Final Terms dated 29 April 2011

Transcription

1 Final Terms dated 29 April 2011 ING Belgium International Finance SA Issue of a minimum of EUR 5,000,000 6 Year Lookback Performance Notes 06/17 due June 2017 issued pursuant to a EUR 10,000,000,000 Issuance Programme The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so: (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or (ii) in those Public Offer Jurisdictions mentioned in Paragraph 35 of Part A below, provided such person is one of the persons mentioned in Paragraph 35 of Part A below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in Chapter 2, Part 1 and Chapter 3, Part 1 (B) of the Base Prospectus dated 5 July 2010 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ). This document constitutes the Final Terms applicable to the issue of Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Copies of the Base Prospectus may be obtained from the Issuer. Written or oral requests for such document should be directed to ING Belgium International Finance S.A. at 52, route d Esch, L-2965 Luxembourg, Grand Duchy of Luxembourg or to ING Belgium SA/NV, Avenue Marnixlaan 24, B-1000 Brussels, Belgium. The Final Terms and the Base Prospectus will be available for viewing on the website of the Luxembourg Stock Exchange ( GENERAL DESCRIPTION OF THE NOTES 1. Issuer ING Belgium International Finance S.A. 2. Guarantor ING Belgium SA/NV 3. Series Number: Specified Currency or Currencies: EUR 5. Aggregate Nominal Amount: Minimum EUR 5,000,000 (The Aggregate Nominal Amount will be determined by the Issuer in its sole and absolute discretion, taking the number of allocations into consideration. The Aggregate Nominal Amount shall be announced on on or about 27 May 2011). 1

2 6. Issue Price: 102 per cent. of the Aggregate Nominal Amount. 7. Offer price, offer period and application process: The subscription period for the Notes is from (and including) 2 May 2011 (9:00 CET) to (and including) 27 May 2011 (15:00 CET). The Issuer reserves the right to close the subscription period earlier. Investors may subscribe for the Notes through branches of ING Belgium SA/NV. Investors may not be allocated all of the Notes for which they apply. The offering may, at the discretion of the Issuer, be cancelled at any time prior to the Issue Date. 8. Details of minimum and maximum amount of application: 9. (i) Specified Denominations: EUR 100 (ii) Calculation Amount: 10. Issue Date and Interest Commencement Date: 7 June Maturity Date: 15 June Interest Basis: (i) For the period from and including the Interest Commencement Date to but excluding 15 June 2012: Fixed Rate (further particulars specified in paragraph 18 below); and (ii) For the period form and including 15 June 2012 to but excluding the Maturity Date: Floating Rate (further particulars specified in paragraph 19 below). 13. Redemption/Payment Basis: Redemption at par 14. Change of Interest Basis or Redemption/ Payment Basis: Applicable. The Interest Basis changes from Fixed Rate to Floating Rate on 15 June 2012 (further particulars specified in paragraphs 18 and 19 below). 15. Put/Call Options: 16. Status of the Notes: Senior 17. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 18. Fixed Rate Note Provisions: Applicable (i) Rate(s) of Interest: 5.00 per cent. per annum (ii) Interest Payment Date(s): 15 June 2012 (first long coupon) subject to adjustment in accordance with the Following Business Day Convention (as defined in Condition 3 (b) of the General Conditions). (iii) Fixed Coupon Amount(s): EUR 5.00 per Specified Denomination (iv) Broken Amount(s): (v) Day Count Fraction: (vi) Determination Date(s): 2

