Obligation ING Groep 0% ( XS1165585214 ) en GBP

Société émettrice ING Groep
Prix sur le marché 100 %  ▼ 
Pays  Pays-Bas
Code ISIN  XS1165585214 ( en GBP )
Coupon 0%
Echéance 12/01/2016 - Obligation échue



Prospectus brochure de l'obligation ING Bank XS1165585214 en GBP 0%, échue


Montant Minimal 100 000 GBP
Montant de l'émission 158 000 000 GBP
Description détaillée ING est une banque internationale offrant une large gamme de services financiers, notamment des services de banque de détail, de banque privée et de gestion d'actifs, opérant dans plusieurs pays à travers le monde.

L'Obligation émise par ING Groep ( Pays-Bas ) , en GBP, avec le code ISIN XS1165585214, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/01/2016







ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Bank N.V., Sydney Branch
(Australian Business Number 32 080 178 196)
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Americas Issuance B.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
40,000,000,000
Global Issuance Programme
Base Prospectus for the issuance of Medium Term Notes and Inflation Linked Notes
Under this Global Issuance Programme (the "Programme"), (i) ING Bank N.V. (the "Global Issuer", which expression shall include any Substituted
Debtor (as defined in Condition 17 of the Terms and Conditions of the Notes), "ING Bank" or the "Bank") may from time to time issue notes (the "Notes", as more
fully defined herein), (ii) ING Bank N.V., Sydney Branch (the "Australian Issuer") may from time to time issue Notes and transferable deposits and (iii) ING
Americas Issuance B.V. (the "Americas Issuer", which expression shall include any Substituted Debtor (as defined in Condition 17 of the Terms and Conditions of
the Notes)) may from time to time issue Notes guaranteed by ING Bank N.V. (ING Bank N.V. in its capacity as guarantor under the Notes issued by the Americas
Issuer, the "Guarantor").
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (the "AFM") 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 28 June 2013 in respect of the issue by the Issuers of PD Notes (as defined below). The AFM has provided the competent authorities in
each of Austria, Belgium, Finland, France, Germany, Italy, Luxembourg, Norway, Portugal, Spain and Sweden with a certificate of approval attesting that this Base
Prospectus has been drawn up in accordance with the Prospectus Directive.
Notes to be issued under the Programme during the period of 12 months from the date of this Base Prospectus, which are:
(a) offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive,
whether or not such Notes are listed and admitted to trading on any market; or
(b) (i) admitted to trading on NYSE Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam"); (ii) admitted to
the official list of the Luxembourg Stock Exchange (the "Official List"); (iii) admitted to trading on the regulated market of the Luxembourg Stock Exchange (the
"Luxembourg Stock Exchange"); (iv) (with respect to the Global Issuer only) admitted to trading on the regulated market of Euronext Paris S.A. ("Euronext
Paris"); (v) (with respect to the Global Issuer only) admitted to trading on a regulated market of Borsa Italiana S.p.A. (the "Italian Stock Exchange"); (vi) admitted
to trading on another regulated market within the European Economic Area or (vii) 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, as amended from time to time (the "Markets in Financial
Instruments Directive"),
are hereinafter referred to as "PD Notes". PD Notes may be issued in any denomination as agreed between the relevant Issuer and the relevant Dealer(s) (as
defined herein), and any PD Notes which have a denomination of less than 100,000 (or its equivalent in any other currency) are referred to hereinafter as "Non-
Exempt PD Notes" and any PD Notes which have a denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes) are
referred to hereinafter as "Exempt PD Notes".
The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any regulated market within the European Economic Area and, where
such Notes are, in addition, issued with a minimum denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes) or
otherwise fall within an exemption from the requirement to publish a prospectus under the Prospectus Directive, such Notes are hereinafter referred to as "Exempt
Notes".
The Global Issuer and the Australian Issuer may from time to time issue PD Notes (which may be Non-Exempt PD Notes or Exempt PD Notes) and Exempt
Notes. The Americas Issuer may from time to time issue Exempt PD Notes and Exempt Notes.
The AFM has neither approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Notes.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" of this Base Prospectus.
This Base Prospectus should be read and construed in conjunction with the relevant Registration Document (as defined herein).
Arranger
ING
BASE PROSPECTUS (LEVEL 1)
Dated 28 June 2013


TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME RELATING TO NON-EXEMPT PD NOTES ......................................2
RISK FACTORS ...............................................................................................................................................25
DOCUMENTS INCORPORATED BY REFERENCE.....................................................................................52
OVERVIEW OF THE PROGRAMME.............................................................................................................54
DESCRIPTION OF THE NOTES, KEY FEATURES OF THE NOTES AND AN EXPLANATION OF
HOW THE VALUE OF THE NOTES IS AFFECTED BY THE VALUE OF THE REFERENCE
ITEM(S)....................................................................................................................................................66
CONSENT TO USE OF THIS BASE PROSPECTUS .....................................................................................97
NOMINAL AMOUNT OF THE PROGRAMME...........................................................................................102
FORM OF THE NOTES.................................................................................................................................103
DTC INFORMATION ­ REGISTERED NOTES ISSUED BY THE GLOBAL ISSUER AND THE
AMERICAS ISSUER............................................................................................................................. 111
GENERAL TERMS AND CONDITIONS OF THE NOTES .........................................................................113
TERMS AND CONDITIONS OF INFLATION LINKED NOTES................................................................186
FORM OF FINAL TERMS OF THE NOTES ................................................................................................204
ANNEX ISSUE SPECIFIC SUMMARY OF THE NOTES ...........................................................................282
USE OF PROCEEDS......................................................................................................................................334
TAXATION.....................................................................................................................................................335
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS .........................................................................385
SUBSCRIPTION AND SALE ........................................................................................................................387
ADDITIONAL AUSTRALIAN AND CANADIAN INFORMATION ..........................................................414
GENERAL INFORMATION..........................................................................................................................420
1


SUMMARY OF THE PROGRAMME RELATING TO NON-EXEMPT PD NOTES
This summary applies only to Non-Exempt PD Notes issued by ING Bank N.V. (the "Global Issuer")
and ING Bank N.V., Sydney Branch (the "Australian Issuer").
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 Notes and the Issuers. 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 Notes and the Issuers, 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
This summary must be read as an introduction to the Base Prospectus. Any decision to invest
in the Notes should be based on a consideration of the Base Prospectus as a whole, including
any documents incorporated by reference. Where a claim relating to the information contained
in the Base Prospectus is brought before a court, the plaintiff may, 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 Notes.
A.2
Consent by the
In connection with any Public Offer of Non-Exempt PD Notes, the
relevant Issuer to relevant Issuer accepts responsibility, in a Public Offer Jurisdiction, for
the use of the
the content of the Base Prospectus under Article 6 of the Prospectus
Base Prospectus
Directive in relation to any person (an "Investor") to whom an offer of
for subsequent
any Non-Exempt PD Notes is made by any financial intermediary to
resale or final
whom the relevant Issuer has given its consent to use the Base Prospectus
placement by
(an "Authorised Offeror"), where the offer is made in compliance with
financial
all conditions attached to the giving of the consent. Such consent and
intermediaries
conditions are described below under "Consent" and "Common conditions
during the offer
to consent".
period indicated,
Consent
and the
Subject to the conditions set out below under "Common conditions to
conditions
consent":
attached to such
(A) the relevant Issuer consents to the use of the Base Prospectus (as
consent
supplemented as at the relevant time, if applicable) in connection with a
Public Offer of Non-Exempt PD Notes in a Public Offer Jurisdiction by
the relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised Offeror in
the Final Terms; and
2


