The FINANCIAL -- ING Bank N.V. (the “Offeror”) has launched an invitation to the holders of its (i) 0.375% Fixed Rate Senior Notes due 26 November 2021 (the “November 2021 Notes”); (ii) 4.500% Fixed Rate Notes due 21 February 2022 (the “February 2022 Notes”); and (iii) 0.000% Fixed Rate Senior Notes due 8 April 2022 (the “April 2022 Notes” and, together with the November 2021 Notes and the February 2022 Notes, the “Notes” and each a “Series”) to tender their outstanding Notes for purchase by the Offeror for cash up to a maximum aggregate nominal amount (the "Maximum Acceptance Amount") to be determined and announced in the Announcement (defined below) (the "Tender Offer"), subject to applicable offer and distribution restrictions.
The Tender Offer is being made on the terms and subject to the conditions set out in a tender offer memorandum dated 10 November 2020 (the "Tender Offer Memorandum") and is subject to the offer and distribution restrictions set out below and more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Tender Offer
|Title of Notes||ISIN/Common Code||Outstanding Nominal Amount||Purchase Yield1||Maximum Acceptance Amount|
|0.375% Fixed Rate Senior Notes due 26 November 2021||XS1914937021 / 191493702||€1,500,000,000||-0.525%|
|4.500% Fixed Rate Notes due 21 February 2022||XS0748187902 / 074818790||€1,750,000,000||-0.500%||Up to an aggregate nominal amount to be determined and announced in the Announcement|
|0.000% Fixed Rate Senior Notes due 8 April 2022||XS1976945722 / 197694572||€1,250,000,000||-0.475%|
1 For information purposes only, the Purchase Price in respect of the Notes, determined in the manner described below in “Purchase Price and Accrued Interest”, will be: (i) 100.922 per cent. (€100,922 for each €100,000 in nominal amount) for the November 2021 Notes; (ii) 106.322 per cent. (€1,063.22 for each €1,000 in nominal amount) for the February 2022 Notes; and (iii) 100.661 per cent. (€100,661 for each €100,000 in nominal amount) for the April 2022 Notes, in each case if the Settlement Date is 19 November 2020. Should the Settlement Date be postponed, the Purchase Price in respect of these Notes will be recalculated and will be announced.
On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror invites Holders of the Notes (subject to the offer and distribution restrictions contained herein and more fully described in the Tender Offer Memorandum) to tender their Notes for repurchase by the Offeror at the relevant Purchase Price together with Accrued Interest.
The Offeror reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Tender Offer and to amend or waive any of the terms and conditions of the Tender Offer in any manner, subject to applicable laws and regulations.
Tenders of Notes for purchase must be made to the Offeror in accordance with the procedures set out in the Tender Offer Memorandum. The Offeror intends to announce, inter alia, its decision whether to accept valid tenders of Notes for purchase pursuant to the Tender Offer in an announcement expected to be made on 19 November 2020.
The Offeror intends to cause the Notes that have been purchased pursuant to the Tender Offer to be cancelled. Notes which have not been validly submitted and accepted for purchase pursuant to the Tender Offer will remain outstanding.
Rationale for the Tender Offer
The Offeror is making the Tender Offer to optimise the balance sheet of the Offeror.
Purchase Price and Accrued Interest
The purchase price of each Series of Notes (the “Purchase Price”) will be determined in accordance with market convention in the manner described in the Tender Offer Memorandum by reference to a yield (such yield, the relevant “Purchase Yield”).The Purchase Price will be expressed as a percentage of the nominal amount of the relevant Series of Notes, and is intended to reflect a yield to maturity on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the relevant Series of Notes up to and including the scheduled maturity date of such Series of Notes, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield of such Series of Notes, minus (b) the relevant Accrued Interest.
In addition to the Purchase Price paid to Holders of Notes accepted for purchase pursuant to the Tender Offer, Holders will be paid accrued interest, being the accrued and unpaid interest from, and including, the immediately preceding interest payment date for the relevant Series of Notes to, but excluding, the Settlement Date (the “Accrued Interest”). The Accrued Interest will be paid per the relevant Authorised Denomination in nominal amount of Notes validly tendered and purchased pursuant to the Tender Offer, rounded to the nearest €0.01.
Maximum Acceptance Amount
If the Offeror decides, in its sole and absolute discretion, to accept valid tenders of Notes pursuant to the Tender Offer, it will accept for purchase one or more Series of Notes up to the Maximum Acceptance Amount. The Offeror will determine the Maximum Acceptance Amount at its sole and absolute discretion. The Maximum Acceptance Amount will be announced in the Announcement which is expected to take place one business day after the Expiration Time. See “Significant Dates and Times” below for further information.
