Obligation ING Group N.V. 1.4% ( US456837AU72 ) en USD

ING Group N.V.

96.66 % ▼

Pays-bas

US456837AU72 ( en USD )

1.4% par an ( paiement semestriel )

30/06/2026

Prospectus brochure de l'obligation ING Groep N.V US456837AU72 en USD 1.4%, échéance 30/06/2026

/

/

456837AU7

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

01/07/2026 ( Dans 144 jours )

ING Groep N.V. est une institution financière mondiale offrant des services bancaires de détail, de gros et d'investissement à des particuliers et des entreprises dans le monde entier.

L'Obligation émise par ING Group N.V. ( Pays-bas ) , en USD, avec le code ISIN US456837AU72, paye un coupon de 1.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2026

L'Obligation émise par ING Group N.V. ( Pays-bas ) , en USD, avec le code ISIN US456837AU72, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ING Group N.V. ( Pays-bas ) , en USD, avec le code ISIN US456837AU72, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Terms dated 25 June 2020
ING Groep N.V.
Legal entity identifier (LEI): 549300NYKK9MWM7GGW15
Issue of U.S.$1,000,000,000 Callable Fixed-to-Fixed Rate Senior Notes due 1 July 2026
under the 70,000,000,000 Debt Issuance Programme
The Notes will not be registered under the Securities Act and may not be sold except (i) in accordance with
Rule 144A under the Securities Act, (ii) in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act, (iii) pursuant to an effective registration statement under the Securities
Act or (iv) in any other transaction that does not require registration under the Securities Act.
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.
As far as the Issuer is aware, the CMT Rate does not fall within the scope of the BMR by virtue of Article 2
of that regulation, such that the Board of Governors of the Federal Reserve System is not currently required
to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or
equivalence).
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
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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
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:
228
(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:
U.S. dollars (U.S.$)
4
Aggregate Nominal Amount:
(i) Tranche:
U.S.$1,000,000,000
(ii) Series:
U.S.$1,000,000,000
5
Issue Price:
99.933% of the Aggregate Nominal Amount
6
(i) Specified Denominations:
U.S.$200,000 and integral multiples of U.S.$1,000
in excess thereof
(ii) Calculation Amount:
U.S.$1,000
7
(i) Issue Date:
1 July 2020 (T+5)
(ii) Interest Commencement Date:
Issue Date
8
Maturity Date:
1 July 2026
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
Loss Absorption Disqualification Call
(further particulars specified below)
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13
(i) Status of the Notes:
Senior
(i)(a) Waiver of set-off and Status of the
Waiver of set-off (Condition 2) applicable.
Senior Notes:
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) 1 July 2025 (the "Reset Date") 1.400
per cent. per annum payable semi-annually in
arrear. From (and including) the Reset Date up to
(but excluding) the Maturity Date the aggregate of
1.100 per cent. and the CMT Rate per annum
determined by the Agent payable semi-annually in
arrear.
"CMT Rate" has the meaning given thereto in the
Annex to these Final Terms.
(ii) Interest Payment Date(s):
1 January and 1 July in each year, commencing on
1 January 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 Calculation Amount
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:
30/360
(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):
London
(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
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Provisions relating to Redemption
17
Issuer Call
Applicable
(i) Optional Redemption Date(s):
1 July 2025
(ii) Optional Redemption Amount of U.S.$1,000 per Calculation Amount
each Note:
(iii) If redeemable in part:
Not Applicable
(iv) Notice period:
As per Conditions
18
Investor Put
Not Applicable
19
Regulatory Call
Not Applicable
20
Loss Absorption Disqualification Call
Applicable
(i) Optional Redemption Amount of U.S.$1,000 per Calculation Amount
each Note:
(ii) Notice period:
As per Conditions
(iii) Full exclusion required or partial Partial exclusion sufficient
exclusion sufficient:
21
Final Redemption Amount of each
U.S.$1,000 per Calculation Amount
Note:
22
Early Redemption Amount
(i) Early Redemption Amount of each Condition 6(f)(i) applies
Note 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:
Registered Notes:
Reg. S Notes: Reg. S Global Note
Rule 144A Notes: Rule 144A Global Note
(Restricted Notes)
(ii) New Global Note:
No
24
Additional Financial Centre(s) or other
London
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):
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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:
