Obligation ING Groep N.V. 2.875% ( XS0804363439 ) en EUR

ING Groep N.V.

100 % ▼

Pays-bas

XS0804363439 ( en EUR )

2.875% par an ( paiement annuel )

20/07/2029 - Obligation échue

Prospectus brochure de l'obligation ING Bank N.V XS0804363439 en EUR 2.875%, échue

100 000 EUR

100 000 000 EUR

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 émise par ING Groep N.V. ( Pays-bas ) , en EUR, avec le code ISIN XS0804363439, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/07/2029

ING Bank N.V.
(incorporated with limited liability under the laws of The Netherlands with its corporate seat in Amsterdam)
35,000,000,000
Covered Bonds Programme
guaranteed as to payments of interest and principal by
ING Covered Bond Company B.V.
(incorporated with limited liability under the laws of The Netherlands with its corporate seat in Amsterdam)
Under this covered bonds programme (the "Programme"), ING Bank N.V. (the "Issuer" or the "Bank") may from time to time issue bonds in global or definitive and in bearer or registered
form (the "Covered Bonds") guaranteed as to payment of interest and principal by ING Covered Bond Company B.V. (the "CBC").
This Base Prospectus constitutes, when read together with the Registration Document (as defined below), a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended
from time to time, which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant member state (the "Prospectus
Directive"). This Base Prospectus is issued in replacement of a base prospectus dated 19 February 2013 in respect of a 35,000,000,000 Covered Bonds Programme, as subsequently
supplemented by the first supplement dated 25 February 2013, the second supplement dated 13 May 2013, the third supplement dated 9 August 2013 and the fourth supplement dated 6
November 2013 and, accordingly, supersedes that earlier base prospectus (as so supplemented).
The CBC has as an independent obligation irrevocably undertaken to pay interest and principal payable under the Covered Bonds to the Covered Bondholders (as defined in the Conditions (as
defined below)) pursuant to the Guarantee issued under the Trust Deed and has pledged and will pledge to the Trustee the Transferred Assets (all as defined herein) and certain other assets as
security therefor. Recourse against the CBC under the Guarantee will be limited to the Transferred Assets and such other assets. Neither the Covered Bonds nor the Guarantee of the CBC will
contain any provision that would oblige the Issuer or the CBC to gross up any amounts payable thereunder in the event of any withholding or deduction for or on account of taxes levied in any
jurisdiction.
Subject as set out herein, the Covered Bonds will be subject to such minimum or maximum maturity as may be allowed or required from time to time by the relevant central bank (or regulatory
authority) or any laws or regulations applicable to the Issuer or the relevant Specified Currency (as defined herein), provided that the maximum maturity for any Tranche of Covered Bonds will
be 45 years. The aggregate nominal amount of all Covered Bonds from time to time outstanding will not exceed 35,000,000,000 (or its equivalent in other currencies calculated as described
herein).
The Covered Bonds will be issued on a continuing basis by the Issuer to purchasers thereof, which may include any Dealers appointed under the Programme from time to time, which
appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). The Dealer or Dealers with whom the Issuer agrees or proposes to agree on the
issue of any Covered Bonds is or are referred to as the "relevant Dealer" in respect of those Covered Bonds.
The minimum denomination of Covered Bonds offered by the Issuer will be (i) such denomination as may be allowed or required from time to time by the relevant central bank (or regulatory
authority) or any laws or regulations applicable to the relevant Specified Currency (as defined below) and (ii) in respect of Covered Bonds which will be offered to the public within a member
state of the European Economic Area ("EEA") or for which the Issuer will seek their admission to trading on a regulated market situated or operating within such a member state, in each case
in circumstances which would require the approval of a prospectus under the Prospectus Directive (as defined below), 100,000 (or its equivalent in any other currency at the date of issue of
the Covered Bonds). Covered Bonds may be denominated in any currency determined by the Issuer and the relevant Dealer.
