Obligation ING Groep N.V. 0% ( LU1030896978 ) en EUR

ING Groep N.V.

100 % ▲

Pays-bas

LU1030896978 ( en EUR )

10/04/2024 - Obligation échue

Prospectus brochure de l'obligation ING BANK N.V LU1030896978 en EUR 0%, échue

ING Bank N.V. est une banque multinationale néerlandaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs, à travers le monde.

L'obligation LU1030896978 émise par ING BANK N.V. aux Pays-Bas, libellée en EUR, à un taux d'intérêt de 0%, arrivant à maturité le 10/04/2024 et payant des intérêts annuellement, a été remboursée à 100% à sa date d'échéance.

ING Belgium International Finance S.A.
(Incorporated in the Grand Duchy of Luxembourg with its statutory seat in Luxembourg)
Warrants Programme
unconditionally and irrevocably guaranteed by
ING Belgium SA/NV
(Incorporated in Belgium with its statutory seat in Brussels)
Base Prospectus for the issuance of Warrants
Under this Warrants Programme (the "Programme"), ING Belgium International Finance S.A. (the "Issuer") may from time to time issue warrants (the
"Warrants" as more fully defined herein) guaranteed by ING Belgium SA/NV (the "Guarantor").
This Base Prospectus has been approved by the Commission de surveillance du secteur financier (the "CSSF") in Luxembourg for the purposes of the
Prospectus Directive (Directive 2003/71/EC), as amended, to the extent that such amendments have been implemented in the relevant Member State of the European
Economic Area, (the "Prospectus Directive") on 27 June 2014 in respect of the issue by the Issuer of the Warrants.
Warrants to be issued under the Programme during the period of 12 months from the date of this Base Prospectus which are: (i) listed on the official list of
the Luxembourg Stock Exchange (the "Official List"); (ii) admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg
Stock Exchange"); (iii) admitted to trading on another regulated market within the European Economic Area or (iv) admitted to trading on an unregulated market as
defined under Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments, are hereinafter referred to as the "PD
Warrants". No Warrants shall be offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under the
Prospectus Directive.
The Issuer may also issue unlisted Warrants and/or Warrants not admitted to trading on any regulated market within the European Economic Area and,
where such Warrants fall within an exemption from the requirement to publish a prospectus under the Prospectus Directive, such Warrants are hereinafter referred to
as "Exempt Warrants".
The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Warrants. The CSSF
assumes no responsibility for the economic or financial soundness of the transactions contemplated by this Base Prospectus or the quality and solvency of the
Issuer or the Guarantor in accordance with article 7(7) of the Luxembourg act dated 10 July 2005 on prospectuses for securities.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" of this Base Prospectus.
Arranger
ING
BASE PROSPECTUS
Dated 27 June 2014

TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME RELATING TO PD WARRANTS........................................................3
RISK FACTORS ...............................................................................................................................................17
DOCUMENTS INCORPORATED BY REFERENCE.....................................................................................55
OVERVIEW OF THE PROGRAMME.............................................................................................................57
ING BELGIUM INTERNATIONAL FINANCE S.A.......................................................................................64
ING BELGIUM SA/NV....................................................................................................................................72
GUARANTEE ..................................................................................................................................................88
TERMS AND CONDITIONS OF THE WARRANTS .....................................................................................90
FORM OF FINAL TERMS OF THE WARRANTS .......................................................................................107
USE OF PROCEEDS......................................................................................................................................114
TAXATION.....................................................................................................................................................115
SUBSCRIPTION AND SALE ........................................................................................................................119
GENERAL INFORMATION..........................................................................................................................122
2

SUMMARY OF THE PROGRAMME RELATING TO PD WARRANTS
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A to E (A.1 to E.7). This summary contains all the Elements required to be included in a
summary for the Warrants, the Issuer and the Guarantor. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be
required to be inserted in a summary because of the nature of the Warrants, the Issuer and the Guarantor, it is
possible that no relevant information can be given regarding the Element. In this case, a short description of
the Element should be included in the summary with the mention of "Not Applicable".
Section A Introduction and warnings
Element
A.1
Introduction and This summary should be read as an introduction to the Base Prospectus.
warnings
Any decision to invest in the Warrants should be based on a consideration
of the Base Prospectus as a whole. Where a claim relating to the
information contained in the Base Prospectus is brought before a court, the
plaintiff might, under the national legislation of Member States of the
European Economic Area where the claim is brought, be required to bear
the costs of translating the Base Prospectus before the legal proceedings
are initiated. Civil liability attaches only to those persons who have tabled
the summary, including any translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when read together with the other
parts of the Base Prospectus or it does not provide, when read together
with the other parts of the Base Prospectus, key information in order to aid
investors when considering whether to invest in the Warrants.
A.2
Consent by the
Not Applicable. The Issuer has not given its consent for any financial
Issuer to the
intermediary or other offeror to use the Base Prospectus in connection
use of the Base
with any offer of the Warrants.
Prospectus for
subsequent
resale or final
placement by
financial
intermediaries
during the offer
period
indicated, and
the conditions
attached
to
such consent.
3

