Form 8-A12B - Registration of securities [Section 12(b)]
12 September 2023 - 12:06AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ING Groep
N.V.
(Exact Name of Registrant as Specified in Its Charter)
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The Netherlands |
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Not Applicable |
(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification no.) |
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Bijlmerdreef 106
1102 CT Amsterdam The
Netherlands |
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Not Applicable |
(Address of Principal Executive Offices) |
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(Zip Code) |
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: ☒ |
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following
box: ☐ |
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Securities Act registration statement file number to which this form relates: |
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333-266516 |
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(If applicable) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered |
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Name of Each Exchange on Which
Each Class is to be Registered |
$1,250,000,000 6.083% Callable Fixed-to-Floating Rate Senior Notes due 2027 |
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New York Stock Exchange |
$1,250,000,000 6.114% Callable Fixed-to-Floating Rate Senior Notes due 2034 |
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New York Stock Exchange |
$500,000,000 Callable Floating Rate Senior Notes due 2027 |
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New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. |
Description of Registrants Securities to be Registered |
The titles of each class of securities to be registered hereby are: (i) 6.083% Callable
Fixed-to-Floating Rate Senior Notes due 2027 (the 2027 Notes), (ii) 6.114% Callable Fixed-to-Floating Rate Senior Notes due 2034 (the 2034 Notes and, together with the 2027 Notes, the
Fixed-to-Floating Rate Notes) and (iii) Callable Floating Rate Senior Notes due 2027 (the Floating Rate Notes and, together with the Fixed-to-Floating Rate Notes, the Securities). The description of the Securities is incorporated by reference to the description that appears under the caption
Description of Debt Securities in the Prospectus, dated as of August 19, 2022, included within the Registrants registration statement on Form F-3 (File
No. 333-266516) (the F-3), as supplemented by the information under the caption Description of Notes in the prospectus supplement dated
September 5, 2023 and filed pursuant to Rule 424(b), under the Securities Act of 1933, as amended (the Act). Any form of the prospectus or the prospectus supplement that includes such description that is subsequently filed by the
Registrant as part of an amendment to the F-3 or otherwise pursuant to Rule 424(b) under the Securities Act is hereby incorporated by reference into this Registration Statement and deemed to be a part hereof.
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1. |
Indenture, dated as of March 29, 2017, between the Company and The Bank of New York Mellon, London Branch,
as trustee (the Trustee) (incorporated by reference from Exhibit 4.1 to the Registrants report on Form 6-K filed with the Commission on March 29, 2017). |
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2. |
The Fourth Supplemental Indenture, dated as of April 1, 2021 between the Company and the Trustee
(incorporated by reference from Exhibit 4.1 to the Registrants report on Form 6-K filed with the Commission on April 1, 2021). |
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3. |
The Sixth Supplemental Indenture, dated as of September 11, 2023 between the Company and the Trustee
(incorporated by reference from Exhibit 4.1 to the Registrants report on Form 6-K filed with the Commission on September 11, 2023). |
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4. |
Form of 6.083% Senior Notes due 2027 (incorporated by reference from Exhibit 4.1 to the Registrants
report on Form 6-K filed with the Commission on September 11, 2023). |
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5. |
Form of 6.114% Senior Notes due 2034 (incorporated by reference from Exhibit 4.1 to the Registrants
report on Form 6-K filed with the Commission on September 11, 2023). |
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6. |
Form of Floating Rate Senior Notes due 2027 (incorporated by reference from Exhibit 4.1 to the
Registrants report on Form 6-K filed with the Commission on September 11, 2023). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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ING Groep N.V. |
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Date: September 11, 2023 |
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By: |
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/s/ P.G. van der Linde |
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Name: P.G. van der Linde |
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Title: Authorized signatory |
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By: |
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/s/ K.I.D. Tuinstra |
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Name: K.I.D. Tuinstra |
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Title: Authorized signatory |
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