This Base Prospectus was approved in respect of its English language content on 24 February 2014 by the Dutch Stichting Autoriteit Financiële Markten (the Netherlands Authority for the
Financial Markets) (the "AFM") as competent authority under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), implementing the Prospectus Directive. The AFM
has provided the Commission de Surveillance du Secteur Financier as competent authority under the Luxembourg Law dated 10 July 2005 as amended with a certificate of approval attesting
that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
Application has been made for the Covered Bonds to be issued by the Issuer under the Programme during the period of 12 months from the date of this Base Prospectus (the "February 2014
Update") to be listed on NYSE Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam") and to be admitted to the official list of the Luxembourg
Stock Exchange (the "Official List") and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange"). Covered Bonds issued by
the Issuer may be listed on such other or further stock exchange or stock exchanges as may be determined by the Issuer, the CBC, the Trustee and the relevant Dealer (as the case may be), and
may be offered to the public in other jurisdictions also. The Issuer may also issue unlisted and/or privately placed Covered Bonds. References in this Programme to Covered Bonds being
"listed" (and all related references) shall mean that such Covered Bonds have been admitted to trading and have been listed on Euronext Amsterdam and/or the Official List and the
Luxembourg Stock Exchange (as the case may be) and/or such other or future stock exchange(s) which may be agreed and which are specified in the applicable final terms (the "Final Terms")
in the form, or substantially in the form, set out herein.
The Programme has been approved by the SIX Swiss Exchange Ltd (the "SIX Swiss Exchange") as an "issuance programme" for the listing of bonds in accordance with the listing rules of the
SIX Swiss Exchange. Application may be made to list Covered Bonds issued under the Programme on the SIX Swiss Exchange during the period of twelve months after the date of this Base
Prospectus.
The Issuer has a senior debt rating from Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's" or "S&P") of A (outlook stable), from Moody's France SAS
("Moody's") of A2 (outlook negative), and from Fitch Ratings Ltd. ("Fitch") of `A+'/`F1+' (outlook negative). Standard & Poor's, Moody's and Fitch are established in the European Union
and are registered under the Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended from time to time (the
"CRA Regulation").
The Covered Bonds are expected on issue to be assigned a rating from Fitch of `AAA', a rating from Standard & Poor's of AAA and a rating from Moody's of Aaa, respectively, to the extent
each such agency is a Rating Agency (as defined below) at the time of the issue of the Covered Bonds. Other Tranches of Covered Bonds issued under the Programme may be rated or unrated.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
This Base Prospectus is to be read in conjunction with any supplement hereto and any Final Terms hereto and with all documents which are deemed to be incorporated in it by reference (see
Section D.1 (Documents incorporated by reference) below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated into, and form part of, this
Base Prospectus.
Investing in Covered Bonds issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the CBC to fulfil their respective
obligations under the Covered Bonds are discussed in the section entitled "Risk Factors".
Arranger
Co-Arranger
BARCLAYS
ING
BASE PROSPECTUS DATED 24 FEBRUARY 2014

The Issuer accepts responsibility for the information contained in this Base Prospectus and the CBC accepts
responsibility for the information contained in this Base Prospectus in the Sections B.1 (Overview) under
"Guarantor", 2.3 (CBC), 8 (General Information) under "Authorisation" (as far as it relates to authorisation
by the CBC of the giving of the Guarantee), "No significant or material adverse change", "Litigation",
"Auditor of the CBC" and under "Limited action since incorporation of CBC" below. To the best of the
knowledge of the Issuer and the CBC (which have each taken all reasonable care to ensure that such is the
case) the information contained in this Base Prospectus (in the case of the CBC, the sections relating to the
CBC referred to above) is in accordance with the facts and does not omit anything likely to affect the import
of such information.