Element
(ii)
any financial intermediary appointed after the date of the Final
Terms and whose name is published on the relevant Issuer's website
(https://www.ingmarkets.com/en-nl/ing-markets/) and identified as an
Authorised Offeror in respect of the relevant Public Offer; and
(B) if (and only if) Part B of the Final Terms specifies "General
Consent" as "Applicable", the relevant Issuer hereby offers to grant its
consent to the use of the Base Prospectus (as supplemented as at the
relevant time, if applicable) in connection with a Public Offer of Non-
Exempt PD Notes in a Public Offer Jurisdiction by any financial
intermediary which satisfies the following conditions:
(i)
it is authorised to make such offers under the applicable legislation
implementing the Markets in Financial Instruments Directive; and
(ii)
it accepts such offer by publishing on its website a statement that it
agrees to use the Base Prospectus in accordance with the Authorised
Offeror Terms and subject to the conditions to such consent.
Common conditions to consent
The conditions to the relevant Issuer's consent are (in addition to the
conditions described in paragraph (B) above if Part B of the Final Terms
specifies "General Consent" as "Applicable") that such consent:
(a) is only valid in respect of the relevant Tranche of Non-Exempt PD
Notes;
(b) is only valid during the Offer Period specified in the Final Terms;
and
(c) only extends to the use of the Base Prospectus to make Public Offers
of the relevant Tranche of Non-Exempt PD Notes in one or more of
the Public Offer Jurisdictions, as specified in the Final Terms.
An investor intending to acquire or acquiring Notes in a Public Offer from
an Authorised Offeror other than the relevant Issuer will do so, and offers
and sales of such Notes to an investor by such Authorised Offeror will be
made, in accordance with any terms and other arrangements in place
between such Authorised Offeror and such investor, including as to price,
allocations, expenses and settlement arrangements.
Each investor must look to the relevant Authorised Offeror at the
time of any such Public Offer for the provision of information
regarding the terms and conditions of the Public Offer and the
Authorised Offeror will be solely responsible for such information.
3


Section B ­ Issuers
Element
Title
B.1
Legal and
ING Bank N.V. (the "Global Issuer")
commercial name
ING Bank N.V., Sydney Branch (the "Australian Issuer" and together with
of the Issuers
the Global Issuer, the "Issuers")
B.2
The domicile and
The Global Issuer is a public limited company (naamloze vennootschap)
legal form of the
incorporated under the laws of The Netherlands on 12 November 1927, with
Issuer, the
its corporate seat (statutaire zetel) in Amsterdam, The Netherlands.
legislation under
The Australian Issuer is the Sydney, Australia branch of the Global Issuer and
which the Issuer
is not a stand-alone or separately incorporated legal entity and does not have
operates and its
any share capital.
country of
incorporation
B.4b
A description of
The results of operations of the Global Issuer (including the Australian Issuer)
any known trends
are affected by demographics and by a variety of market conditions, including
affecting the Issuers economic cycles, banking industry cycles and fluctuations in stock markets,
and the industries
interest and foreign exchange rates.
in which they
In 2012, the external environment continued to have an impact on the Issuers
operate
as the euro sovereign debt crisis in the Eurozone maintained a challenging
economic and financial market environment for a major part of the year. This
led to international capital and money markets not functioning in the manner
they would in more normal circumstances. This had repercussions (for the
Issuers, their industry and the broader economy) especially in Europe, where
funding for governments and financial institutions continues to be difficult in
certain markets.
The operations of the Global Issuer (including the Australian Issuer) are
exposed to fluctuations in equity markets. The Issuers maintain an
internationally diversified and mainly client-related trading portfolio.
Accordingly, market downturns are 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 Issuers also maintain equity investments in their own non-trading
books. Fluctuations in equity markets may affect the value of these
investments.
The operations of the Global Issuer (including the Australian Issuer) are
exposed to fluctuations in interest rates. The Issuers' management of interest
rate sensitivity affects the results of their 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 Issuers'
assets and liabilities and the fact that interest rate changes may affect client
behaviour in a different way than assumed in the Issuers' 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 Global Issuer (including the Australian Issuer) is exposed to fluctuations
4


