ING Bank NV (NL) EUR 25mio Express Certificate linked to ENEL IM due

Transcription

1 ING Bank NV (NL) EUR 25mio Express Certificate linked to ENEL IM due Product Description The certificate will be automatically redeemed early if on an Observation Date the closing price of the Underlying Share is equal to or higher than its Strike Price. A coupon of 2.85% is paid semi-annually in arrears, provided that on an Observation date the closing price of the Underlying Share is at or above its Coupon Barrier. The certificate has a Memory feature. At maturity, the certificate will be redeemed (i) at 100% if the closing price of the Underlying Share is not below Knock-in Barrier, or (ii) at a percentage of their par value that takes the return of the Underlying Share into account. The principal is not protected. Contact Amsterdam Brussels Frankfurt Hong Kong Luxembourg New York Singapore derivatives.sales@ing.be Part A Contractual Terms Programme: 40,000,000,000 Global Issuance Programme Prospectus: (i) Base Prospectus for the issuance of Medium Term Notes and Inflation Linked Notes; and (ii) Base Prospectus for the issuance of Share Linked Notes and Participation Notes each a Base Prospectus and together the Prospectus, each as updated and/or supplemented from time to time. Documentation Final Terms under the Prospectus. This term sheet should be read in conjunction with the Final Terms and Prospectus. General Description of the Notes Issuer ING Bank N.V. (Moody s A2 / S&P A NEG / Fitch A+ NEG) 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. Guarantor Series n 6844 Specified Currency or Currencies Nominal Amount EUR Maximum of 250,000 certificates with maximum nominal of 25,000,000 Eur Notional will be hedged in tranches 5,000,000 Eur has been hedged at 4.00% distribution fee (4 Eur per certificate) In any case the distribution fee cannot be higher than Eur 4 and the maximum amount distributed may not be higher than the maximum number of Certificates Page 1

2 Issue Price Re Offer Price 100 EUR 96 EUR Specified Denomination EUR 100 Calculation Amount (CA) EUR 100 Issue Date (for settlement purposes) Settlement Date Maturity Date Provisions relating to Interest payable Provisions relating to redemption 25-Jun Jun Jun-2020 Memory Interest Note Provisions Express Note Provisions Provisions relating to interest (if any) payable Memory Interest Note Provisions The Rate of Interest in respect of each Interest Period(t) ending on, but excluding, an Interest Payment Date ( Interest Payment Date(t) ) shall be the relevant Rate of Interest (the Rate of Interest(t) ), calculated in accordance with the following formula: If t = 1, and: (1) if the Observation of the Share Price(t) meets the Coupon Barrier Criterion with respect to the Coupon Barrier(t): Rate of Interest(1) (2) if the Observation of the Share Price(t) does not meet the Coupon Barrier Criterion with respect to the Coupon Barrier(t): 0% If t is greater than 1, and: (1) if the Observation of the Share Price(t) meets the Coupon Barrier Criterion with respect to the Coupon Barrier(t): Memory x t - t 1 i=1 Rate of Interest(i) (2) if the Observation of the Share Price(t) does not meet the Coupon Barrier Criterion with respect to the Coupon Barrier(t): 0% Rate of Interest means the actual Rate of Interest payable in respect of any Interest Payment Date, and i is an ascending series of unique positive integers starting from and including 1 (one) up to and including t-1, each denoting one Interest Payment Date in Page 2

3 chronological order. Observation Share Price(t) means, in respect of the Underlying Share and an Interest Payment Date(t), the share price at the Specified Time on the relevant Coupon Observation Date(t). Additional Business Centre(s): Asian-in: Basket Level Determination: Business Day Convention: Coupon Barrier Criterion: TARGET, Milan Following Business Day Convention (Unadjusted) Excess/Equal Coupon Barrier Schedule: Interest Period(t) (ending on (but excluding) Interest Payment Date(t)) Coupon Barrier(t) t = 1 to 10 70% of the Initial Share Price Coupon Observation Date Schedule Interest Period(t) (ending on (but excluding) Interest Payment Date(t)) Coupon Observation Date(t) t = 1 t = 2 t = 3 t = 4 t = 5 t = 6 t = 7 t = 8 t = 9 t = 10 Day Count Fraction: 1/1 Interest Payment Dates: 29-Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Jun-2020 Page 3