Section B Issuer and Guarantor
Element
Title
B.1
Legal and
ING Belgium International Finance S.A. (the "Issuer")
commercial
The commercial name of the Issuer is "ING Belgium International
name of the
Finance S.A.".
Issuer
B.2
The domicile
The Issuer is a company limited by shares (société anonyme) incorporated
and legal form
under Luxembourg law and domiciled in Luxembourg, Grand Duchy of
of the Issuer, the Luxembourg.
legislation
under which the
Issuer operates
and its country
of incorporation
B.4b
A description of There are no known trends or other events that are reasonably likely to
any known
have a significant effect on the Issuer's prospects and the industry in
trends affecting which it operates, save for the impact of macroeconomic conditions and
the Issuer and
the market environment generally, and the impact of legislation and
the industries in regulations applicable to financial institutions in Belgium and the
which it
eurozone.
operates
B.5
A description of The Issuer is a subsidiary of ING Belgium SA/NV (the "Guarantor").
the Issuer's
The Guarantor is part of ING Groep N.V. ("ING Group").
group and the
ING Group is the holding company of a broad spectrum of companies
Issuer's position (together called "ING") offering banking, investments, life insurance and
within the group retirement services to meet the needs of a broad customer base.
B.9
Profit forecast
Not Applicable. The Issuer has not made any public profit forecasts or
or estimate
profit estimates.
B.10
Qualifications
Not Applicable. The audit reports on the audited financial statements of
in the auditors'
the Issuer for the years ended 31 December 2012 and 31 December 2013
report
are unqualified.
B.12
Selected
Key Figures ING Belgium International Finance S.A.(1)
historical key
(Amounts in millions of euros)
financial
2013
2012
information/
Significant or
Balance sheet(2)
material adverse Total assets..........................................................
2,900
3,248
change
Fixed assets.........................................................
2,881
3,225
4

Current assets......................................................
19
24
Capital and reserves ................................
4
4
Creditors .............................................................
2,896
3,245
Results(3)
Total income .......................................................
94
166
Income from financial assets and
94
166
other financial instruments................................
Total Expenses....................................................
94
166
Profit................................................................
1.4
1.8
Notes:
(1) These figures have been derived from the audited annual accounts of ING
Belgium International Finance S.A. in respect of the financial years ended 31
December 2013 and 2012, respectively.
(2) At 31 December.
(3) For the year ended 31 December.
Significant Change
Not Applicable. There has been no significant change in the financial or
trading position of the Issuer since 31 December 2013.
Material Adverse Change
There has been no material adverse change in the prospects of the Issuer
since 31 December 2013.
B.13
Recent material Not Applicable. There are no recent events particular to the Issuer which
events particular are to a material extent relevant to the evaluation of the solvency of the
to the Issuer's
Issuer.
solvency
B.14
Dependence
See Element B.5.
upon other
Not Applicable. The Issuer is not dependent upon other entities within
group entities
ING Group.
B.15
A description of The Issuer's operations are limited to developing and issuing financial
the Issuer's
instruments. Upon placement with mainly external investors, the proceeds
principal
from the sale of such instruments are used for general corporate purposes,
activities
including to provide funding to the Guarantor.
B.16
Extent to which The Issuer is a directly-owned, non-listed, subsidiary of the Guarantor.
the Issuer is
The Issuer is not otherwise directly or indirectly owned or controlled.
directly or
indirectly
owned or
5