In relation to each separate issue of Covered Bonds, the issue price and the amount of such Covered Bonds
will be determined before filing of the relevant Final Terms of each issue, based on then prevailing market
conditions at the time of the issue of the Covered Bonds, and will be set out in the relevant Final Terms. The
Final Terms will be provided to investors and filed with the competent authority for the purposes of the
Prospectus Directive when any public offer of Covered Bonds is made in the EEA as soon as practicable and
if possible in advance of the beginning of the offer. Notice of the aggregate nominal amount of Covered
Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds and any other
terms and conditions not contained herein which are applicable to each Tranche of Covered Bonds will be set
forth in the Final Terms for the particular issue.
The Covered Bonds issued under the Programme will include (i) fixed rate Covered Bonds ("Fixed Rate
Covered Bonds"), (ii) floating rate Covered Bonds ("Floating Rate Covered Bonds") and (iii) zero coupon
Covered Bonds ("Zero Coupon Covered Bonds"). The Issuer, with the agreement of the CBC, the Trustee and
the relevant Dealer, may decide to issue Covered Bonds in a form not contemplated by the various terms and
conditions of the Covered Bonds herein. In any such case, or in any other relevant case, either a supplement to
this Base Prospectus, if appropriate, will be made available which will describe the form of such Covered
Bonds or such Covered Bonds will not be issued under this Base Prospectus.
To the fullest extent permitted by law, none of the Dealers or the Arrangers (which terms, for the avoidance of
doubt, exclude ING Bank N.V. in its capacity as Issuer) accept any responsibility for the contents of this Base
Prospectus or for any other statement, made or purported to be made by an Arranger or a Dealer or on its
behalf in connection with the Issuer, the CBC, the Trustee or the issue and offering of the Covered Bonds.
Each Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract
or otherwise (save as referred to above) which it might otherwise have in respect of this Base Prospectus or
any such statement.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other information supplied in connection with the Programme
and, if given or made, such information or representation must not be relied upon as having been authorised
by the Issuer, the CBC and the Trustee or any of the Dealers appointed by the Issuer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme should be
considered as a recommendation by the Issuer, the CBC and the Trustee or any of the Dealers or Arrangers
that any recipient of this Base Prospectus or any other information supplied in connection with the
Programme should purchase any Covered Bonds. Each investor contemplating purchasing any Covered
Bonds shall be taken to have made its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer and the CBC. Neither this Base Prospectus nor any
other information supplied in connection with the Programme or the issue of any Covered Bonds constitutes
an offer or invitation by or on behalf of the Issuer, the CBC or the Trustee or any of the Dealers or Arrangers
to any person to subscribe for or to purchase any Covered Bonds.
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Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Covered Bonds shall in any circumstances imply that the information contained in it concerning the Issuer,
the CBC, the Bank in its capacity as initial originator (in such capacity, the "Initial Originator") or concerning
any member of the Group other than the Initial Originator which at the option of the Issuer accedes to,
amongst other things, the Programme Agreement as an Originator in accordance with the Programme
Agreement (a "New Originator" and together with the Initial Originator, the "Originators" and each an
"Originator") is correct at any time subsequent to the date hereof or that there has been no adverse change, or
any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of
the Issuer or the CBC since the date thereof or, if later, the date upon which this Base Prospectus has been
most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date indicated in the document containing the same. The
Dealers and the Trustee do not undertake to review the financial condition or affairs of the Issuer, the CBC
and the Originators during the life of the Programme. Investors should carefully review and evaluate, inter
alia, the most recent financial statements of the Issuer when deciding whether or not to purchase any Covered
Bonds. Neither the Issuer nor the CBC has any obligation to update this Base Prospectus, except when
required by and in accordance with the Prospectus Directive.