Element
Title
in exchange rates. The Issuers' management of exchange rate sensitivity
affects the results of their operations through the trading activities for their
own accounts and because ING Bank prepares and publishes their
consolidated financial statements in euros. Because a substantial portion of
the Issuers' income and expenses is denominated in currencies other than
euros, fluctuations in the exchange rates used to translate foreign currencies
into euros will impact their 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.5
A description of the The Global Issuer is part of ING Groep N.V. ("ING Group"). ING Group is
Issuer's group and
the holding company of a broad spectrum of companies (together called
the Issuer's position "ING") offering banking, investments, life insurance and retirement services
within the group
to meet the needs of a broad customer base. The Global Issuer is a wholly-
owned, non-listed subsidiary of ING Group and is a large international player
with an extensive global network in over 40 countries. Since 2011, the Global
Issuer has been operating as a stand-alone business under the umbrella of ING
Group.
The Australian Issuer is the Sydney, Australia branch of the Global Issuer and
is the holder of an Australian Financial Services Licence.
B.9
Profit forecast or
Not Applicable. The Global Issuer (including the Australian Issuer) has not
estimate
made any public profit forecasts or profit estimates.
B.10
Qualifications in
Not Applicable. The audit reports on the audited financial statements of the
the Auditors' report
Global Issuer (including the Australian Issuer) for the years ended 31
December 2011 and 31 December 2012 are unqualified.
B.12
Selected historical
Key Consolidated Figures ING Bank N.V.(1)
key financial
2012
2011
information/Signifi
cant or material
Balance sheet (in EUR million)(2)
adverse change
Total assets .........................................................
836,068
961,165
Total equity.........................................................
37,512
35,060
Deposits and funds borrowed(3)...........................
633,756
682,523
Loans and advances
541,546
577,569
Results (in EUR million)(4)
Total income.......................................................
16,298
17,195
Operating expenses.............................................
9,843
10,226
Additions to loan loss provisions........................
2,125
1,670
Result before tax.................................................
4,330
5,299
Taxation..............................................................
1,124
1,216
Net result (before minority interests)..................
3,206
4,083
Attributable to Shareholders of the parent ..........
3,115
4,005
Ratios (in %)
5


Element
Title
BIS ratio(5) ..........................................................
16.91
14.26
Tier-1 ratio(6).......................................................
14.35
11.69
Notes:
(1) These figures have been derived from the audited annual accounts of ING
Bank N.V. in respect of the financial years ended 31 December 2012 and
2011, respectively.
(2) At 31 December.
(3) Figures including Banks and Debt securities.
(4) For the year ended 31 December.
(5) BIS ratio = BIS capital as a percentage of Risk Weighted Assets. Note:
These Risk Weighted Assets are based on Basel II.
(6) Tier-1 ratio = Available Tier-1 capital as a percentage of Risk Weighted
Assets. Note: These Risk Weighted Assets are based on Basel II.
Significant or Material Adverse Change
At the date hereof, there has been no significant change in the financial
position of the Global Issuer (including the Australian Issuer) and its
consolidated subsidiaries and there has been no material adverse change in the
prospects of the Global Issuer (including the Australian Issuer), in each case,
since 31 December 2012, except for the announcement in the unaudited ING
Group 2013 quarterly report for the first quarter of 2013, as published by ING
Group on 8 May 2013 (page 11), that the Global Issuer (including the
Australian Issuer) plans to pay a dividend of EUR 1.5 billion to ING Group.
B.13
Recent material
Not Applicable. There are no recent events particular to the Global Issuer
events particular to (including the Australian Issuer) which are to a material extent relevant to the
the relevant Issuer's evaluation of the solvency of the Global Issuer (including the Australian
solvency
Issuer).
B.14
Dependence upon
The description of the group and the position of the Global Issuer (including
other group entities
the Australian Issuer) within the group is given under B.5 above.
Not Applicable. The Global Issuer (including the Australian Issuer) is not
dependent upon other entities within ING Group.
B.15
A description of the The Global Issuer (including the Australian Issuer) is a large international
relevant Issuer's
player in the financial services industry with an extensive global network in
principal activities
over 40 countries.
Since 1 January 2011, the Global Issuer (including the Australian Issuer) has
been operating as a stand-alone business under the umbrella of ING Group.
The Global Issuer (including the Australian Issuer) is active through the
following business lines: Retail Banking, including ING Direct, and
Commercial Banking.
B.16
Extent to which the The Global Issuer (including the Australian Issuer) is a wholly-owned, non-
relevant Issuer is
listed subsidiary of ING Groep N.V.
directly or
indirectly owned or
6


