that the Group CET1 Ratio is less than 7.00% (a Trigger Event ); are subject to the exercise of the Dutch Bail-in Power by the relevant resolution authority; and constitute the Issuer s direct unsecured obligations ranking pari passu without any preference among themselves and rank subordinate to Senior Instruments. Subject to the Issuer s sole and absolute discretion to pay or cancel payments of interest, interest on the Securities will be payable semi-annually in arrear on April 16 and October 16 of each year, commencing October 16, The Securities are not intended to be sold and should not be sold to retail clients in the European Economic Area (the EEA ), within the meaning of the rules set out in the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time) other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed Marketing Restrictions on the inside cover page of this prospectus supplement for further information. By acquiring any Securities, you acknowledge, agree to be bound by, and consent to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the Securities or any expropriation of the Securities, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power. See Notice to Investors on the inside cover page of this prospectus supplement. Application has been made to list the Securities on the Global Exchange Market of the Irish Stock Exchange ( GEM Irish Exchange ). Investing in the Securities involves risks. See Risk Factors beginning on page S-21 of this prospectus supplement and the other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in the Securities. This prospectus supplement includes an Index of Defined Terms on page S-102. The Securities are not deposit liabilities of ING Groep N.V. and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, The Netherlands or any other jurisdiction. Proceeds, before Price to Public (1) Underwriting Compensation expenses, to ING Groep N.V. Per 6.000% Security % 0.750% % Total 6.000% Security... $1,000,000,000 $7,500,000 $ 992,500,000 Per 6.500% Security % 0.750% % Total 6.500% Security... $1,250,000,000 $9,375,000 $ 1,240,625,000 (1) Plus accrued interest, if any, from April 16, The underwriters expect to deliver the Securities to purchasers in book-entry form only through the facilities of The Depository Trust Company ( DTC ) on or about April 16, Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. The Securities will be issued only in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the Securities or determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. Joint Lead Managers and Joint Bookrunners Citigroup ING J.P. Morgan UBS Investment Bank (Joint Structuring Coordinator) (Joint Structuring Coordinator) Joint Lead Managers Barclays BofA Merrill Lynch COMMERZBANK HSBC Natixis Société Générale Corporate & Investment Banking Prospectus Supplement dated April 9, 2015 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT NOTICE TO INVESTORS... S-1 MARKETING RESTRICTIONS... S-4 FORWARD-LOOKING STATEMENTS... S-5 INCORPORATION OF DOCUMENTS BY REFERENCE... S-7 SUMMARY... S-9 SELECTED FINANCIAL DATA... S-18 RISK FACTORS... S-21 CAPITALIZATION AND INDEBTEDNESS... S-48 USE OF PROCEEDS... S-49 DESCRIPTION OF THE SECURITIES... S-50 TAX CONSIDERATIONS... S-86 BENEFIT PLAN INVESTOR CONSIDERATIONS... S-93 UNDERWRITING... S-95 TRADING IN ORDINARY SHARES BY THE ISSUER AND ITS AFFILIATES... S-100 VALIDITY OF SECURITIES... S-101 INDEX OF DEFINED TERMS... S-102 PROSPECTUS PROSPECTUS SUMMARY... 1 AVAILABLE INFORMATION... 4 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.. 5 ABOUT THIS PROSPECTUS... 6 USE OF PROCEEDS... 6 DESCRIPTION OF DEBT SECURITIES... 7 DESCRIPTION OF CAPITAL SECURITIES DESCRIPTION OF ORDINARY SHARES DESCRIPTIONS OF THE TRUST AND THE BEARER DEPOSITARY RECEIPTS DESCRIPTION OF AMERICAN DEPOSITARY SHARES DESCRIPTION OF RIGHTS TO PURCHASE BEARER DEPOSITARY RECEIPTS LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE CLEARANCE AND SETTLEMENT TAXATION BENEFIT PLAN INVESTOR CONSIDERATIONS PLAN OF DISTRIBUTION VALIDITY OF THE SECURITIES EXPERTS NOTICES ENFORCEMENT OF CIVIL LIABILITIES NOTICE TO INVESTORS Agreements and Acknowledgements of Investors, Including Holders and Beneficial Owners Dutch Bail-in Power By acquiring any Securities, each holder and beneficial owner of a Security or any interest therein acknowledges, agrees to be bound by, and consents to the exercise of, any Dutch Bail-In Power by the relevant resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or the conversion of all, or a portion of, the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the Securities or any expropriation of the Securities, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power. Each holder and beneficial owner of a Security or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a Security or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. For the avoidance of doubt, the potential conversion of the Securities into shares, other securities or other obligations in connection with the exercise of any Dutch Bail-in Power by the relevant resolution authority is separate and distinct from a Conversion following a Trigger Event. In addition, by acquiring any Securities, each holder and beneficial owner of a Security or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the Securities for a temporary period. Dutch Bail-in Power means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the Bank Recovery and Resolution Directive or BRRD ) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto (which includes any amendments to be made by the forthcoming BRRD (Implementation) Act), or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person or may be expropriated (and a reference to the relevant resolution authority is to any authority with the ability to exercise a Dutch Bail-in Power). A Trigger Event shall occur if at any time the Issuer has determined that the Group CET1 Ratio is less than 7.00%. By acquiring any Securities, each holder and beneficial owner of a Security or any interest therein, including any person acquiring any such Security or interest therein after the date hereof, acknowledges and agrees with and for the benefit of the Issuer and The Bank of New York Mellon, London Branch, as trustee (the trustee ) as follows: that no exercise of the Dutch Bail-In Power by the relevant resolution authority with respect to the Securities or cancellation or deemed cancellation of interest on the Securities shall give rise to a default for purposes of the applicable provisions of the U.S. Trust Indenture Act of 1939, as amended (the Trust Indenture Act ); S-1 that, to the extent permitted by the Trust Indenture Act, such holder or beneficial owner waives any and all claims against the trustee for, agrees not to initiate a suit against the trustee in respect of, and agrees that the trustee shall not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-In Power by the