None of the Issuer, the CBC, the Arrangers or any Dealer represents that this Base Prospectus or any Final
Terms may be lawfully distributed, or that Covered Bonds may be lawfully offered, in compliance with any
applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, the CBC, the Arrangers or any Dealer under the Programme which would
permit a public offering of the Covered Bonds or distribution of this Base Prospectus or any Final Terms in
any jurisdiction where action for that purpose is required, other than (if so indicated in the relevant Final
Terms), with respect to the Issuer in certain Member States of the EEA and Switzerland, provided that the
minimum denomination of Covered Bonds offered by the Issuer will be (i) such denomination as may be
allowed or required from time to time by the relevant central bank (or regulatory authority) or any laws or
regulations applicable to the relevant Specified Currency and (ii) in respect of Covered Bonds which will be
offered to the public within a member state of the EEA or for which the Issuer will seek their admission to
trading on a regulated market situated or operating within such a member state, in each case in circumstances
which would require the approval of a prospectus under the Prospectus Directive, 100,000 (or its equivalent
in any other currency at the date of issue of the Covered Bonds). Accordingly, the Covered Bonds may not be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any Final Terms nor any
advertisement or other offering material may be distributed or published in any jurisdiction where such offer,
sale, distribution and/or publication would be prohibited and each Dealer will be required to represent that all
offers and sales by it of Covered Bonds will be made on these terms.
The distribution of this Base Prospectus and any Final Terms and the offer or sale of Covered Bonds may be
restricted by law in certain jurisdictions. Persons into whose possession this Base Prospectus, any Final Terms
or any Covered Bonds come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and any Final Terms and the offering and sale of Covered Bonds. In
particular, there are selling restrictions in relation to the United States, the United Kingdom, Italy, The
Netherlands, Japan and France and such other restrictions as may apply. See Section 1.5 (Subscription and
Sale) below.
The Covered Bonds which may be issued under the Programme, are sophisticated instruments, can involve a
high degree of risk and are intended for sale only to those investors capable of understanding the risk entailed
in such instruments. Prospective purchasers of the Covered Bonds should ensure that they understand the
nature of the Covered Bonds and the extent of their exposure to risk and that they understand the nature of the
Covered Bonds as an investment in the light of their own circumstances and financial condition. Prospective
A17451221
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purchasers of the Covered Bonds should conduct their own investigations and, in deciding whether or not to
purchase Covered Bonds, should form their own views of the merits of an investment related to the Covered
Bonds based upon such investigations and not in reliance upon any information given in this Base Prospectus
and the applicable Final Terms. If in doubt potential investors are strongly recommended to consult with their
independent financial advisers before making any investment decision.
Neither the Covered Bonds nor the Guarantee have been nor will they be registered under the Securities Act
or with any securities regulatory authority of any State or other jurisdiction of the United States. Accordingly,
the Covered Bonds may not be offered, sold, pledged or otherwise transferred within the United States or to
or for the account or benefit of U.S. persons except in accordance with Regulation S under the Securities Act
or pursuant to an exemption from the registration requirements of the Securities Act and any applicable state
securities laws. Registered Covered Bonds issued by the Issuer may be offered and sold in the United States
exclusively to persons reasonably believed by the Issuer or the Dealers (if any), to be QIBs (as defined
herein). Each U.S. purchaser of Registered Covered Bonds issued by the Issuer is hereby notified that the
offer and sale of any Registered Covered Bonds to it may be made in reliance upon the exemption from the
registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act")
provided by Rule 144A. To permit compliance with Rule 144A under the Securities Act in connection with
the resales of Registered Covered Bonds issued by the Issuer, the Issuer is required to furnish, upon request of
a holder of a Registered Covered Bond or a prospective purchaser designated by such holder, the information
required to be delivered under Rule 144A(d)(4) under the Securities Act. Registered Covered Bonds issued by
the Issuer are not transferable to other holders within the United States except upon satisfaction of certain
conditions as described under Section 1.5 (Subscription and Sale) below.
