5Y EUR ING Capped Floored Floater Note

Transcription

1 5Y EUR ING Capped Floored Floater Note ING Bank NV (NL) maximum EUR 0.48m Capital Protection with Coupon Note due Important Notice The Notes do not represent a participation in any collective investment scheme pursuant to Art. 7 and following of the CISA and thus do not require an authorisation of the Swiss Financial Market Supervisory Authority ( FINMA ). Therefore, investors in the Notes are not eligible for the specific investor protection under the CISA. Product Description The Note pays a quarterly coupon of 0.75% p.a. if Euribor 3M (the Interest Rate ) at the relevant observation date is below 0.75% p.a. Otherwise, the Note pays a coupon equal to the Interest Rate (p.a.), with a maximum of 4.00% p.a. The Note is principal protected at maturity. Terms and Conditions Issuer / Rating Issuer s Registered Office Issuer s Supervision Guarantor Programme ING Bank N.V. (Moody s A2 / S&P A / Fitch A+) Bijlmerplein 888, NL 1102 MG Amsterdam ING Bank N.V. reports to the Dutch Central Bank (De Nederlandsche Bank - DNB) and is regulated by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten - AFM) in the Netherlands Not Applicable 2,000,000,000 German Note Programme Documentation - The Base Prospectus incorporating by reference the ING Bank s Registration Document (the Registration Document ) (each of the Base Prospectus and the Registration Document as updated and/or supplemented from time to time); - Final Terms under the Base Prospectus, together, the Prospectus ; - This document that serves as and fulfils the requirements of a final simplified prospectus (the Simplified Prospectus ) in accordance with Article 5 of the Federal Act on Collective Investment Schemes (CISA). The Simplified Prospectus together with the Prospectus shall form the documentation for these Notes. The Notes may be offered and sold to Non-Qualified Investors (within the meaning of CISA) in Switzerland only on the basis of the Simplified Prospectus together with the Prospectus. Detailed information on the terms and conditions of the Notes can be found in the Prospectus (and more specifically in the section Description of the Notes of the Base Prospectus). The Simplified Prospectus and the Prospectus may be obtained freely and directly from ING Bank N.V. at Foppingadreef 7, 1102 BD Amsterdam, The Netherlands. Calculation Agent ING Bank N.V. Arranger ING Markets Principal Paying Agent & BNP Paribas Securities Services, Europa-Allee 12, Frankfurt am Main, Germany Common Depository Issue Date 30 January 2014 Maturity Date 30 January 2019 Trade Date Page 1

2 Strike Date Not Applicable Expiration Date Not Applicable Series n 0019 Purpose EUSIPA Investment 1140 Capital Protection with Coupons Security Codes ISIN: DE000A1ZBPW3 WKN: A1ZBPW Valoren: CH Dutch Code: Not Applicable Initial Settlement Delivery versus payment. KV 7259 through Clearstream Banking AG. Specified Currency EUR Aggregate Nominal Amount 480,000 Specified Denomination 1,000 (principal amount per Note) Minimum Investment 1,000 Issue Price 100% Distribution Non-Qualified Investors in Switzerland; public offer in Germany, Austria and Luxemburg. Open Subscription Date As from the date of the provisional Simplified Prospectus in Switzerland; as from 03 January 2014 in Germany, Austria and Luxemburg. Close Subscription Date Listing Not Applicable Type of Notes Business Days TARGET Business Day Convention Modified Following Day Count Fraction 30/360, unadjusted Product Specific Conditions Interest Rate 3-months EURIBOR (Bloomberg: EUR003M Index); the rate for deposits in EUR for a period of 3 months which appears on the Reuters page EURIBOR at 11:00AM (Brussels time) Coupon Observation Date(t) The second TARGET Business Day before the start of the relevant Interest Period (fixing in advance). Interest Period The period from (and including) a Coupon Payment Date(t) (or the Issue Date for the first Interest Period) to (but excluding) the next (or the first) Coupon Payment Date(t). Coupon Final Redemption Amount at Maturity Date IF Interest Rate < 0.75% on the relevant Coupon Observation Date(t) THEN Coupon = 0.75% ELSE Coupon = Min [4.00% ; Interest Rate] All coupon rates are expressed on an annual basis Each Note will be redeemed at 100% of its Specified Denomination. Coupon Payment Date(t) From t=1 to 20, each 30th of April, July, October and January, from and including 30 April 2014 to and including Maturity date. Page 2