4 31-Dec Jun Dec Jun-2020 Lookback-in: Memory: 2.85% Party responsible for calculating the Rate of Interest and Interest(s) Amount: Specified Time Calculation Agent Constant Monitoring Valuation Time Only Rate of Interest(1): 2.85% Strike Date 24-Jun-2015 Provisions relating to redemption Final Redemption Amount of each Note: The Final Redemption Amount per Note shall be an amount in the Specified Currency calculated by the Calculation Agent in accordance with the following formula: IF in respect of the Underlying Share no Event has occurred: CA CA Factor 100% IF in respect of the Underlying Share a Event has occurred, and: 1. if in respect of the Underlying Share the Final Share Price meets the Strike Price Criterion: CA CA Factor 100% Page 4

5 2. if in respect of the Underlying Share the Final Share Price does not meet the Strike Price Criterion: CA CA Factor [100% +Leverage Put Performance] Performance means the Performance of the Underlying Share Performance of the Underlying Share means, in respect of the Underlying Share, the value determined in accordance with the following formula: Final Share Price Strike Price [ ] 100% Initial Share Price Initial Share Price means, in respect of the Underlying Share, the price determined as follows: the Share Price at the Valuation Time on the Strike Date. Strike Price means, in respect of the Underlying Share, the product of (A) the Strike Price Percentage and (B) the Initial Share Price. Final Share Price means, in respect of the Underlying Share, the Share Price of such share at the Valuation Time on the Valuation Date, as calculated and published by the Stock Exchange. CA Factor means 1 Asian-in Strike Price Criterion Business Day Leverage Put 100% Lookback-in Specified Time Provisions Excess/Equal TARGET & Milan Constant Monitoring Valuation Time Only applicable to the Basket or to each Share: Event: Event Determination Day: Redemption Share Less than Valuation Date Page 5

6 Strike Date Strike Price Percentage 100% Valuation Date Barrier(Knock-in): Redemption Barrier(Knock-in) Percentage: Observation: Observation Period Start Date: Observation Period Start End: 24-Jun Jun % of the Initial Share Price Final Monitoring Provisions relating to the underlying indices or basket of indices Redemption Redemption Amount(t): Automatic EarlyRedemption Dates: CA x CA Factor x 100% 29-Dec Jun Dec Jun Dec Jun Dec Jun Dec-2019 Redemption Event: The Share Price(t) is higher than or equal to the Initial Share Price Redemption Observation Period Start Date: Redemption Observation Period Start Date: Page 6

7 Redemption Price(t): Redemption Valuation Date(t): 21-Dec Jun Dec Jun Dec Jun Dec Jun Dec-2019 Redemption Schedule: Underlying Share ISIN code Share Issuer Bloomberg Code Currency Strike Price 70% Strike Price IT ENEL SpA ENEL IM <EQUITY> EUR [.] [.] General Provisions applicable to the notes Form of Notes Additional Financial Centre(s) or other special provisions relating to Payment Days: Bearer Notes TARGET & Milan Part B Other Information Listing Listing: Application will be made for listing on the Italian Stock Exchange SeDex, alternatively on EuroTLX Milan. Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on SeDex (managed by Borsa Italiana) or on the Multilateral Trading Facility EuroTLX (managed by EuroTLX SIM S.p.A.) within 30 calendar days from the Issue Date. The admission to trading of the Certificates should be expected within 90 calendar days from the Issue Date. However, Investors should note that the Issuer cannot give any such assurance that such trading admission will be successful and that the Certificates will be admitted to trading. Ratings Ratings: Post-issuance information The Notes will not be rated Page 7

8 Operational information Distribution ISIN Code: Common Code: Pricing Method: Other relevant code: Delivery: Calculation Agent: Method of distribution: Relevant Dealer: Total commission and concession: Post-issuance information in relation to the Notes will be made available on the above website. XS Dirty AE5312 Delivery against payment. The certificate will be centralized on Euroclear and additionally may be cleared also through the bridge account of Monte Titoli S.p.A. Request for Monte Titoli S.p.A. settlement has to be done by the Distributor before the Issue Date. The delivery of Notes shall be made to the Issuer s account number with Euroclear (ING Bank NV). ING Bank N.V. Non-syndicated No underwriting by any Dealer(s) The Lead Manager agrees to offer the Certificate in Italy through the Distributor at the Issue Price per certificate. In connection with the offer there is an embedded Distribution Fee as of the trade date equal to EUR 4 per certificate (4.00 per cent of the issue amount effectively placed). Maximum distribution fee is equal to EUR 4 (4.0 per cent of the issue amount effectively placed). Non-Exempt Offer: (i) Initial Authorised Offerors: Issuer and Deutsche Bank S.p.A.. (ii) Public Offer Jurisdiction: Italy (iii) Offer Period: 12 May 2015(TBC) 22 June 2015 Additional Information Approval date of the Base Prospectus (GIP Index Prospectus Level 2) Approval date of the last supplement Lead Manager: ( Responsabile del Collocamento ) Arranger Admission to trading Status 3-July Feb-2015 ING Bank N.V. ING Markets Specialist bid-offer Unsecured / Senior Page 8