3 (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: None 19. Floating Rate Note Provisions: Applicable (i) Specified Period(s)/Specified Interest Payment Dates: (ii) Business Day Convention: (iii) Additional Business Centre(s): (iv) Manner in which the Rate of Interest and Interest Amount(s) is/are to be determined: Each 15 June in the period from (and including) 15 June 2013 to (and including) the Maturity Date, subject to adjustment in accordance with the Business Day Convention specified in paragraph 19 (ii) below. Each Interest Payment Date may be referred to as Interest Payment Date t, where t means the number 1, 2, 3, 4 and 5 (e.g., if t = 1, Interest Payment Date 1 means 15 June 2013). Following Business Day Convention No additional Business Centres For the period from (and including) 15 June 2012 to (but excluding) the Maturity Date, the Interest Amount per Note is determined in accordance with the following formula: Specified Denomination x MAX [ 0.01 ; i1 Return ] Where: Return i,t means MAX Share t 0.2; MIN 0.08; i 1 ; ShareiStart Share i(start) means the lowest Lookback Level of Share i on any of the Lookback Observation Dates; i, t Lookback Level means the Share Price of Share i on any relevant Lookback Observation Dates; Lookback Observation Dates means 7 June 2011, 7 July 2011, 7 August 2011 and 7 September 2011; and (v) Party responsible for calculating the Rate of Interest and Interest(s) Amount: (vi) Screen Rate Determination: (vii) ISDA Determination: (viii) Margin(s): (ix) Minimum Rate of Interest: (x) Maximum Rate of Interest: (xi) Day Count Fraction: (xii) Fall back provisions, rounding Share i(t) means the Price of Share i on the relevant Observation Date t as specified in paragraph 38 below. Calculation Agent 1.00 per cent. per annum 8.00 per cent. per annum 3

4 provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the General Conditions: None 20. Zero Coupon Note Provisions: 21. Dual Currency Interest Note Provisions: PROVISIONS RELATING TO REDEMPTION 22. Issuer Call: 23. Noteholder Put: 24. Final Redemption Amount of each Note: The Final Redemption Amount shall be an amount per Note equal to the Specified Denomination. 25. Other: (i) Early Redemption Amount of each Note payable on redemption for taxation reasons or on Issuer event of default and/or the method of calculating the same (if required or if different from that set out in Condition 5(e) of the General Conditions): (ii) Notice period (if other than as set out in the General Conditions): (iii) Other (Condition 5(k) of the General Conditions): GENERAL PROVISIONS APPLICABLE TO THE NOTES 26. Form of Notes: New Global Note: 27. Additional Financial Centre(s) or other special provisions relating to Payment Days: 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 29. Details relating to Instalment Notes: Early Redemption Amount to be equal to Fair Market Value as set out in Condition 5(e) of the General Conditions. As specified in the General Conditions. Bearer Notes: No Permanent Global Note not exchangeable for Definitive Notes For the purposes of the Notes, Payment Day means a day on which the TARGET System is open. (i) Instalment Amount(s): (ii) Instalment Date(s): 30. Other final terms: 4

5 DISTRIBUTION 31. If syndicated, names of Managers: 32. If non-syndicated, name of relevant Dealer: Applicable. The Notes are being issued (in)directly by the Issuer to investors and may from time to time be sold via one or more Dealer(s). 33. Total commission and concession: Commission of 2.00 per cent. of the Aggregate Nominal Amount. 34. Additional selling restrictions: 35. (i) Simultaneous offer: (ii) Non-exempt offer: 36. Process for notification to applicants of amount allotted and indication whether dealing may begin before notification is made: An offer of Notes may be made by ING Belgium SA/NV other than pursuant to Article 3(2) of the Prospectus Directive in Belgium ( Public Offer Jurisdiction ) during the period from 2 May 2011 (9:00 CET) until 27 May 2011 (15:00 CET) ( Offer Period ). See paragraph 7. Investors will be notified of the amount of Notes allotted to them either directly by the Issuer or through their financial intermediaries. 37. FX, BENCHMARK, FX CONVERTIBILITY EVENT, FX TRANSFERABILITY EVENT AND TAX EVENT PROVISIONS (i) FX Provisions: (ii) Benchmark Provisions: (iii) FX Convertibility Event Provisions: (iv) FX Transferability Event Provisions: (v) Tax Event Provisions: SHARE LINKED PROVISIONS 38. Automatic Early Redemption: Averaging Dates: Barrier Level: Basket: Basket means a basket composed of the following Shares: Share Issuer Shares i ISIN Code Akzo Nobel NV Bloomberg code: AKZA NA <Equity> (A) ( Share 1 ) 1 NL Allianz SE Astellas Pharma Inc AT& T Inc Bloomberg code: ALV GY <Equity> (A) ( Share 2 ) Bloomberg code: 4503 JT <Equity> (A) ( Share 3 ) Bloomberg code: T UN <Equity> (A) ( Share 4 ) 2 DE JP US00206R1023 5