3 Additional Information Quanto Pricing Method Governing law/jurisdiction Definitions Secondary market Bloomberg Reuters Internet Form of the Notes Tax Information No Clean (price without accrued interest) German Law - The competent Courts of the Federal Republic of Germany Capitalised terms used in this Simplified Prospectus and not otherwise defined shall have the meaning given to them in the applicable Documentation. The Issuer intends, under normal market conditions, to provide on request bid and/or offer prices for this Note. However, the Issuer makes no firm commitment to provide liquidity by means of bid and/or offer prices for this Note, and assumes no legal obligation to quote any such prices or with respect to the level or determination of such prices. IBEP <Go> INGED Issuance and Post-issuance information in relation to the Notes, such as non-contractually agreed unforeseen changes on the terms of the Notes which occur during its term, will be made available on the above website. Temporary Global Notes exchangeable for a Permanent Global Note not exchangeable for Definitive Notes. The comments on the Swiss taxation and on the Telekurs classification are of a general nature and given for information purposes only. They are not intended to be legal or tax advice. The tax information only provides a general overview of the potential tax consequences linked to this product at the time of issue. Tax laws and tax doctrine may change, possibly with retroactive effect. Potential investors are advised to consult their tax advisors to determine the special tax consequences of the purchase, ownership or disposition of these Notes. Swiss Federal Income Tax This Note is classified for Swiss tax purposes as a non- Swiss bond without predominantly one-time interest Payment ( non-iup ). As a result, the coupon payments generated by the Note are taxable income at payment date for Swiss resident individual investors. Any gain on the disposal of the Note is tax-free for Swiss resident individual investors holding the Note for private investment purposes. A capital loss is not tax-deductible. Swiss Withholding Tax The product is not subject to the Swiss withholding tax. EU Savings Tax In scope (Telekurs Classification TK1). Swiss Federal Stamp Duty Bilateral Agreements Switzerland UK and Austria Primary market transactions (at issuance) are not subject to Swiss stamp duty. Secondary market transaction may be subject to Swiss stamp duty. For paying agents in Switzerland, the Notes are subject to the bilateral agreement on cooperation in the area of taxation of Switzerland with the United Kingdom or with Austria if they are held directly or indirectly by a relevant person resident in the United Kingdom or in Austria. Page 3

4 Fees Additional Costs to be borne by Noteholders during the term of the Notes The Distributor in Switzerland will acquire the Notes from ING Bank N.V., a dealer under the Programme, at a discount to the Issue Price (such discount may be considered as a distribution fee) or at the Issue Price. If the Distributor acquires the Notes at the Issue Price, ING Bank N.V. will pay to the Distributor a distribution fee (available upon request). More information is available for investors in the Final Terms to be dated on the Issue Date. All expenses including any applicable depositary charges, transaction or exercise charges, stamp duty reserve tax and/or other taxes, will be borne by the Noteholders. Each subscriber shall make his own enquiries with his financial intermediaries on those costs. No additional fee will be charged by the Issuer. Prospects of Profits and Losses The total yield of the Note depends on the level of the Interest Rate. As past level is no guarantee of future development, the level of the Interest Rate cannot be predicted at the time of the investment decision. There is a Cap of 4% p.a. on the Coupon which shall not be less than 0.75% p.a. In the event of payment default or insolvency of the Issuer, the investors might not receive the amounts to which they would have been entitled and could lose the capital invested. Calculation examples of the Coupon Scenario 1 If Interest Rate = 0.45% p.a. on the relevant Coupon Observation Date(t), the investor will receive a quarterly Coupon of 0.75% p.a. of the Specified Denomination on the relevant Coupon Payment Date(t). Scenario 2 If Interest Rate = 1.37% p.a. on the relevant Coupon Observation Date(t), the investor will receive a quarterly Coupon of 1.37% p.a. of the Specified Denomination on the relevant Coupon Payment Date(t). Scenario 3 If Interest Rate = 2.25% p.a. on the relevant Coupon Observation Date(t), the investor will receive a quarterly Coupon of 2.25% p.a. of the Specified Denomination on the relevant Coupon Payment Date(t). The above scenarios are purely hypothetical and serve solely to provide potential investors with information on the way the Coupon is fixed, based on these 3 different scenarios. No guarantee can be given on the effective occurrence of such scenarios in the future. Furthermore, the scenarios described above do not take into account the bankruptcy or payment default by the Issuer, and are prior to the deduction of any tax. Page 4

