Bond ING Group 1% ( XS2079079799 ) in EUR

ING Group

100 % ▲

Netherlands

XS2079079799 ( in EUR )

1% per year ( payment 1 time a year)

12/11/2030

Prospectus brochure of the bond ING Groep XS2079079799 en EUR 1%, maturity 12/11/2030

13/11/2026 ( In 333 days )

ING Groep is a global financial institution offering banking, investments, and insurance services across various markets.

ING Groep issued a EUR-denominated bond (ISIN: XS2079079799) with a 1% coupon rate, maturing on November 12, 2030, currently trading at 98.02% of its face value, paying interest annually.

Final Terms dated 11 November 2019
ING Groep N.V.
Legal entity identifier (LEI): 549300NYKK9MWM7GGW15
Issue of EUR 1,000,000,000 11NC6 Fixed Rate Subordinated Tier 2 Notes due 13 November 2030
under the 70,000,000,000 Debt Issuance Programme
MIFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within
the meaning of Directive 2016/97/EU ("IDD"), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation
(EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
ICESWAP2 is provided by ICE Benchmark Administration Limited. ICE Benchmark Administration Limited
appears in the register of administrators and benchmarks established and maintained by ESMA pursuant to
Article 36 of the BMR.
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis
that any offer of Notes in any Member State of the European Economic Area which has implemented Directive
2003/71/EC, as amended or superseded from time to time (the "Prospectus Directive"), (each, a "Relevant
Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly
any person making or intending to make an offer in that Relevant Member State of the Notes may only do so
in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they
authorise, the making of any offer of Notes in any other circumstances.
Part A -- Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the
Notes (the "Conditions") set forth in the Base Prospectus dated 29 March 2019 as supplemented from time to
time, which constitutes a base prospectus for the purposes of the Prospectus Directive. This document
constitutes the Final Terms applicable to the issue of Notes described herein for the purposes of Article 5.4 of
the Prospectus Directive (as implemented by the Dutch Financial Supervision Act (Wet op het financieel
toezicht) and its implementing regulations) and must be read in conjunction with such Base Prospectus. Full
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information on the Issuer and the offer of the Notes is only available on the basis of the combination of these
Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the Issuer's website
(www.ing.com/Investor-relations/Fixed-income-information.htm) and copies may be obtained from ING
Groep N.V., c/o ING Bank N.V. at Foppingadreef 7, 1102 BD Amsterdam, The Netherlands.
Prospective investors should carefully consider the section "Risk Factors" in the Base Prospectus.
General Description of the Notes
1
Issuer:
ING Groep N.V.
2
(i)
Series Number:
225
(ii) Tranche Number:
1
(iii) Date on which the Notes will be Not Applicable
consolidated and form a single series:
3
Specified Currency or Currencies:
Euro (EUR or )
4
Aggregate Nominal Amount:
(i)
Tranche:
1,000,000,000
(ii) Series:
1,000,000,000
5
Issue Price:
99.826% of the Aggregate Nominal Amount
6
(i)
Specified Denominations:
100,000
(ii) Calculation Amount:
Not Applicable
7
(i)
Issue Date:
13 November 2019
(ii) Interest Commencement Date:
Issue Date
8
Maturity Date:
13 November 2030
9
Interest Basis:
Fixed Rate
(further particulars specified in paragraph 14
below).
10
Redemption/Payment Basis:
Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed
on the Maturity Date at 100 per cent. of their
Aggregate Nominal Amount.
11
Change of Interest Basis :
Not Applicable
12
Put/Call Options:
Issuer Call
(further particulars specified below)
13
(i)
Status of the Notes:
Subordinated
(ii) Status of the Subordinated Notes:
Tier 2 Notes
Provisions relating to Interest (if any) payable
14
Fixed Rate Note Provisions
Applicable
(i)
Rates of Interest:
From (and including) the Issue Date up to (but
excluding) the Optional Redemption Date (as
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specified in item 17(i) below, 1.000% per
annum payable annually in arrear. From (and
including) the Optional Redemption Date to
(but excluding) the Maturity Date, the
aggregate of 1.200% and the Mid Swap Rate
per annum determined by the Agent payable
annually in arrear.
"Mid Swap Rate" means the annual mid swap
rate for Euro swap transactions with a
maturity of 5 years, expressed as a percentage,
displayed on Reuters screen page
"ICESWAP2" (or such other page as may
replace that page on Reuters, or such other
service as may be nominated by the person
providing or sponsoring the information
appearing there for the purposes of displaying
comparable rates) at 11.00 a.m. (Brussels
time) on the second Business Day prior to the
Optional Redemption Date. If a Benchmark
Event within the meaning of Condition
4(b)(ix) (Benchmark discontinuation) occurs
in relation to the Mid Swap Rate, the
provisions of Condition 4(b)(ix) shall mutatis
mutandis apply.
(ii) Interest Payment Dates:
13 November in each year, commencing on 13
November 2020, up to (and including) the
Maturity Date, adjusted in accordance with
the Business Day Convention specified in sub-
paragraph 14(vii).
(iii) Fixed Coupon Amount(s):
For each Fixed Interest Period, as defined in
Condition 4(a), the Fixed Coupon Amount
will be an amount equal to the Specified
Denomination multiplied by the relevant Rate
of Interest multiplied by the Day Count
Fraction with the resultant figure being
rounded to the nearest sub-unit of the
Specified Currency, half of any such sub-unit
being rounded upwards.