6 BHP Billiton Plc Bristol-Myers Squibb Co China Mobile Ltd Cnooc Ltd The Dow Chemical Co E.ON AG Danone HSBC Holdings Plc L Oreal Muenchener Rueckversicherungs AG PepsiCo Inc Pernod-Ricard SA Suez GDF Unilever NV Vinci SA Vivendi SA Bloomberg code: BLT LN <Equity> (A) ( Share 5 ) Bloomberg code: BMY US <Equity> (A) ( Share 6 ) Bloomberg code: 941 HK <Equity> (A) ( Share 7 ) Bloomberg code: 883 HK <Equity> (A) ( Share 8 ) Bloomberg code: DOW US <Equity> (A) ( Share 9 ) Bloomberg code: EOAN GY <Equity> (A) ( Share 10 ) Bloomberg code: BN FP <Equity> (A) ( Share 11 ) Bloomberg code: HSBA LN <Equity> (A) ( Share 12 ) Bloomberg code: OR FP <Equity> (A) ( Share 13 ) Bloomberg code: MUV2 GY <Equity> (A) ( Share 14 ) Bloomberg code: PEP UN <Equity> (A) ( Share 15 ) Bloomberg code: RI FP <Equity> (A) ( Share 16 ) Bloomberg code: GSZ FP <Equity> (A) ( Share 17 ) Bloomberg code: UNA NA <Equity> (A) ( Share 18 ) Bloomberg code: DG FP <Equity> (A) ( Share 19 ) Bloomberg code: VIV FP <Equity> (A) ( Share 20 ) 5 GB US HK HK US DE FR GB FR DE US FR FR NL FR FR (A) means ordinary shares issued by the Share Issuer. 6

7 For the avoidance of doubt, Share 1, Share 2, and Share 20 may be referred to as (i) Share or (ii) Share i, where i means the number 1, 2, or 20 corresponding to the Share identified in the table above. Business Day: A day on which the TARGET System is open. Constant Monitoring: Exchange: Has the meaning given to it in Chapter 3, Part 1(B) Expiration Date: 12 June 2017 Final Share Price: Initial Share Price: Has the meaning given to it in Chapter 3, Part 1(B) Observation Date(s): 12 June 2013, 11 June 2014, 10 June 2015, 10 June 2016 and 12 June Each Observation Date may be referred to as Observation Date t, where t means the number 1, 2, 3, 4 or 5 (e.g., if t = 1, Observation Date 1 means 12 June 2013). There are 5 Observation Dates. Observation Period: Share Amount: Share Currency: Means (i) in respect of Share 1, Share 2, Share 10, Share 11, Share 13, Share 14, Share 16, Share 17, Share 18, Share 19 and Share 20, EUR, (ii) in respect of Share 4, Share 6, Share 9, and Share 15, USD, (iii) in respect of Share 3,, JPY, (iv) in respect of Share 5 and Share 12, GBP and (v) in respect of Share 7 and Share 8, the Lawful currency of China ( CNY ). Share Delivery: Share Delivery Date: Share Issuer: Has the meaning given to it in the table above. Shares: Has the meaning given to it in the table above. Strike Date: 7 June 2011 Strike Price: Valuation Time Only Applicable PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for the issue and public offer in Belgium and listing and admission to trading on the Luxembourg Stock Exchange of the Notes described herein pursuant to the EUR 10,000,000,000 Issuance Programme of ING Belgium International Finance S.A. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the import of such information. 7