Element
Title
controlled
B.17
Credit ratings
The Global Issuer (including the Australian Issuer) has a senior debt rating
assigned to the
from Standard & Poor's Credit Market Services Europe Limited ("Standard
relevant Issuer or
& Poor's"), Moody's Investors Services Ltd. ("Moody's") and Fitch France
its debt securities
S.A.S. ("Fitch"), details of which are contained in the relevant Registration
Document. Standard & Poor's, Moody's and Fitch are established in the
European Union and are registered under 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").
Tranches of Notes to be issued under the Programme may be rated or unrated.
Where a Tranche of Notes is to be rated, such rating will not necessarily be
the same as the rating assigned to the Issuers, the Programme or Notes already
issued under the Programme.
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.
Section C ­ Securities
Element
Title
C.1
A description of the The Notes described in this summary are debt securities which may be issued
type and class of
under the 40,000,000,000 Global Issuance Programme.
securities being
The Notes will be issued in series (each, a "Series") having one or more issue
offered and/or
dates and on terms otherwise identical (or identical other than in respect of the
admitted to trading, issue date and first payment of interest), the Notes of each Series being intended
including any
to be interchangeable with all other Notes of that Series. Each Series may be
security
issued in tranches (each, a "Tranche") on the same or different issue dates. The
identification
specific terms of each Tranche will be completed in the final terms (the "Final
number
Terms").
The securities identification number for any Series of Notes will be specified in
the Final Terms and in the relevant issue specific summary annexed to such
Final Terms.
The Notes may be Fixed Rate Notes, Floating Rate Notes, Variable Interest Rate
Notes, Zero Coupon Notes, Inflation Linked Notes, Tailor-Made Interest Rate
Notes, Step-up Interest Rate Notes, Floater Interest Rate Notes, Floater with
Lock-In Interest Rate Notes, Reverse Floater Interest Rate Notes, Ratchet
Floater Interest Rate Notes, Switchable (Fixed to Floating) Interest Rate Notes,
Switchable (Floating to Fixed) Interest Rate Notes, Steepener Intererst Rate
Notes, Steepener with Lock-in Interest Rate Notes, Range Accrual(Rates)
Interest Rate Notes, Range Accrual(Spread) Interest Rate Notes, Inverse Range
Accrual Interest Rate Notes, KO Range Accrual Interest Rate Notes, Dual
Range Accrual Interest Rate Notes, Snowball Interest Rate Notes, SnowRanger
Interest Rate Notes, Barrier(Rates) Interest Rate Notes, Reference
Item(Inflation) Performance Linked Interest Notes, Reference Item(Inflation)
7


