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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.
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.