controlled
B.18
A description of The Guarantor will unconditionally and irrevocably guarantee the due
the nature and
payment of all sums expressed to be payable by the Issuer under the
scope of the
Warrants and the performance by the Issuer of any other obligation in
guarantee
respect of the Warrants.
B.19.B.1
Legal and
ING Belgium SA/NV
commercial
The commercial name of the Guarantor is "ING".
name of the
Guarantor
B.19.B.2
The domicile
The Guarantor is a public company with limited liability (naamloze
and legal form
vennootschap/société anonyme) incorporated under Belgian law and
of the
domiciled in Brussels, Belgium.
Guarantor, the
legislation
under which the
Guarantor
operates and its
country of
incorporation
B.19.B.4b
A description of The results of operations of the Guarantor are affected by demographics
any known
and by a variety of market conditions, including economic cycles, banking
trends affecting industry cycles and fluctuations in stock markets, interest and foreign
the Guarantor
exchange rates, political developments and client behaviour changes.
and the
Since 2013, the external environment has continued to have an impact on
industries in
the Guarantor as austerity measures prevailed in the Eurozone and gross
which it
domestic product growth stagnated across the European Union. While the
operates
economic conditions in the Eurozone improved in the second quarter of
2013 with positive gross domestic product growth and one major risk a
catastrophic break-up of the Eurozone greatly diminished in 2013, the
threat of a prolonged low interest rate environment increased when the
European Central Bank announced in November 2013 a further interest
rate cut to a record low followed by the introduction of a negative interest
rate on deposits in June 2014. While economic growth is recovering
slowly, global equity markets performed strongly in 2013 and the first half
of 2014. However, in emerging market economies, equity indices were
impacted by amongst others, the reduction of expansive monetary
stimulus by the Board of Governors of the Federal Reserve System.
The operations of the Guarantor are exposed to fluctuations in equity
markets. The Guarantor maintains an internationally diversified and
mainly client-related trading portfolio. Accordingly, market downturns are
6

likely to lead to declines in securities trading and brokerage activities
which it executes for customers and therefore to a decline in related
commissions and trading results. In addition to this, the Guarantor also
maintains equity investments in their own non-trading books. Fluctuations
in equity markets may affect the value of these investments.
The operations of the Guarantor are exposed to fluctuations in interest
rates. The Guarantor's management of interest rate sensitivity affects the
results of its operations. Interest rate sensitivity refers to the relationship
between changes in market interest rates on the one hand and future
interest earnings and economic value of its underlying banking portfolios
on the other hand. Both the composition of the Guarantor's assets and
liabilities and the fact that interest rate changes may affect client
behaviour in a different way than assumed in the Guarantor's internal
models may result in a mismatch which causes the banking longer term
operations' net interest income and trading results to be affected by
changes in interest rates.
The Guarantor is exposed to fluctuations in exchange rates. The
Guarantor's management of exchange rate sensitivity affects the results of
its operations through the trading activities for its own account and
because the Guarantor prepares and publishes its consolidated financial
statements in Euros. Because a substantial portion of the Guarantor's
income and expenses is denominated in currencies other than in Euro,
fluctuations in the exchange rates used to translate foreign currencies into
Euros will impact its reported results of operations and cash flows from
year to year. This exposure is mitigated by the fact that realised results in
non-Euro currencies are translated into Euros by monthly hedging.
B.19.B.5
A description of The Guarantor is a directly-owned, non-listed, subsidiary of ING Bank
the Guarantor's
N.V. ("ING Bank"). ING Bank currently offers Retail Banking services to
group and the
individuals and small and medium-sized enterprises in Europe, Asia and
Guarantor's
Australia and Commercial Banking services to customers around the
position within
world, including multinational corporations, governments, financial
the group
institutions and supranational organisations.
The Guarantor is part of ING Group.
B.19.B.9
Profit forecast
Not Applicable. The Guarantor has not made any public profit forecasts or
or estimate
profit estimates.
B.19.B.10
Qualifications
Not Applicable. The audit reports on the audited financial statements of
in the auditors'
the Guarantor for the years ended 31 December 2012 and 31 December
report
2013 are unqualified.
B.19.B.12
Selected
Key Consolidated Figures ING Belgium SA/NV(1)
historical key
(Amounts in millions of euros)
7