The Covered Bonds have not been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Covered Bonds
or the accuracy or the adequacy of this Base Prospectus. Any representation to the contrary is a criminal
offence in the United States.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER RSA 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED
IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
This Base Prospectus includes general summaries of certain Dutch and Swiss tax considerations and certain
U.S. federal income tax considerations relating to an investment in the Covered Bonds (see Section 1.4
(Taxation) below). Such summaries may not apply to a particular Covered Bondholder (as defined in the
terms and conditions of the Covered Bonds). Any potential investor should consult its own tax adviser for
more information about the tax consequences of acquiring, owning and disposing of Covered Bonds in its
particular circumstances.
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All references in this document to "EUR", "euro" and "" refer to the lawful currency introduced at the start
of the third stage of European economic and monetary union, pursuant to the Treaty establishing the European
Community as amended by the Treaty on European Union, those to "U.S. dollars" and "U.S.$", refer to the
lawful currency of the United States of America, those to "Japanese Yen" refer to the lawful currency of
Japan, those to "Sterling" refer to the lawful currency of the United Kingdom, and those to "Swiss Franc"
refer to the lawful currency of Switzerland.
In connection with the issue of any Tranche of Covered Bonds, the Issuer or the Dealer(s) (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Covered Bonds or effect transactions with a view to supporting
the market price of the Covered Bonds at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Covered Bonds is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche of Covered Bonds and 60 days after the
date of the allotment of the relevant Tranche of Covered Bonds. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
Switzerland: The Covered Bonds being offered pursuant to this Base Prospectus do not represent units
in collective investment schemes. Accordingly, they have not been registered with the Swiss Financial
Market Supervisory Authority FINMA (the "FINMA") as foreign collective investment schemes, and
are not subject to the supervision of the FINMA. Investors cannot invoke the protection conferred
under the Swiss legislation applicable to collective investment schemes.
The Issuer is a public limited liability company (naamloze vennootschap) incorporated under the laws of The
Netherlands with its registered office in Amsterdam, The Netherlands. Substantially all the officers and
directors of the Issuer reside in The Netherlands or in other jurisdictions outside of the United States. Most of
the Issuer's assets and substantially all of the assets of its executive officers and directors are located outside
the United States. As a result, it may not be possible for investors to effect service of process in the United
States upon the Issuer, or upon the Issuer's executive officers and directors, or to enforce against the Issuer, or
them, judgments obtained in U.S. courts predicated upon civil liability provisions of the federal securities law
or other laws of the United States.
The United States and The Netherlands do not currently have a treaty providing for reciprocal recognition and
enforcement of judgments rendered in connection with civil and commercial disputes. As a result, a final
judgment for the payment of damages based on civil liability rendered by a U.S. court, whether or not
predicated solely upon the federal securities laws of the United States, would not be enforceable in The
Netherlands. If the party in whose favour the final judgment is rendered brings a new suit in a competent
Dutch court, the party may submit to the Dutch court the final judgment that has been rendered by the U.S.
court. Such judgment will only be regarded by a Dutch court as evidence of the outcome of the dispute to
which the judgment relates, and a Dutch court may choose to rehear the dispute ab initio.
This Base Prospectus includes "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact
included in this Base Prospectus, including, without limitation, those regarding the Issuer's financial position,
business strategy, plans and objectives of management for future operations, are forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Issuer, or industry results, to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking
A17451221
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statements. Such forward-looking statements are based on numerous assumptions regarding the Issuer's
present and future business strategies and the environment in which the Issuer will operate in the future.
These forward-looking statements speak only as of the date of this Base Prospectus or as of such earlier date
at which such statements are expressed to be given. Subject to any continuing disclosure obligation under
applicable law (including, without limitation, the obligation to prepare a supplement to this Base Prospectus
pursuant to Article 16 of the Prospectus Directive), the Issuer and the CBC expressly disclaim any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein
to reflect any change in the Issuer's or the CBC's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. The reader should, however, take into
account any further disclosures of a forward-looking nature the Issuer may make in future publications.
