ING shareholders approve strategic decisions and rights issue
(Thomson Reuters ONE) - [1.] The Extraordinary General Meeting (EGM) of ING Groep N.V.today voted in favour of all proposals put forward to the meeting.The EGM approved the decision to separate banking and insurance(including investment management) and authorized a rights issue of upto EUR 7.5 billion.[2.] As announced earlier, one of the key goals of the strategicBack to Basics programme is to reduce complexity of the Group.Negotiations with the European Commission on ING's restructuring planhave acted as a catalyst to accelerate the decision. The EuropeanCommission approved the decision to separate on 18 November 2009 ashave the shareholders at today's EGM.[3.] As announced on 26 October 2009, ING has reached an agreementwith the Dutch State to facilitate early repayment of 50% (EUR 5billion) of the Core Tier 1 securities issued to the Dutch State in2008 at the issue price of EUR 10 plus a premium of up to a maximumof approximately EUR 950 million, consisting of the accrued couponand a repayment premium. ING intends to execute the repurchasetransaction in December 2009.[4.] In order to get approval for the restructuring plan from theEuropean Commission, ING also agreed to make a series of additionalpayments to the Dutch State corresponding to an adjustment of thefees for the Illiquid Assets Back-up Facility (IABF). In total, theseextra 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 fourthquarter of 2009.[5.] At the EGM, shareholders authorised a capital increase withpreferential subscription rights for holders of (depositary receiptsfor) ordinary shares of up to EUR 7.5 billion (the right issue). INGintends to use the proceeds of the underwritten issue to repurchase50% (EUR 5 billion) of the Core Tier 1 Securities and to mitigate theimpact on capital of additional payments to the Dutch State inrespect of the IABF.[6.] Further information on the underwritten rights issue,including the issue price, the subscription ratio, the number ofshares to be issued, a detailed timetable and the prospectus for theissue will be published in due course.Press enquiries Investor enquiriesRaymond Vermeulen Frans Middendorff ING Group Investor Relations+31 20 541 5682 +31 20 541 6516 +31 20 541 5460Raymond.Vermeulen(at)ing.com Frans.Middendorff(at)ing.com Investor.relations(at)ing.comING PROFILEING is a global financial institution of Dutch origin offeringbanking, investments, life insurance and retirement services. As of30 September 2009, ING served more than 85 million private, corporateand institutional clients in more than 40 countries. With a diverseworkforce of about 110,000 people, ING is dedicated to setting thestandard in helping our clients manage their financial future.IMPORTANT LEGAL INFORMATIONCertain of the statements contained herein are statements of futureexpectations and other forward-looking statements. These expectationsare based on management's current views and assumptions and involveknown and unknown risks and uncertainties. Actual results,performance or events may differ materially from those in suchstatements due to, among other things, (i) general economicconditions, 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 separatebanking and insurance operations, (iv) changes in the availabilityof, and costs associated with, sources of liquidity, such asinterbank funding, as well as conditions in the credit marketsgenerally, including changes in borrower and counterpartycreditworthiness, (v) the frequency and severity of insured lossevents, (vi) mortality and morbidity levels and trends, (vii)persistency levels, (viii) interest rate levels, (ix) currencyexchange rates, (x) general competitive factors, (xi) changes in lawsand regulations, (xii) changes in the policies of governments and/orregulatory authorities, (xiii) conclusions with regard to purchaseaccounting assumptions and methodologies, (xiv) changes in ownershipthat could affect the future availability to us of net operatingloss, net capital loss and built-in loss carryforwards, and (xv)ING's ability to achieve projected operational synergies. INGassumes no obligation to update any forward-looking informationcontained in this document.General, limitations on distribution, no offerNot for release, publication or distribution, directly or indirectly,in or into Australia, Canada, Japan, their territories andpossessions. The release, publication or distribution of thisdocument in certain jurisdictions may be restricted by law orregulations. Therefore, persons in such jurisdictions in which thisdocument is released, published or distributed must inform themselvesabout and observe such restrictions.The issue, exercise and sale of rights which may be attributed in therights issue ("subscription rights") and the subscription andpurchase of bearer depositary receipts in respect of shares of theCompany ("shares") are subject to specific legal and/or regulatoryrestrictions in certain jurisdictions. The Company assumes noresponsibility in the event there is a violation by any person ofsuch restrictions.This document does not constitute an offer to sell, or thesolicitation of an offer to buy or subscribe for, any securities, andcannot be relied on for any investment contract or decision. Inconnection with the offering of the securities described in thisdocument, a prospectus within the meaning of Art. 13 of the ECDirective 2003/71/EC of the European Parliament and Council datedNovember 4, 2003 (the "Prospectus Directive") has been or will bepublished by the Company (the "Prospectus"). All investment issubject to risk. The value of the securities offered may go down aswell as up. Past performance is no guarantee of future returns. Anyinvestment decision regarding any subscription rights or sharesshould only be made on the basis of the Prospectus, and investors areadvised to consult with their bank, broker or investment advisorbefore taking any such investment decision. The approved Prospectushas been or will be notified by the Netherlands Authority for theFinancial Markets (Stichting Autoriteit Financiële Markten) to thecompetent authorities in other jurisdictions in accordance withArticle 18 of the Prospectus Directive. Copies of the prospectus maybe obtained at no cost through the website of Euronext Amsterdam byNYSE Euronext (Dutch residents only) and the website of the Companyat www.ing.com/rightsissue.United KingdomThis communication is directed only at persons (I) who are outsidethe United Kingdom or (II) who have professional experience inmatters relating to investments falling within article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order2005 (as amended) (the "Order") or (III) who fall within article49(2)(A) to (D) ("high net worth companies, unincorporatedassociations etc.") of the Order (all such persons together beingreferred to as "Relevant Persons"). Any person who is not a RelevantPerson must not act or rely on this communication or any of itscontents. Any investment or investment activity to which thiscommunication relates is available only to Relevant Persons and willbe engaged in only with Relevant Persons. Persons distributing thiscommunication must satisfy themselves that it is lawful to do so.European Economic AreaThe Company will not authorize any offer to the public of shares orsubscription rights in any Member State of the European Economic Areaother than the Netherlands and any other jurisdiction into which theprospectus for the issue of shares or subscription rights will bepassported. With respect to each Member State of the EuropeanEconomic Area other than the Netherlands (and any other jurisdictioninto which the prospectus for the issue of shares or subscriptionrights will be passported) and which has implemented the ProspectusDirective (each, a "Relevant Member State"), no action has beenundertaken to date to make an offer to the public of shares orsubscription rights requiring a publication of a prospectus in anyRelevant Member State.Notice to U.S. PersonsThis document shall not constitute an offer to sell or thesolicitation of an offer to buy any securities in any jurisdiction.If and when the rights issue is launched, ING will arrange to sendyou the prospectus it expects to file with the Securities andExchange Commission if you request it by writing to Georgeson Inc.,199 Water Street - 26th Floor, New York, NY 10038, Attn. ING Group,or by calling toll-free +1-888-877-5426.http://hugin.info/130668/R/1357237/330078.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 25.11.2009 - 17:32 Uhr
Sprache: Deutsch
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