Bond ING Group 2.125% ( XS2176621170 ) in EUR

ING Group

99.76 % ▲

Netherlands

XS2176621170 ( in EUR )

2.125% per year ( payment 1 time a year)

26/05/2031

Prospectus brochure of the bond ING Groep XS2176621170 en EUR 2.125%, maturity 26/05/2031

26/05/2026 ( In 163 days )

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

The Bond issued by ING Group ( Netherlands ) , in EUR, with the ISIN code XS2176621170, pays a coupon of 2.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/05/2031

Final Terms dated 22 May 2020
ING Groep N.V.
Legal entity identifier (LEI): 549300NYKK9MWM7GGW15
Issue of EUR 1,500,000,000 Fixed Rate Subordinated Tier 2 Notes due 26 May 2031
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 EEAAND UK 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") or in the United Kingdom ("UK"). 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 (EU) 2016/97 (as amended, "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 or in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK 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 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 and the United Kingdom (each, a
"Relevant State") will be made pursuant to an exemption under the Prospectus Regulation 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 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 1 of the Prospectus Regulation
or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, 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
These Final Terms have been prepared for the purpose of Article 8 of Regulation (EU) 2017/1129, as amended,
and must be read in conjunction with the base prospectus consisting of separate documents (i.e. (i) the
securities note dated 27 March 2020 and its supplement(s) (if any) (the "Securities Note") and (ii) the
registration document of ING Groep N.V. (the "Issuer") dated 27 March 2020 and its supplement(s) (if any))
(the "Registration Document" and together with the Securities Note, the "Prospectus")) pertaining to the
70,000,000,000 Debt Issuance Programme. 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 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 the
Prospectus, any supplements thereto and these Final Terms. The Prospectus and any supplements thereto are
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 Prospectus.
General Description of the Notes
1
Issuer:
ING Groep N.V.
2
(i) Series Number:
227
(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:
1,500,000,000
(ii) Series:
1,500,000,000
5
Issue Price:
99.838% of the Aggregate Nominal Amount
6
(i) Specified Denominations:
100,000
(ii) Calculation Amount:
Not Applicable
7
(i) Issue Date:
26 May 2020
(ii) Interest Commencement Date:
Issue Date
8
Maturity Date:
26 May 2031
9
Interest Basis:
Fixed Rate
(with reset, 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
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Provisions relating to Interest (if any) payable
14
Fixed Rate Note Provisions
Applicable
(i) Rate(s) of Interest:
From (and including) the Issue Date up to (but
excluding) 26 May 2026 (the last Optional
Redemption Date pursuant to item 17(i) below),
2.125% per annum payable annually in arrear.
From (and including) 26 May 2026 to (but
excluding) the Maturity Date, the aggregate of
2.400% 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 26 May 2026 (the last
Optional Redemption Date pursuant to item 17(i)
below). 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 Date(s):
26 May in each year, commencing on 26 May
2021, 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 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:
26 May in each year
(vii) Business Day Convention:
Following Business Day Convention (Unadjusted)
(viii)Interest Amount Adjustment:
Not Applicable
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(ix) Additional Business Centre(s):
No Additional Business Centre(s)
(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):
Any calendar day falling in the period from (and
including) 26 February 2026 to (and including) 26
May 2026.
(ii) Optional Redemption Amount of each 100,000 per Specified Denomination
Note:
(iii) If redeemable in part:
Not 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
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(ii) New Global Note:
No
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 of the Issuer the information contained in these Final Terms is in accordance with the facts and
makes no omission likely to affect their import.
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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 8,200
admission to trading:
2
Ratings
Ratings:
The Notes to be issued are expected to be rated:
Standard & Poor's: BBB (An obligation rated 'BBB'
exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances
are more likely to weaken the obligor's capacity to meet its
financial commitments on the obligation.)
Moody's: Baa2 (Obligations rated Baa are judged to be
medium-grade and subject to moderate credit risk and as
such may possess certain speculative characteristics. The
modifier `2' indicates a mid-range ranking.)
Fitch: A- (`A' ratings denote expectations of low default
risk. The capacity for payment of financial commitments
is considered strong. This capacity may, nevertheless, be
more vulnerable to adverse business or economic
conditions than is the case for higher ratings. The modifier
- appended to the rating denotes relative status within
major rating categories. Fitch has placed the Issuer's
rating and debt ratings on rating watch negative.)
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
Estimated net proceeds
Estimated net proceeds:
1,493,445,000
5
Yield (Fixed Rate Notes only)
Indication of yield:
2.154% 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
26 May 2026. It is not an indication of future yield. As
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the Rate of Interest will be reset (subject to exercise of
the Issuer Call) on 26 May 2026, an indication of the
yield for the period up to the Maturity Date has not
been provided.
6
Operational Information
(i) ISIN:
XS2176621170
(ii) Common Code:
217662117
(iii) CMU Instrument Number:
Not Applicable
(iv) Other relevant code:
Not Applicable
(v) Any clearing system(s) other than
Not Applicable
Euroclear Bank SA/NV and Clearstream
Banking, S.A., the CMU, Euroclear
Netherlands and the 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
Not Applicable
Agent:
(ix) Names and addresses of additional
Not Applicable
Paying Agent(s) (if any):
(x) Name and address of Calculation
Not Applicable
Agent:
(xi) Intended to be held in a manner
No
which would 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.
7
Distribution
(i) Method of distribution:
Syndicated
(ii) If syndicated, names of Managers:
Joint Lead Managers:
BNP Paribas
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Goldman Sachs International
ING Bank N.V.
Merrill Lynch International
UBS AG London Branch
Co-Lead Managers:
Bayerische Landesbank
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
KBC Bank NV
Lloyds Bank Corporate Markets Wertpapierhandelsbank
GmbH
Scotiabank Europe plc
(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
(viii)Prohibition of Sales to EEA and UK
Applicable
Retail Investors:
(ix) Prohibition of Sales to Belgian
Applicable
Consumers
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