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TABLE OF CONTENTS
Page
A. RISK FACTORS........................................................................................................................................ 8
B. KEY FEATURES OF THE PROGRAMME ........................................................................................... 55
C. STRUCTURE DIAGRAM; PRINCIPAL TRANSACTION PARTIES; RATING TRIGGER
OVERVIEW ............................................................................................................................................ 66
D. DOCUMENTS INCORPORATED BY REFERENCE; DEFINITIONS & INTERPRETATION .......... 69
1
COVERED BONDS................................................................................................................................ 72
1.1
FORM OF THE COVERED BONDS AND DTC INFORMATION................................... 72
1.2
FORM OF FINAL TERMS.................................................................................................. 80
1.3
TERMS AND CONDITIONS OF THE COVERED BONDS............................................. 94
1.4
TAXATION........................................................................................................................ 135
1.5
SUBSCRIPTION AND SALE........................................................................................... 157
1.6
TRUSTEE .......................................................................................................................... 168
1.7
USE OF PROCEEDS......................................................................................................... 169
1.8
DESCRIPTION OF THE DUTCH COVERED BOND REGULATIONS ........................ 170
2
ASSET-BACKED GUARANTEE ........................................................................................................ 172
2.1
GUARANTEE ................................................................................................................... 172
2.2
SECURITY ........................................................................................................................ 175
2.3
CBC.................................................................................................................................... 178
3
GUARANTEE SUPPORT..................................................................................................................... 181
3.1
TRANSFERS..................................................................................................................... 181
3.2
RETRANSFERS................................................................................................................ 187
3.3
ELIGIBLE ASSETS........................................................................................................... 190
3.4
OVERVIEW OF THE DUTCH RESIDENTIAL MORTGAGE MARKET...................... 204
3.5
MUNICIPALITY/NHG GUARANTEE PROGRAMME.................................................. 210
3.6
ORIGINATION AND SERVICING BY INITIAL ORIGINATOR.................................... 216
3.7
SUB-PARTICIPATION...................................................................................................... 223
4
ASSET MONITORING......................................................................................................................... 227
4.1
ASSET COVER TEST....................................................................................................... 227
4.2
PRE-MATURITY TEST .................................................................................................... 232
4.3
PORTFOLIO TESTS ......................................................................................................... 234
4.4
AMORTISATION TEST.................................................................................................... 236
4.5
SALE OR REFINANCING OF SELECTED ASSETS ..................................................... 239
4.6
ASSET MONITOR............................................................................................................ 242
5
SERVICING AND CUSTODY ............................................................................................................. 244
5.1
SERVICING....................................................................................................................... 244
5.2
SERVICERS ...................................................................................................................... 247
5.3
CUSTODY......................................................................................................................... 249
6
SWAPS .................................................................................................................................................. 250
6.1
TOTAL RETURN SWAP................................................................................................... 253
6.2
INTEREST RATE SWAPS ................................................................................................ 255
6.3
STRUCTURED SWAPS.................................................................................................... 256
7
CASHFLOWS ....................................................................................................................................... 258
7.1
LEDGERS.......................................................................................................................... 262
7.2
POST-NOTICE-TO-PAY PRIORITY OF PAYMENTS .................................................... 268
7.3
POST-CBC-ACCELERATION-NOTICE PRIORITY OF PAYMENTS........................... 272
7.4
CBC ACCOUNTS ............................................................................................................. 274
8
GENERAL INFORMATION................................................................................................................. 276
INDEX OF DEFINED TERMS ..................................................................................................................... 281
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A. RISK FACTORS
The Issuer believes that the following factors, and the risk factors relating to the Issuer contained in the
Registration Document, may affect its ability to fulfil its obligations under Covered Bonds issued under the
Programme. Most of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with Covered
Bonds issued under the Programme are also described below.