(iv) Broken Amount(s):
Not Applicable
(v) Day Count Fraction:
Actual/Actual (ICMA)
(vi) Determination Dates:
Not Applicable
(vii) Business Day Convention:
Following Business Day Convention
(Unadjusted)
(viii) Interest Amount Adjustment:
Not Applicable
(ix) Additional Business Centre(s):
No Additional Business Centre(s)
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(x) Party responsible for calculating the Agent
Interest Amount(s):
(xi) Other terms relating to the method of None
calculating interest for Fixed Rate Notes:
15
Floating Rate Note Provisions
Not Applicable
16
Zero Coupon Note Provisions
Not Applicable
Provisions relating to Redemption
17
Issuer Call
Applicable
(i)
Optional Redemption Date(s):
13 November 2025
(ii) Optional Redemption Amount of each 100,000 per Specified Denomination
Note:
(iii) If redeemable in part:
Not Applicable. No partial call applicable.
(iv) Notice period:
As per Conditions
18
Investor Put
Not Applicable
19
Regulatory Call
Applicable
(i)
Optional Redemption Amount of each 100,000 per Specified Denomination
Note:
(ii) Notice period:
As per Conditions
20
Loss Absorption Disqualification Call
Not Applicable
21
Final Redemption Amount of each Note
100,000 per Specified Denomination
22
Early Redemption Amount
(i)
Early Redemption Amount of each Note Condition 6(f)(i) applies
payable on redemption for taxation
reasons or on event of default:
(ii) Notice period:
As per Conditions
General Provisions Applicable to the Notes
23
Form of Notes:
(i)
Form:
Bearer Notes:
Temporary Global Note exchangeable for a
Permanent Global Note which is
exchangeable for Definitive Notes only on the
occurrence of an Exchange Event, subject to
mandatory provisions of applicable laws and
regulations
(ii) New Global Note:
No
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24
Additional Financial Centre(s) or other
Not Applicable
special provisions relating to Payment Dates:
25
Talons for future Coupons to be attached to
No
Definitive Notes (and dates on which such
Talons mature):
26
Other final terms relating to SIS Notes:
Not Applicable
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in these Final Terms is in accordance with the facts and does not omit anything likely
to affect the import of such information.
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Signed on behalf of the Issuer:
By: ..
Duly authorised
By: ..
Duly authorised
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Part B -- Other Information
1
Listing and Trading
(i)
Listing and admission to trading
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Amsterdam with effect from the Issue Date.
(ii) Estimate of total expenses related to admission 8,200
to trading:
2
Ratings
Ratings:
The Notes to be issued are expected to be rated:
Standard & Poor's: BBB
Moody's: Baa2
Fitch: A
3
Interests of Natural and Legal Persons involved in the Issue
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the
Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the
future engage, in investment banking and/or commercial banking transactions with, and may perform other
services for, the Issuer and its affiliates in the ordinary course of business.
4
Yield
Indication of yield:
1.030% per annum
As set out above, the yield is calculated at the Issue
Date on the basis of the Issue Price for the period up to
the Optional Redemption Date. It is not an indication
of future yield. As the Rate of Interest will be reset
(subject to exercise of the Issuer Call) at the Optional
Redemption Date, an indication of the yield for the
period up to the Maturity Date has not been provided.
5
Operational Information
(i)
ISIN:
XS2079079799
(ii) Common Code:
207907979
(iii) CMU Instrument Number
Not Applicable
(iv) Other relevant code:
Not Applicable
(v) Any clearing system(s) other than Euroclear
Not Applicable
Bank SA/NV and Clearstream Banking, S.A.,
the CMU, Euroclear Netherlands and the
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Depository Trust Company and the relevant
identification number(s):
(vi) Swiss Securities Number:
Not Applicable
(vii) Delivery:
Delivery against payment
(viii) Name and address of Swiss Paying Agent:
Not Applicable
(ix) Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):
(x) Name and address of Calculation Agent:
Not Applicable
(xi) Intended to be held in a manner which would
No
allow Eurosystem eligibility:
Whilst the designation is set at "No", should the
Eurosystem eligibility criteria be amended in the
future the Notes may then be deposited with one of
the International Central Securities Depositories as
Common Safekeeper. Note that this does not
necessarily mean that the Notes will ever be
recognised as eligible collateral for Eurosystem
monetary policy and intraday credit operations by the
Eurosystem at any time during their life. Such
recognition will depend upon the ECB being satisfied
that Eurosystem eligibility criteria have been met.
6
Distribution
(i)
Method of distribution:
Syndicated
(ii) If syndicated, names of Managers:
Joint Lead Managers:
Banco Bilbao Vizcaya Argentaria, S.A.
Crédit Agricole Corporate and Investment Bank
Danske Bank A/S
ING Bank N.V.
Merrill Lynch International
UBS AG London Branch
Wells Fargo Securities International Limited
Co-Lead Managers:
Bayerische Landesbank
KBC Bank NV
NIBC Bank N.V.
(iii) Stabilising Manager(s) (if any):
Not Applicable
(iv) If non-syndicated, name of Dealer:
Not Applicable
(v) Total commission and concession:
Not Applicable
(vi) U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D Rules
(vii) ERISA:
Not Applicable
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(viii) Prohibition of Sales to EEA Retail Investors:
Applicable
(ix) Prohibition of Sales to Belgian Consumers
Applicable
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