9 Offer Price in Italy (unbundling of the offer price) As of the 23 April 2015 the offer price for the certificates may be determined as follows: Subscription Price : 100 Eur (equal to 100%) Value of the derivative component: % Value of the option put down&in sold: % Distribution fees: 4.00% Structuring fees: 0.50% The above values are calculated on 23 April 2015 using a Montecarlo Simulation and with an average implied volatility of 25.60% Expected bid price for certificates soon after the close of subscription Agent & Common Depository EUSIPA Purpose Governing law/jurisdiction Risk Factors Definitions Liquidity Provider On screen quotation for secondary market Eur 95 (equal to 95.00%), calculated taking into account 1.00% bid-offer spread and assuming no change in market conditions. This price has been calculated on 23 April 2015 The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom Express Certificates Investment English law The competent Courts of England As set out in the Prospectus Capitalised terms used in this term sheet and not otherwise defined shall have the meaning given to them in the Prospectus ING Markets Indicative bid and ask prices will be dispatched with a spread of approximately 1% under normal market circumstances. Reuters (INGED) and Telekurs Page 9

10 IMPORTANT INFORMATION Disclaimer The description of the securities in this term sheet is indicative, subject to change, and has been prepared for information purposes only. The term sheet does not purport to be complete nor to inform you of any 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. ING Bank N.V. or any of its affiliates and each of their representatives, directors, officers, employees and agents (together ING ) makes no representation or warranty relating to the accuracy or completeness of the information herein. This term sheet 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. Accordingly, ING assumes no responsibility for the contents of this term sheet or for any written or oral communications in connection with it (or any prospective transaction) and ING accepts no liability for any direct, indirect or consequential loss or expense which you may incur as a result of acting or omitting to act in reliance on this term sheet. If a transaction is entered into, its terms will be found entirely in the final documentation for such transaction and this term sheet may not be used to construe such terms. The contents of this term sheet have not been reviewed by any regulatory authority in the countries in which it is distributed. ING is solely an arm s length contractual counterparty. It is not acting as your adviser, agent or fiduciary and neither this term sheet 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 term sheet or any prospective transaction. An investment in the securities involves a high degree of risk. This term sheet does not purport to identify any or all of the risks (direct or indirect) or other material considerations, which may be associated with 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 term sheet 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 term sheet 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 indicative term sheet 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. Page 10

11 SELLING RESTRICTIONS General By accepting delivery of this term sheet, each recipient of this term sheet represents and agrees (to the best of its knowledge and belief) to comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers securities described in this term sheet or in which it possesses or distributes any offering material relating to such securities and will obtain any consent, approval or permission required for the purchase, offer, sale or delivery by it of the securities under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and ING shall have no responsibility in respect thereof. 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. With regard to the securities described herein each recipient of this term sheet is required to comply with such other or additional restrictions as ING and such recipient shall agree and as shall be set out in the final documentation for the transaction 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. United Kingdom selling restriction Each recipient of this term sheet represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any securities issued by ING in circumstances in which Section 21(1) of the FSMA does not apply to the ING; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any securities issued by ING in, from or otherwise involving the United Kingdom. Switzerland selling restriction The Notes do not represent units in collective investment schemes. Accordingly, they have not been registered with the Swiss Federal Market Supervisory Authority (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. European Economic Area selling restriction By accepting delivery of this term sheet, each recipient represents and agrees that, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ) it has not made and will not make an offer of the securities described herein to the public other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (an Exempt Offer ) except that, with effect from and including the Relevant Implementation Date, an offer of those securities may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a Non-exempt Offer ) during such period as specified in the final documentation of those securities and provided that it is specifically authorised in writing by ING for such purpose. For the purposes of this disclaimer, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and inc7ludes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. Page 11