5 Specific risk factors related to an investment in the Notes The following is a non-exhaustive list of risks that may be associated with an investment in the Notes and should be considered carefully by the recipient of this document, in conjunction with such recipient s independent advisors. The determination of whether the Note is a suitable investment for the recipient is a matter of the sole responsibility of the recipient of this document. Prospective investors should carefully consider the section Risk Factors in the Prospectus for more details regarding risks relating to the Issuer and the Notes. Risk factors specifically relating to the Notes Limited Liquidity and Restrictions on Transfer In certain circumstances the value paid to Noteholders on redemption may be less than their original investment and may in certain circumstances, such as insolvency of the Issuer, be zero (see Specific Risk Factors relating to the Issuer ). Investors should have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of investing in the Notes. Evolution of the interest rates The Coupon paid on the relevant Coupon Payment Date(t) is equal to the Interest Rate on the relevant Coupon Observation Date(t), with a floor at 0.75% p.a. and a cap of 4 % p.a. An increase in short-term interest rate (Euribor 3M) has a positive impact on the value of the Notes; a decrease in short-term interest rate (Euribor 3M) has a negative impact on the value of the Notes. An increase in the long-term interest rates has a negative impact on the value of the Notes; a decrease of the long-term interest rates has a positive influence on the value of the Notes. Early Redemption The Notes may redeem prior to their Maturity Date due to certain events set forth in the conditions applicable to the Notes, which such events may include, for example, taxation events or an event of default in respect of the Issuer of the Notes. The Issuer may elect to redeem the Notes early if it is obliged to deduct or withhold any amounts for taxation reasons. In such case, investors will receive from the Issuer the par value of the Notes plus accrued interest. In case of default of the Issuer, holders of the Notes are entitled to early redemption of the Notes at the par value plus accrued interest. However, it is likely that, under such circumstances, the holders of the Notes will receive less than the par value of the Notes plus any interest payable in respect of the Notes. Taxation Each investor in the Notes will assume and be solely responsible for any and all taxes of any jurisdiction or governmental or regulatory authority including, without limitation, any state or local taxes or other similar assessment or charges that may be applicable to any payment to such holder in respect of the Notes. In the event that any withholding tax or deduction for tax is imposed on payments of coupons on the Notes by the Issuer to the holder of the Notes, it should be understood that such holder may not be entitled to receive amounts to compensate for such withholding tax and it may be the case, in accordance with the conditions applicable to the Notes, that no event of default will occur in respect of the Notes as a result of such withholding or deduction. There may not be any market for the Notes and, as a result, a purchaser must be prepared to hold such Notes for an indefinite period of time or until the maturity thereof. It is unlikely that an active secondary market for the Notes will develop and purchasers of the Notes may find it difficult or uneconomic to liquidate their investment at any particular time. The Notes may be subject to certain transfer restrictions and may only be transferable to certain transferees and in limited circumstances. Such transfer restrictions may further limit the liquidity of the Notes. If an investor sells the Notes on the secondary market, he may receive less than the Issue Price of the Notes. Page 5

6 Currency Unpredictable factors Further information Specific Risk Factors relating to the Issuer Contact in Switzerland Additional Information The Notes are denominated in Euro. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency other than Euro. The investment is therefore exposed to currency fluctuations and may increase or decrease in value. Many factors, most of which are beyond the Issuer s control such as fluctuations of interest rates, will influence the market value of the Notes. For more details of general Risk Factors relating to the Issuer and the Notes, see the sections Risk Factors of the Registration Document and of the Base Prospectus. The risk related to the Issuer is borne by the investors. The price of the Notes does not depend only of the Interest Rate, but also of the creditworthiness of the Issuer, which may vary during the life of the Notes. The Issuer has a senior debt rating from Standard & Poor s Credit Market Services Europe Limited ( Standard & Poor s ) of A+ (negative outlook), a senior debt rating from Moody s France SAS ( Moody s ) of A2 (negative outlook) and a senior debt rating from Fitch Ratings Ltd. ( Fitch ) of A+ (negative outlook). A credit rating is not a recommendation to buy, sell or hold Notes. 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. Over the course of the past years, the Issuer has from time to time been subject to its ratings being lowered. Rating notices can be viewed on the following website: ing.com/our-company/investorrelations/ratings.htm. For more details of general Risk Factors affecting the Issuer, see the sections Risk Factors of the Registration Document and of the Base Prospectus ING Belgium, Brussels, Geneva Branch, rue Jean-Petitot 6, CH-1204 Geneva, Switzerland, Tél.: +41 (0) , where the Simplified Prospectus can be obtained free of charge. An electronic version of the Simplified Prospectus and an electronic version of the Prospectus are also posted on the website The Notes may be offered or sold to Non-Qualified Investors in Switzerland. The Issuer reserves the right not to issue the Notes described therein in its sole and absolute discretion. ING Bank makes no representation and has given the investor no advice concerning the appropriate accounting treatment or possible tax consequences of this indicative transaction. Each holder of these Notes shall assume and be responsible for all taxes of any jurisdiction and should consult its own tax advisor in this regard. Page 6