relevant resolution authority with respect to the Securities; that, upon the exercise of any Dutch Bail-In Power by the relevant resolution authority, (i) the trustee shall not be required to take any further directions from holders or beneficial owners of the Securities under the Indenture and (ii) the Indenture shall impose no duties upon the trustee whatsoever with respect to the exercise of any Dutch Bail-In Power by the relevant resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the Dutch Bail-In Power by the relevant resolution authority, the Securities remain outstanding, then the trustee s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Issuer and the trustee shall agree; and that such holder or beneficial owner (i) consents to the exercise of any Dutch Bail-In Power as it may be imposed without any prior notice by the relevant resolution authority of its decision to exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement (x) the Conversion and (y) the exercise of any Dutch Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such holder or such beneficial owner. In addition, the exercise of any Dutch Bail-In Power may require interests in the Securities and/or other actions implementing any Dutch Bail-In Power to be held or taken, as the case may be, through clearing systems, intermediaries or persons other than DTC. Additional Agreements By acquiring any Securities, each holder and beneficial owner of a Security or any interest therein, including any person acquiring any such Security or interest therein after the date hereof, acknowledges and agrees to all of the terms and conditions of the Securities and, without limitation, acknowledges and agrees, with and for the benefit of the Issuer and the trustee, as follows: Conversion Upon Trigger Event Such holder or beneficial owner consents to the Conversion of its Securities following a Trigger Event and consents to the appointment of the Conversion Shares Depository and the issuance of the Conversion Shares to the Conversion Shares Depository, all of which may occur without any further action on the part of such holder or beneficial owner or the trustee. To the extent the Securities are held in the form of global securities, such holder or beneficial owner authorizes, directs and requests DTC, any direct participant therein and any other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the Conversion without any further action or direction on the part of such holder or beneficial owner or the trustee. The conversion provisions of the Securities are described in more detail under Description of the Securities Conversion Upon Trigger Event. S-2 Interest Cancellation Such holder or beneficial owner acknowledges and agrees that (a) interest is payable solely at the discretion of the Issuer, and no amount of interest shall become due and payable in respect of the relevant Interest Payment Date or related Interest Period or redemption date to the extent that it has been cancelled or deemed cancelled (in whole or in part) by the Issuer in its sole discretion and/or as a result of (i) the Issuer having insufficient Distributable Items, or (ii) the relevant interest payment s causing the Maximum Distributable Amount to be exceeded; and (b) a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture shall not constitute a default in payment or otherwise under the terms of the Securities. The interest cancellation provisions are described in more detail under Description of the Securities Interest Cancellation. Waiver of Claims Such holder or beneficial owner unconditionally and irrevocably agrees to each and every provision of the Indenture and the Securities and waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the trustee arising out of its acceptance of its trusteeship for the Securities, including, without limitation, claims related to or arising out of or in connection with a Trigger Event and/or any Conversion. Successors and Assigns Such holder or beneficial owner acknowledges and agrees that all authority conferred or agreed to be conferred by any holder and beneficial owner pursuant to the provisions described above shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of each holder and beneficial owner of a Security or any interest therein. S-3 MARKETING RESTRICTIONS The Securities described in this prospectus supplement are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors. In particular, in August 2014, the UK Financial Conduct Authority (the FCA ) published the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time, the TMR ) which took effect on October 1, Under the rules set out in the TMR (as amended or replaced from time to time, the TMR Rules ) certain contingent write-down or convertible securities, such as the Securities, must not be sold to retail clients in the EEA, and nothing may be done that would or might result in the buying of such securities or the holding of a beneficial interest in such securities by a retail client in the EEA (in each case within the meaning of the TMR Rules), other than in accordance with the limited exemptions set out in the TMR Rules. Certain of the underwriters (or their affiliates) are subject to, and required to comply with, the TMR Rules. By purchasing, or making or accepting an offer to purchase any Securities from the Issuer and/ or the underwriters, you represent, warrant, agree with and undertake to the Issuer and each of the underwriters that (1) you are not a retail client in the EEA (as defined in the TMR Rules), (2) whether or not you are subject to the TMR Rules, you will not sell or offer the Securities to retail clients in the EEA or do anything (including the distribution of this document) that would or might result in the buying of the Securities or the holding of a beneficial interest in the Securities by a retail client in the EEA (in each case within the meaning of the TMR Rules), other than (i) in relation to any sale or offer to sell the Securities to a retail client in or resident in the United Kingdom, in any other circumstances that do not and will not give rise to a contravention of the TMR Rules by any person and/or (ii) in relation to any sale or offer to sell the Securities to a retail client in any EEA member state other than the United Kingdom, where (a) you have conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the Securities and is able to bear the potential losses involved in an investment in the Securities and (b) you have at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) ( MiFID ) to the extent it applies to you or, to the extent MiFID does not apply to you in a manner which would be in compliance with MiFID if it were to apply to you; and (3) you will at all times comply with all applicable local laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to sales of instruments such as the Securities, i
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