ING sets terms for its EUR 7.5 billion 6 for 7 rights issue
(Thomson Reuters ONE) - Not for distribution in the United statesING sets terms for its EUR 7.5 billion 6 for 7 rights issue* ISSUE OF 1,768,412,544 SHARES FOR EUR 4.24 PER SHARE - Issue price represents a 37.3% discount to the Theoretical Ex-Rights Price - Subscription and trading periods run from 30 November 2009 until 15 December 2009 - Rights issue fully underwritten by syndicate of banks led by Goldman Sachs and J.P. Morgan - Goldman Sachs, ING Bank and J.P. Morgan act as Joint Global Coordinators - Proceeds used to finance repayment and cover charge for additional payments to Dutch StateING today announced the detailed terms of the rights issue announcedon 26 October 2009 which was authorised by the Extraordinary GeneralMeeting of shareholders on 25 November 2009. The offering is fullyunderwritten by Goldman Sachs, J.P. Morgan and a syndicate of banks,subject to customary terms and conditions. Through the offering theshare capital of ING will be increased by EUR 7.5 billion through theissue of 1,768,412,544 new (depositary receipts for) shares.Existing holders of (depositary receipts for) shares will receiverights entitling them to subscribe for new (depositary receipts for)shares subject to applicable securities laws. Eligible rights holderscan subscribe for 6 new (depositary receipts for) shares in relationto every 7 subscription rights that they hold. The issue price is setat EUR 4.24 per share. This represents a discount of 37.3% to theTheoretical Ex-Rights Price (TERP), based on the closing price of EUR8.92 of ING's (depositary receipts for) shares on Euronext Amsterdamand on Euronext Brussels on 26 November 2009.Jan Hommen, CEO of ING commented: "This rights issue is a criticalcomponent of the measures we announced to regain our independence andto chart a clear course forward. With investors' support, we will beable to repay half of the funds we received last year from the DutchState and maintain our capital strength. The Dutch State hasindicated it is open to discussing modification of the repaymentterms of the second half of the Core Tier 1 Securities, which we planto repay from potential divestment proceeds and retained earnings."As announced on 26 October 2009, ING intends to use the proceeds ofthe issue to repurchase 50% of the Core Tier 1 Securities and tomitigate the impact on capital of additional payments to the DutchState corresponding to an adjustment in the fees for the IlliquidAssets Back-up Facility (IABF). ING has reached an agreement with theDutch State to facilitate early repayment of EUR 5 billion of theCore Tier 1 Securities issued in 2008 at the issue price (EUR 10)plus an amount of up to a maximum of approximately EUR 965 millionconsisting of the accrued coupon and a repayment premium. ING intendsto execute the repurchase transaction in December 2009.In order to get approval for its restructuring plan submitted to theEuropean Commission (EC) (which ING received on 18 November 2009),ING has agreed to make a series of additional payments to the DutchState corresponding to an adjustment of the fees for the IABF. Intotal, these extra payments will amount to a net present value of EUR1.3 billion, which will be booked as a one-off pre-tax charge in thefourth quarter of 2009.In connection with the rights issue, ING will not rebalance its deltahedge portfolio for employee options as previously scheduled for 1December 2009. ING will sell all rights it receives on (depositaryreceipts for) shares in the hedge portfolio and will at the same timebuy back (depositary receipts for) shares in order to maintain itseconomic position.TERMS OF THE RIGHTS ISSUEThe rights issue is a 6 for 7 rights issue of 1,768,412,544(depositary receipts for) shares with a nominal value of EUR 0.24(Offer Shares) at an issue price of EUR 4.24 per (depositary receiptfor an) ordinary share through the granting of rights to eligibleholders of (depositary receipts for) shares pro rata to theirshareholdings. The issue price represents a discount of 37.3% to theTERP, based on the closing price of EUR 8.92 of (depositary receiptsfor) shares on Euronext Amsterdam and Euronext Brussels, on 26November 2009.Each (depositary receipt for a) share held today, 27 November 2009,at 17:40 hours (CET) will entitle its holder to one right. Eligiblerights holders will be entitled to subscribe for 6 Offer Shares forevery 7 rights that they hold.Rights can be traded on Euronext Amsterdam and Euronext Brussels.Trading in the rights is expected to commence on Euronext Amsterdam(under the symbol INGRI, ISIN NL0009307941) and on Euronext Brussels(under the symbol INGRI, ISIN NL0009307941) at 9:00 hours (CET) on 30November 2009, and will continue until 13:15 hours (CET) on 15December 2009.Eligible rights holders may subscribe for Offer Shares through theexercise of rights from 9:00 hours (CET) on 30 November 2009 until15:00 hours (CET) on 15 December 2009. Any rights that have not beenexercised by the end of the exercise period, will expire and can nolonger be exercised.After the exercise period has ended, any Offer Shares that have notbeen subscribed for during the exercise period will be offered forsale by the underwriters by way of private placements with qualifiedinvestors in the Netherlands and certain other jurisdictions and apublic offering in the US at a price to be determined following abookbuilding exercise (the rump offering). The rump offering, if any,is expected to commence on 16 December 2009 and to end no later than17:30 hours (CET) on that same day.Upon completion of the rump offering, if the aggregate proceeds forthe Offer Shares offered and sold in the rump offering, afterdeduction of selling expenses related to procuring such subscribers(including any value added tax) exceed by more than ?0.01 theaggregate issue price for such Offer Shares, subject to certainconditions, the excess amount will be paid as follows: each holder ofa right that was not exercised will be entitled to receive a part ofthe excess amount in cash, proportional to the number of unexercisedrights reflected in such holder's security account.The Offer Shares will be fully fungible and rank pari passu with eachother and with the existing (depositary receipts for) shares.Goldman Sachs, ING Bank, and J.P. Morgan are acting as joint globalcoordinators and joint bookrunners for the rights issue.ADDITIONAL INFORMATIONToday, ING published an English language prospectus that is availableto all shareholders (other than US shareholders) through theirbrokers and/or through the dedicated website www.ing.com/rightsissue(English language) and at www.ing.com/claimemissie (Dutch language).We refer to these websites for more detailed information on therights issue. Shareholders can also contact the following numbers:Outside UK: 00800 2667 8825UK: 0117 378 5973TimetableRecord date 27 November 2009 17:40 hours (CET)Publication and distribution of 27 November 2009prospectusStart rights trading and subscription 30 November 2009 09:00 hoursperiod (CET)End rights trading period 15 December 2009 13:15 hours (CET)End rights subscription period 15 December 2009 15:00 hours (CET)Rump offering 16 December 2009Press 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 issue banking,investments, life insurance and retirement services to over 85million private, corporate and institutional clients in more than 40countries. With a diverse workforce of about 110,000 people, ING isdedicated to setting the standard in helping our clients manage theirfinancial 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 ownershipcould affect the future availability to us of net operating loss, netcapital loss and built-in loss carryforwards, and (xv) ING's abilityto achieve projected operational synergies. ING assumes noobligation to update any forward-looking information contained inthis 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.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 does not constitute an offer of securities for sale inthe United States of America. Any public offering of securities tobe made in the United States will be made by means of a prospectusthat may be obtained from ING and that will contain detailedinformation about the company, its management and financialstatements.http://hugin.info/135859/R/1357562/330286.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 27.11.2009 - 06:59 Uhr
Sprache: Deutsch
News-ID 8909
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