The Issuer believes that the factors described below, and the risk factors relating to the Issuer contained in
the Registration Document, represent the risks material to investing in Covered Bonds issued under the
Programme, but the inability of the Issuer and the CBC to pay interest, principal or other amounts on or in
connection with any Covered Bonds or the Guarantee, as applicable, may occur for other reasons and the
Issuer does not represent that the statements below, and the risk factors relating to the Issuer contained in the
Registration Document, regarding the risks of holding any Covered Bonds are exhaustive. Additional risks not
currently known to the Issuer or that the Issuer now views as immaterial may also have a material adverse
effect on the Issuer's future business, operating results or financial condition and affect an investment in
Covered Bonds issued under the Programme. Prospective investors should also read the detailed information
set out elsewhere in this Base Prospectus, and the risk factors relating to the Issuer contained in the
Registration Document, and reach their own views prior to making any investment decision.
Before making an investment decision with respect to any Covered Bonds, prospective investors should form
their own opinion, consult their own stockbroker, bank manager, lawyer, accountant or other financial, legal
and tax advisers and carefully review the risks entailed by an investment in the Covered Bonds and consider
such an investment decision in the light of the prospective investor's personal circumstances.
The subsequent numbers and capital headings used in the below text, correspond to the numbers and
headings of the subsequent chapters as contained in this Base Prospectus after this section, where additional
and more detailed information on the same heading can be found. Words and expressions defined elsewhere
in this Base Prospectus shall have the same meaning in the below risk factors description. An index of certain
defined terms is contained at the end of this Base Prospectus.
A.1 Covered Bonds
Introduction
Each prospective investor in Covered Bonds must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Covered Bonds
(i) is fully consistent with its (or if it is acquiring the Covered Bonds in a fiduciary capacity, the beneficiary's)
financial needs, objectives and condition, (ii) complies and is fully consistent with any investment policies,
guidelines and restrictions applicable to it (whether acquiring the Covered Bonds as principal or in a fiduciary
capacity) and (iii) is a fit, proper and suitable investment for it (or, if it is acquiring the Covered Bonds in a
fiduciary capacity, for the beneficiary). In particular, investment activities of certain investors are subject to
investment laws and regulations, or review or regulation by certain authorities. Each prospective investor
should therefore consult its legal advisers to determine whether and to what extent (i) the Covered Bonds are
legal investments for it, (ii) the Covered Bonds can be used as underlying securities for various types of
borrowing and (iii) other restrictions apply to its purchase or pledge of any Covered Bonds.
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The Covered Bonds may not be a suitable investment for all investors
Each potential investor in the Covered Bonds must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Covered Bonds, the
merits and risks of investing in the Covered Bonds and the information contained or incorporated by
reference in this Base Prospectus, any applicable supplement or Final Terms;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Covered Bonds and the impact the Covered Bonds
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Covered
Bonds, including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the Covered Bonds and be familiar with the behaviour of any
relevant assets and/or financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Covered Bonds are generally complex financial instruments. A potential investor should not invest in Covered
Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the Covered Bonds
will perform under changing conditions, the resulting effects on the value of the Covered Bonds and the
impact this investment will have on the potential investor's overall investment portfolio.
Possible delay in delivery of underlying securities
An issue of Covered Bonds may include provisions for the delivery of underlying securities to holders of
those Covered Bonds. If such delivery is to take place, it may be delayed by factors outside the Issuer's
control, for example disruption on relevant clearing systems. The Issuer will not be responsible for any such
delay and shall not be obliged to compensate holders of Covered Bonds therefor. Covered Bondholders will
be solely responsible for determining whether they are permitted to hold any underlying securities, including
under applicable securities laws.
Limited liquidity of the Covered Bonds
Even if application is made to list Covered Bonds on a stock exchange, there can be no assurance that a
secondary market for any of the Covered Bonds will develop, or, if a secondary market does develop, that it
will provide the holders of the Covered Bonds with liquidity or that it will continue for the life of the Covered
Bonds. A decrease in the liquidity of an issue of Covered Bonds may cause, in turn, an increase in the
volatility associated with the price of such issue of Covered Bonds. Any investor in the Covered Bonds must
be prepared to hold such Covered Bonds for an indefinite period of time or until redemption of the Covered
Bonds. If any person begins making a market for the Covered Bonds, it is under no obligation to continue to
do so and may stop making a market at any time. Illiquidity may have a severely adverse effect on the market
value of Covered Bonds.