7 IMPORTANT INFORMATION Disclaimer This Simplified Prospectus has been prepared for information purposes only. The Simplified Prospectus does not purport to be complete nor to inform you of all possible risks associated with the securities set out herein. Reference is made to the description of the risk factors set out in the applicable prospectus. This Simplified Prospectus is not and should not be interpreted or construed as an offer, invitation to offer, solicitation, request or recommendation to subscribe for, any advice or recommendation to conclude, any transaction. If a transaction is entered into, its terms will be found entirely in the Prospectus consisting of the Base Prospectus and the Final Terms relating to the Notes and this Simplified Prospectus may not be used to construe such terms. The contents of this Simplified Prospectus have not been reviewed by any regulatory authority in the countries in which it is distributed. In case of discrepancy or inconsistency between this Simplified Prospectus, on one hand, and the Prospectus, on the other hand, the Prospectus shall prevail. ING is solely an arm s length contractual counterparty. It is not acting as your adviser, agent or fiduciary and neither this Simplified Prospectus nor any communications from ING should be treated as constituting financial, investment, legal, tax or other advice of any kind, or as a recommendation to enter into any transaction. No employee or agent of ING has authority to give any advice or (except as expressly set out in the final documentation for any transaction) make any representations on its behalf in connection with this Simplified Prospectus or any prospective transaction. An investment in the securities involves a high degree of risk. This Simplified Prospectus does not purport to identify all of the risks (direct or indirect) or material considerations an individual investor may face in entering into a transaction. Prior to entering into a transaction, you should consult your own professional advisor or undertake an independent review of the specific risks associated with the securities and any legal, credit, tax, regulatory and accounting implications of the transaction referred to in this Simplified Prospectus to determine the suitability and appropriateness of any transaction in the light of your investment objectives, financial situation and particular needs. ING may have material interests that conflict with your interests. For example, ING may be dealing as a principal in any securities referred to in this Simplified Prospectus and may hold a long or short position in connection with such dealing or may make a market in the securities described herein. ING may also be providing services to other persons in connection with these securities, may be acting as an underwriter in respect thereof and/or may be acting as financial adviser or lending banker and/or may provide other banking services to the issuer of the securities. In connection with these activities, ING may hold material information but will be under no obligation to take such information into account or make it available to any person. This Simplified Prospectus is intended for use by the original recipient only and may not be reproduced, redistributed or passed on to any other person or published, in whole or in part, for any purpose, other than in compliance with the applicable securities laws and regulations. Page 7

8 Selling restrictions General Save as set out below and specifically described in the final documentation for the transaction, ING does not represent that securities described herein may at any time lawfully be purchased, offered, sold or delivered in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such purchase, offer, sale or delivery. Distributors may only distribute the Securities described therein in accordance with all applicable laws and regulations. US selling restriction The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act) except in certain transactions exempt from the registration requirements of the Securities Act. European Economic Area selling restriction The securities may not be offered to the public in a Member State of the European Economic Area, except in reliance on an exemption from the requirement to publish a prospectus pursuant to Article 3(2) of the Prospectus Directive (2003/71/EC, as amended) and any implementing measures. Singapore This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Notes may not be circulated or distributed, nor may Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. Hong Kong By accepting delivery of this document, each recipient of this document represents and agrees that it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any securities described herein other than (a) to Page 8

9 professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. By accepting delivery of this document, each recipient of this document represents and agrees it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes described herein, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to such securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Page 9