8 Signed on behalf of the Issuer: By: By: Duly authorised Duly authorised 8

9 PART B - OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: The Official List of the Luxembourg Stock Exchange (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the Luxembourg Stock Exchange with effect from the Issue Date. (iii) Estimate of total expenses related to admission to trading: EUR 2, RATINGS Rating: The Issuer has not been assigned any rating. Neither the Programme nor the issue of this Tranche of Notes has been rated. The Guarantor is assigned the following short-term debt and long-term debt ratings: Standard and Poor s: A-1 / A+; Moody s: P-1 / Aa3 and Fitch: F1+ / A+. 3. NOTIFICATION The Luxembourg Authority (the Commission de Surveillance du Secteur Financier ( CSSF ) has provided the Financial Services and Markets Authority, the competent authority of Belgium, with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. Notwithstanding the foregoing, no offer of Notes to the public may be made in any Relevant Member State which requires the Issuer to undertake any action in addition to the filing of the Final Terms with the CSSF unless and until the Issuer advises such action has been taken. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save as discussed in Subscription and Sale in Chapter 1 of the Base Prospectus in respect of any appointed Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: See Use of Proceeds wording in Chapter 1 of the Base Prospectus. (ii) Estimated net proceeds: (iii) Estimated total expenses: The net proceeds of the offer will be equal to the aggregate nominal amount of the issue times the Issue Price less any commissions, fees and costs and expenses. The costs and expenses of the offer amount to approximately EUR 4,600 9

10 6. YIELD Indication of yield: Maximum 6.92 per cent. per annum and minimum 1.33 per cent. per annum. The yield is calculated at the Issue Date on the basis of the Issue Price. 7. INFORMATION CONCERNING THE UNDERLYING The return on the Notes is linked to the performance of the underlying Shares. The prices of the Shares may go down as well as up throughout the life of the Notes. Fluctuations in the prices of the Shares will affect the value of the Notes. Information and details of the past and further performance of the underlying Shares and their volatility can be obtained from the website of the Share Issuer: Information regarding Akzo Nobel NV can be obtained from: Information regarding Allianz SE can be obtained from: Information regarding Astellas Pharma Inc can be obtained from: Information regarding AT&T Inc can be obtained from: Information regarding BHP Billiton plc can be obtained from: Information regarding Bristol-Myers Squibb Co can be obtained from: Information regarding China Mobile ltd can be obtained from: Information regarding Cnooc Ltd can be obtained from: Information regarding The Dow Chemical Co can be obtained from: Information regarding E.ON AG can be obtained from: Information regarding Danone can be obtained from: Information regarding HSBC Holdings plc can be obtained from: Information regarding L Oréal can be obtained from: Information regarding Muenchener Rueckversicherungs AG can be obtained from: Information regarding Pepsico Inc can be obtained from: Information regarding Pernod-Ricard SA can be obtained from: Information regarding Suez GDF can be obtained from: Information regarding Unilever NV can be obtained from: Information regarding Vinci SA can be obtained from: Information regarding Vivendi SA can be obtained from: 8. RESULTS OF THE OFFER Results of the offer will be published by the Issuer on the website upon closing of the subscription period (which is expected to be 27 May 2011, although the Issuer reserves the right to close the subscription period earlier). 9. POST-ISSUANCE INFORMATION Post-issuance information in relation to the Notes will be made available on There is no assurance that the Issuer will continue to provide such information for the life of the Notes. 10

11 10. OPERATIONAL INFORMATION (i) Intended to be held in a manner which No would allow Eurosystem eligibility: (ii) ISIN CODE: XS (iii) Common Code: (iv) Other relevant code: (v) Clearing system(s): (vi) Delivery (vii) Names and addresses of additional Paying Agent(s) (if any): (viii) Name and address of Calculation Agent: Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme Delivery against payment ING Belgium SA/NV, 24 avenue Marnixlaan, B-1000 Brussels 11