Limited liquidity in the secondary market in mortgage loans and mortgage backed securities
The secondary mortgage markets have been experiencing severe disruptions resulting from reduced investor
demand for mortgage loans and mortgage-backed securities and increased investor yield requirements for
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those loans and securities. As a result, the secondary market for mortgage loans and mortgage-backed
securities has experienced extremely limited liquidity. These conditions may continue or worsen in the future.
This may, amongst other things, affect the ability of the CBC to obtain timely funding to fully redeem
maturing Series with the sale proceeds of Transferred Receivables subject to and in accordance with the Asset
Monitor Agreement, the Trust Deed and the Guarantee Support Agreement.
Limited liquidity in the secondary market for mortgage-backed securities has had a severe adverse effect on
the market value of mortgage-backed securities (including covered bonds). Limited liquidity in the secondary
market may continue to have a severe adverse effect on the market value of mortgage-backed securities,
especially those securities that are more sensitive to prepayment, credit or interest rate risk and those
securities that have been structured to meet the investment requirements of limited categories of investors.
Consequently, an investor in Covered Bonds may not be able to sell its Covered Bonds readily. The market
values of the Covered Bonds are likely to fluctuate and may be difficult to determine. Any of these
fluctuations may be significant and could result in significant losses to such investor.
In addition, the forced sale into the market of mortgage-backed securities held by structured investment
vehicles, hedge funds, issuers of collateralised debt obligations and other similar entities that have been
experiencing funding difficulties could adversely affect an investor's ability to sell, and/or the price an
investor receives for, the Covered Bonds in the secondary market.
Counterparty risk exposure
The ability of the Issuer or the CBC to make payments under the Covered Bonds or the Guarantee, as the case
may be, is subject to general credit risks, including credit risks of borrowers. Third parties that owe the Issuer
or the CBC money, securities or other assets may not pay or perform under their obligations. These parties
include borrowers under loans granted, trading counterparties, counterparties under swap agreements and
credit and other derivative contracts, agents and other financial intermediaries. These parties may default on
their obligations to the Issuer or the CBC due to bankruptcy, lack of liquidity, downturns in the economy or
real estate values, operational failure or other reasons.
Credit ratings
The Issuer has a senior debt rating from Standard & Poor's of A (outlook stable), from Moody's of A2
(outlook negative) and from Fitch of `A+'/`F1+' (outlook negative). The Covered Bonds are expected on
issue to be assigned a rating from Fitch of `AAA', a rating from Standard & Poor's of AAA and a rating from
Moody's of Aaa, respectively, to the extent each such agency is a Rating Agency (as defined below) at the
time of the issue of the Covered Bonds.
Other Tranches of Covered Bonds issued under the Programme may be rated or unrated and one or more
independent credit rating agencies may assign additional credit ratings to the Covered Bonds or the Issuer.
Where a Tranche of Covered Bonds is rated, such rating will not necessarily be the same as the ratings
assigned to the Programme.
The ratings may not reflect the potential impact of all risks related to structure, market, additional factors
discussed above, and other factors that may affect the value of the Covered Bonds and the ability of the Issuer
to make payments under the Covered Bonds (including but not limited to market conditions and funding
related and operational risks inherent to the business of the Issuer and the CBC). A credit rating is not a
recommendation to buy, sell or hold securities. There is no assurance that a rating will remain for any given
period of time or that a rating will not be suspended, lowered or withdrawn by the relevant rating agency if, in
its judgement, circumstances in the future so warrant.
In the event that a rating assigned to the Covered Bonds or the Issuer is subsequently suspended, lowered or
withdrawn for any reason, no person or entity is obliged to provide any additional support or credit
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