Not Applicable
(ii) Estimate of total expenses related to Not Applicable
admission to trading:
2
Ratings
Ratings:
The Notes to be issued are expected to be rated:
Standard & Poor's: A-
Moody's: Baa1
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
Reasons for the offer, and estimated net proceeds
(i) Reasons for the offer:
The net proceeds of the Notes will be used
exclusively to finance and/or refinance Eligible Green
Projects (as defined below) meeting the Eligibility
Criteria (as defined below).
Pending the full allocation of the net proceeds of the
Notes to the Eligible Green Projects, the Issuer will
hold and/or invest the balance of net proceeds not yet
allocated to Eligible Green Projects within a separate
account of its treasury department, at its own
discretion, in cash, cash equivalent and/or other liquid
marketable instruments in its liquidity portfolio.
"Eligible Green Projects" include loans held by the
Issuer to finance and/or refinance sustainable projects
within the framework of the Issuer's Sustainable
Finance program (as further described at
www.ing.com). The Eligible Green Projects fall into
the following categories:
(a)
Renewable Energy: financing or
refinancing for the production,
transmission, appliances, acquisition
and products of renewable energy; as
well as the connection of renewable
energy production units to the electricity
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grid and the transportation through the
network;
(b)
Green
Buildings:
financing
or
refinancing buildings which meet
regional, national or internationally
recognised regulations, standards or
certifications:
(a)
Commercial real estate:
(i)
New
or
existing
commercial buildings with
an Energy Performance
Certificate (EPC) label "A"
in The Netherlands
(ii)
New
or
existing
commercial
buildings
belonging to the top 15%
low carbon buildings in the
region (f.e. Germany or
Belgium)
(iii) Refurbished Commercial
buildings with an improved
energy efficiency of at least
30%
(iv)
New,
existing
or
refurbished
commercial
buildings which have
received at least one or
more of the following
classifications:
LEED
"Gold"
and
above,
BREEAM
"Excellent",
HQE "Excellent", DGNB
"Gold" and above, or an
equivalent or higher level of
certification
(b)
Residential real estate:
(i)
New or existing residential
buildings with an Energy
Performance
Certificate
(EPC) label "A" in The
Netherlands
(ii)
New or existing residential
buildings belonging to the
top 15% of low carbon
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buildings in the region (f.e.
Germany or Belgium)
(iii) Refurbished
Residential
buildings with an improved
energy efficiency of at least
30%;
(c)
Clean Transportation: financing or
refinancing electric, hybrid, public, rail,
non-motorised,
multi-modal
transportation and the infrastructure for
clean transportation;
(d)
Pollution prevention and control:
financing or refinancing reduction of air
emissions, greenhouse gas control, soil
remediation, waste prevention, waste
reduction, waste recycling and
energy/emission-efficient waste to
energy;
(e)
Sustainable
water
management:
financing or refinancing sustainable
infrastructure for clean and/or drinking
water, wastewater treatment, sustainable
urban drainage systems and river
training and other forms of flooding
mitigation;
"Eligibility Criteria" means the criteria prepared by
ING and reviewed by ISS-oekom. ISS-oekom has
reviewed the selected Eligible Green Projects and has
issued a second party opinion based on the Eligibility
Criteria. The second party opinion is available on the
Issuer's website: www.ing.com.
The Issuer is expected to issue a report after a year
from issuance, to be renewed annually until full
allocation on (i) the impact of the Eligible Green
Projects, and (ii) the allocation of the use of proceeds
of the Notes to Eligible Green Projects. ING may
request on an annual basis, starting one year after
issuance and until maturity (or until full allocation), a
limited assurance report on the allocation of the bond
proceeds to eligible assets, provided by its external
auditor.
Any information contained in or accessible through
any website, including www.ing.com, does not form
part of the Final Terms and Base Prospectus, unless
specifically stated.
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(ii) Estimated net proceeds:
U.S.$996,830,000
5
Yield (Fixed Rate Notes only)
Indication of yield:
1.414% 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) on the Optional
Redemption Date, an indication of the yield for the
period up to the Maturity Date has not been provided.
6
Operational Information
(i) ISIN:
Reg S Notes: USN4580HAC18
Rule 144A Notes: US456837AU72
(ii) CUSIP:
Reg S Notes: N4580HAC1
Rule 144A Notes: 456837AU7
(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 free of 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
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