The Offeror will determine the allocation of the nominal amount accepted for purchase pursuant to the Tender Offer among the different Series of Notes in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of one Series as compared to the other Series of Notes.
Series Acceptance Amounts
If the Offeror accepts any Notes of a Series for purchase pursuant to the Tender Offer and the aggregate nominal amount of such Series validly offered for purchase is greater than the final aggregate nominal amount of such Series accepted for purchase, the Offeror intends to accept Notes of such Series for purchase on a pro-rata basis in the manner set out below and in the Tender Offer Memorandum under “Pro-ration”, such that the aggregate nominal amount of such Series accepted for purchase pursuant to the Tender Offer is no greater than the Series Acceptance Amount.
In the circumstances described in the Tender Offer Memorandum in which valid tenders of Notes of a Series pursuant to the Tender Offer are to be accepted, at the sole and absolute discretion of the Offeror, on a pro-rata basis, each such tender of Notes of the relevant Series will be scaled by a factor (each a “Pro-ration Factor”) equal to (i) the relevant Series Acceptance Amount divided by (ii) the aggregate nominal amount of Notes of such Series that have been validly tendered for purchase pursuant to the Tender Offer, subject to any adjustments following the rounding of tenders of Notes of the relevant Series as described below.
Each tender of Notes of such Series that is scaled in this manner will be rounded to the nearest €1,000 in nominal amount. In addition, in the event of such scaling, the Offeror intends that pro rata scaling will be applied (to the extent practicable, and adjusted as may be applicable) to each valid tender of Notes of the relevant Series in such a manner as will result in both:
- the relevant Holder transferring Notes of the relevant Series to the Offeror in an aggregate nominal amount of at least €100,000 in nominal amount for such Series; and
- the relevant Holder’s residual amount of Notes of the relevant Series (being the nominal amount of the Notes the subject of the relevant tender instruction that are not accepted for purchase by virtue of such scaling), amounting to either (i) at least €100,000 in nominal amount of the relevant Series or (ii) zero, and the Offeror therefore reserves the right (but shall not be obliged) to adjust the Pro-ration Factor applicable to any relevant tender instruction accordingly.
Any Notes not accepted for purchase due to the application of the Series Acceptance Amount or pro-ration resulting therefrom will be unblocked in the relevant Clearing System promptly following the expiration or termination of the Tender Offer. Given the potential for pro-ration, a separate tender instruction must be submitted on behalf of each beneficial owner of the Notes.
Significant Dates and Times
This is an indicative timetable showing one possible outcome for the timing of the Tender Offer based on the dates in the Tender Offer Memorandum. This timetable is subject to change and dates and times may be extended or amended by the Offeror in accordance with the terms of the Tender Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
|Event||Time and Date||Description|
|Launch Date||10 November 2020||Commencement of the Tender Offer. Tender Offer Memorandum available from the Tender Agent.|
|Expiration Time||5:00 p.m. (CET) on 17 November 2020, unless extended.||The deadline for Holders to validly tender Notes and for such tenders to be received by the Tender Agent to be eligible for the Purchase Price and Accrued Interest.|
|Announcement of Results||As soon as practicable on the business day following the Expiration Time.||Announcement by the Offeror of whether it will accept valid tenders of Notes of any Series pursuant to the Tender Offer and, if so, (i) the Maximum Acceptance Amount, (ii) in relation to each Series of Notes, the Series Acceptance Amount and any Pro-ration Factor(s) and (iii) the relevant Purchase Price in relation to each Series of Notes accepted for purchase (the “Announcement”).|
|Settlement Date||Expected to be on 19 November 2020, unless extended.||Expected Settlement Date for Notes validly tendered and accepted by the Offeror. Payment of the relevant Purchase Price and any Accrued Interest in respect of any such Notes.|
Unless stated otherwise, announcements in connection with the Tender Offer will be made by publication through one or more recognised financial news service or services (e.g. Reuters/Bloomberg) as selected by the Offeror, the relevant Reuters Insider Screen and/or Euronext Amsterdam. All announcements shall, absent manifest error, be final and binding on the Offeror and the Holders. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Tender Offer. In addition, Holders may contact the Dealer Managers for information using the contact details set out below.
Beneficial owners of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in the Tender Offer before the deadlines specified in this Tender Offer Memorandum. The deadlines set by any such intermediary and the Clearing Systems for the submission and withdrawal of tender instructions will be earlier than the relevant deadlines specified above.