financial
2013
2012
information /
Balance sheet(2)
Significant or
material adverse
Total assets.........................................................
143,470
168,190
change
Shareholder equity..............................................
10,077
11,078
Total due to customers(3) ................................
95,275
90,261
Total loans and advances
83,154
82,996
Results(4)
Total income ......................................................
3,505
3,288
Total operating expenses................................
-1,958
-2,031
Loan loss provisions................................
-220
-206
Profit before tax..................................................
1,330
1,051
Taxation .............................................................
-356
-279
Profit after tax ....................................................
974
772
Notes:
(1) These figures have been derived from the audited annual accounts
of ING Belgium SA/NV in respect of the financial years ended 31
December 2013 and 2012, respectively.
(2) At 31 December.
(3) Figures including Savings accounts, Customer accounts, Corporate
time deposits and Debt securities.
(4) For the year ended 31 December.
Significant Change
Not applicable. There has been no significant change in the financial or
trading position of the Guarantor and its consolidated subsidiaries since 31
December 2013.
Material Adverse Change
There has been no material adverse change in the prospects of the
Guarantor since 31 December 2013.
B.19.B.13
Recent material Not Applicable. There are no recent events particular to the Guarantor
events particular which are to a material extent relevant to the evaluation of the solvency of
to the
the Guarantor.
Guarantor's
solvency
8

B.19.B.14
Dependence
See Element B.19.B.5.
upon other
Not Applicable. The Guarantor is not dependent upon other entities within
group entities
ING Group.
B.19.B.15
A description of The Guarantor's core businesses are Retail Banking and Commercial
the Guarantor's
Banking, with those activities being divided into three segments: Retail &
principal
Private Banking, Mid-Corporates & Institutionals and Commercial
activities
Banking.
B.19.B.16
Extent to which The Guarantor is a directly-owned, non-listed, subsidiary of ING Bank
the Guarantor is N.V., which is itself fully-owned by ING Group. The Guarantor is not
directly or
otherwise directly or indirectly owned or controlled.
indirectly
owned or
controlled
Section C Securities
Element
Title
C.1
A description of Type and class:
the type and the The warrants are fund linked, [American][Bermudian] style call warrants
class of
(the "Warrants").
securities being Identification Code:
offered and/or
The Warrants will be uniquely identified by the ISIN Code [].
admitted to
trading,
including any
security
identification
number
C.2
Currency of the The currency of each series of Warrants issued will be agreed between the
securities issue
Issuer at the time of issue, subject to any applicable legal or regulatory
restrictions.
(Preceding text not to be included in Issue Specific Summary of the
Warrants)
The Warrants are denominated in [].
C.5
A description of The free transfer of the Warrants is subject to the selling restrictions of the
any restrictions
United States, the European Economic Area and the United Kingdom and
on the free
the rules of the relevant clearing systems.
transferability
of the securities
9

Element
Title
C.8
A description of See also C.18.
rights attached
Governing law
to the Warrants, The Warrants will be governed by, and construed in accordance with, the
including
laws of the Grand Duchy of Luxembourg.
ranking and any Status
limitations to
those rights
The Warrants issued under the programme will constitute direct,
unsubordinated and unsecured obligations of the Issuer and rank pari
passu among themselves and (save for certain debts required to be
preferred by law) equally with all other unsecured obligations (other than
subordinated obligations, if any) of the Issuer from time to time
outstanding.
The Guarantor has unconditionally and irrevocably guaranteed the
payment of any sum due under said Warrants, when and as the same shall
become due and payable or the performance of any other obligation in
respect of the Warrants when and as the same shall have to be performed,
all in accordance with the terms of said Warrants. Its obligations in that
respect are contained in a declaration of guarantee made initially on 20
August 2013 by the Guarantor (the "Guarantee").
The rights of warrantholders under the Guarantee constitute direct,
unconditional, irrevocable and unsecured obligations of the Guarantor and
rank pari passu without any preference among themselves with all other
present and future unsecured and unsubordinated obligations of the
Guarantor.
Taxation
The Warrants will not contain any provision that would hold the Issuer or
the Guarantor liable for or otherwise obliged to pay any tax, duty,
withholding or other payment which may arise as a result of the
ownership, transfer, exercise or enforcement of any Warrant and all
payments made by the Issuer shall be made subject to any such tax, duty,
withholding or other payment which may be required to be made, paid,
withheld or deducted.
Negative pledge and events of default
Not Applicable. The terms of the Warrants do not contain a negative
pledge provision, events of default or similar limitations.
C.11
Application for
Warrants may be (i) admitted to trading on the regulated market of the
admission to
Luxembourg Stock Exchange (the "Luxembourg Stock Exchange"); (ii)
trading and
admitted to trading on another regulated market as defined under Directive
distribution in a 2004/39/EC of the European Parliament and of the Council on markets in
10

Document Outline

#1">IBIF Warrants Base Prospectus 2014.docx