Element
Title
Indexed Interest Notes, Inflation Indexed Redemption Notes, Inflation Indexed
Redemption with Floor Notes, or a combination of the foregoing.
C.2
Currency of the
The currency of each Series of Notes issued will be agreed between the Issuers
securities issue
and the relevant Dealer (if any) at the time of issue, subject to any applicable
legal or regulatory restrictions.
The currency for any Series of Notes will be specified in the Final Terms and in
the relevant issue specific summary annexed to the Final Terms.
C.5
A description of
The Issuers and the Dealers have agreed certain customary restrictions on
any restrictions on
offers, sale and delivery of Notes and of the distribution of offering material in
the free
the United States, the European Economic Area, Australia, Austria, Brazil,
transferability of
Bulgaria, Canada, the Cayman Islands, the Czech Republic, Chile, the Dubai
the securities
International Financial Centre, Finland, France, Hong Kong, Hungary, India,
Ireland, Italy, Japan, Malaysia, Mexico, The Netherlands, the People's Republic
of China, the Republic of Korea, the Republic of the Philippines, Romania,
Russia, Singapore, Slovakia, Spain, Sweden, Switzerland, Taiwan, Turkey, the
United Arab Emirates (excluding the Dubai International Financial Centre), the
United Kingdom, Uruguay and Venezuela.
For the purposes of Regulation S, Category 2 selling restrictions shall apply.
In the case of Bearer Notes offered to non-U.S. persons and certain eligible U.S.
persons, such Notes will be issued in compliance with U.S. Treas. Reg. §1.163-
5(c)(2)(i)(D) (the "D Rules") unless (i) the Final Terms state that the Notes are
issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the "C
Rules") or (ii) the Notes are issued other than in compliance with the D Rules
or the C Rules but in circumstances in which the Notes will not constitute
"registration required obligations" for U.S. federal income tax purposes, which
circumstances will be referred to in the Final Terms as a transaction to which
TEFRA is not applicable. In the case of a distribution under Rule 144A, Notes
will be issued in registered form, as defined in U.S. Temp. Treas. Reg. §5f.103-
1(c).
C.8
A description of
Status
rights attached to
The Notes issued by the relevant Issuer will constitute direct, unconditional,
the Notes,
unsubordinated and unsecured obligations of the relevant Issuer and will rank
including ranking
pari passu among themselves and (save for certain debts required to be
and any limitations preferred by law) equally with all other unsecured obligations (other than
to those rights
subordinated obligations, if any) of the relevant Issuer from time to time
outstanding.
Claims against the Australian Issuer are subject to Section 11F of the Banking
Act 1959 of Australia which provides that if the Australian Issuer (whether in or
outside Australia) suspends payment or is unable to meet its obligations, the
assets of the Australian Issuer in Australia are to be available to meet the
Australian Issuer's liabilities in Australia in priority to all other liabilities of the
Australian Issuer. Further, under Section 86 of the Reserve Bank Act 1959 of
Australia, debts due by an ADI (including the Australian Issuer) to the Reserve
Bank of Australia shall, in a winding-up of that ADI, have priority over all other
8


Element
Title
debts.
Taxation
The Notes will not contain any provision that would oblige either of the Issuers
to gross up any amounts payable in respect of interest or principal in the event
of any withholding or deduction for or on account of taxes levied in any
jurisdiction. Each of the Issuers may also elect to redeem Notes if they would
be required, on the occasion of the next payment due in respect of the Notes, to
withhold or account for tax in respect of the Notes.
Negative pledge
The terms of the Notes do not contain a negative pledge provision.
Events of Default
The terms of the Notes contain, amongst others, the following events of default
("Events of Default"):
(a) in respect of Notes issued by the Global Issuer:
(i)
default is made for more than 30 days in the payment of interest or
principal in respect of the Notes; or
(ii)
the Global Issuer fails to perform or observe any of its other
obligations under the Notes and such failure has continued for the
period of 60 days next following the service on the relevant Issuer
of notice requiring the same to be remedied; or
(iii)
the Global Issuer is declared bankrupt (failliet verklaard) or granted
a moratorium (surseance van betaling); or
(iv)
a declaration in respect of the Global Issuer is made to apply the
emergency regulation (noodregeling) under Chapter 3, Section
3.5.5.1 of the Dutch Financial Supervision Act (Wet op het
financieel toezicht); or
(v)
an order is made or an effective resolution is passed for the
winding-up or liquidation of the Global Issuer unless this is done in
connection with a merger, consolidation or other form of
combination with another company, the terms of which merger,
consolidation or combination (A) have the effect of the emerging or
such other surviving company assuming all obligations contracted
for by the Global Issuer in connection with the Notes or (B) have
previously been approved by an Extraordinary Resolution of the
Noteholders; and
(b) in respect of Notes issued by the Australian Issuer:
(i)
default is made for more than 30 days in the payment of interest or
principal in respect of the Notes; or
(ii)
the Australian Issuer fails to perform or observe any of its other
obligations under the Notes and such failure has continued for the
period of 60 days next following the service on the Issuer of notice
9


Document Outline