Filed Pursuant to Rule 424(b)(5)
Registration No. 333-266516
The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted
Subject to Completion
Preliminary Prospectus Supplement, dated March 11, 2024
Prospectus Supplement to Prospectus dated August 19, 2022
ING Groep N.V.
$ % Callable Fixed-to-Floating Rate
Senior Notes due 2030
$ % Callable
Fixed-to-Floating Rate Senior Notes due 2035
ING
Groep N.V. (the Issuer) is offering hereby $ aggregate principal amount of % Callable Fixed-to-Floating Rate Senior
Notes due 2030 (the 2030 notes) and $ aggregate principal amount of % Callable Fixed-to-Floating Rate Senior Notes
due 2035 (the 2035 notes and, together with the 2030 notes, the notes) to be issued pursuant to the Senior Debt Securities Indenture dated as of March 29, 2017 between the Issuer and The Bank of New
York Mellon, London Branch, as trustee (the trustee).
Interest will accrue on the 2030 notes (i) from (and
including) the date of issuance to (but excluding) , 2029 (the 2030 notes Call Date) at a rate of % per annum and (ii) from (and including) the 2030 notes Call Date at a floating rate equal
to the SOFR Index Average (as defined herein), reset quarterly, plus % per annum, subject to a minimum rate of 0.00% per annum (the Minimum Rate). Interest will accrue on the 2035 notes (i) from (and including) the date
of issuance to (but excluding) , 2034 (the 2035 notes Call Date and, together with the 2030 notes Call Date, the Call Dates), at a rate of % per annum and (ii) from (and
including) the 2035 notes Call Date at a floating rate equal to the SOFR Index Average, reset quarterly, plus % per annum, subject to the Minimum Rate. The Issuer will pay interest on the 2030 notes semi-annually in arrear on
and in each year, commencing on , 2024, until (and including) the 2030 notes Call Date, and thereafter, quarterly in arrear on , 2029,
, 2029, , 2029 and , 2030. The Issuer will pay interest on the 2035 notes semi-annually in arrear on and in
each year, commencing on , 2024, until (and including) the 2035 notes Call Date, and thereafter, quarterly in arrear on , 2034, , 2034, ,
2034 and , 2035. You will receive interest payments on your notes only in cash. In the event that SOFR Index Average ceases to be calculated or administered for publication, the Issuer may select a SOFR Benchmark
Replacement (as defined herein) and the manner in which the Floating Interest Rate (as defined herein) on the notes is calculated or determined may be varied, as described in this prospectus supplement. See Description of Notes SOFR
Discontinuation.
The notes will be the Issuers unsecured and unsubordinated obligations, ranking pari passu without
any preference among themselves and equally with all of the Issuers other unsecured and unsubordinated obligations from time to time outstanding, save as otherwise provided by law.
The Issuer may, at its option, redeem in whole, but not in part, (i) the 2030 notes on the 2030 notes Call Date and (ii) the 2035
notes on the 2035 notes Call Date, in each case at 100% of their respective principal amount, plus accrued and unpaid interest to the redemption date (including Additional Amounts (as defined herein), if any). In addition, the Issuer may, at its
option, also redeem each series of notes (i) at any time if at least 75% of the aggregate principal amount of such series of notes issued has been redeemed or purchased and cancelled, in each case at 100% of their respective principal amount,
plus accrued and unpaid interest to the redemption date (including Additional Amounts (as defined herein), if any), (ii) in certain circumstances where Additional Amounts would be required to be paid, or (iii) upon the occurrence of a Loss
Absorption Disqualification Event (as defined herein, and where such Loss Absorption Disqualification Event is continuing), in each case on the terms described in this prospectus supplement under Description of Notes Redemption.
Any redemption or repurchase of the notes is subject to the provisions described under Description of Notes Conditions to Redemption, Substitution, Variation and Purchase.
Notwithstanding anything to the contrary in the notes or the indenture or supplemental indenture with respect thereto, if a Loss Absorption
Disqualification Event (as defined below) has occurred and is continuing with respect to any series of the notes then the Issuer may, without any requirement for the consent or approval of the holder or beneficial owner of such notes, substitute all
(but not some only) of such notes or vary the terms of all (but not some only) of such notes, so that the substituted notes are, or that the notes remain, Compliant Notes (as defined below), as applicable. See Description of Notes
Substitution and Variation. Any substitution or variation of the notes is subject to the provisions described under Description of Notes Conditions to Redemption, Substitution, Variation and Purchase.
By its acquisition of the notes or any beneficial interest therein, each holder and beneficial owner of the notes and each subsequent
holder and beneficial owner of the notes, (i) acknowledges, accepts, agrees to be bound by, and consents to, the Issuers determination to substitute the notes or vary the terms of the notes as provided above, (ii) grants to the
Issuer and the trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete such
substitution of the notes or the variation of the terms of the notes, as applicable; and (iii) to the extent permitted by the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), waives any and all claims, in law
and/or in equity, against the Issuer and the trustee for, agrees not to initiate a suit against the Issuer or the trustee in respect of, and agrees that neither the Issuer nor the trustee shall be liable for, any action that the Issuer or the
trustee takes, or abstains from taking, in either case in connection with the substitution of the notes or the variation of the terms of the notes at the option of the Issuer as provided in Description of Notes Substitution and
Variation.
The Issuer will apply to list the notes on the New York Stock Exchange (NYSE) under the symbols
ING30 for the 2030 notes and ING35 for the 2035 notes. Trading of the notes on the NYSE is expected to begin within 30 days after the initial delivery thereof.
Investing in the notes involves risks. See Risk Factors beginning on page S-15 of this prospectus supplement, Risks Relating to Our Debt Securities and Capital Securities beginning on page 10 of the accompanying prospectus and Risk Factors beginning
on page 8 of the Issuers Annual Report on Form 20-F for the year ended December 31, 2023 (the 2023 Form 20-F) and the other information
included and incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in the notes.
IMPORTANT PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, the expression retail investor means a person who is one
(or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This prospectus supplement has been
prepared on the basis that any offer of notes in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the Prospectus Regulation) from the requirement to publish a prospectus for offers of
notes. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.
IMPORTANT UK PRIIPS
REGULATION / PROHIBITION OF SALES TO UK RETAIL INVESTORS. The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For
these purposes, the expression retail investor means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (as amended, the EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the FSMA) and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the notes or otherwise
making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.
This prospectus supplement has been prepared on the basis that any offer of notes in the United Kingdom will be made
pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation) from the requirement to publish a prospectus for offers of notes. This prospectus supplement
is not a prospectus for the purposes of the UK Prospectus Regulation.
Notwithstanding any other agreements, arrangements or
understandings between the Issuer and any holder or beneficial owner of the notes, by acquiring the notes, each holder and beneficial owner of the notes or any interest therein acknowledges, accepts, recognizes, agrees to be bound by, and consents
to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the reduction (including to zero), cancellation or write-down (whether on a permanent basis or subject to a write-up by the resolution authority) of all, or a portion, of the principal amount of, or interest on, the notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the notes
into shares or claims which may give right to shares or other instruments of ownership or other securities or other obligations of the Issuer or obligations of another person, including by means of a variation to the terms of the notes (which may
include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a temporary period), or that the notes must otherwise be applied to absorb losses, or any expropriation of the notes, in each case,
to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power. Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the
rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant
resolution authority. In addition, by acquiring any notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any
power to suspend any payment in respect of the notes for a temporary period.
For these purposes, Dutch Bail-in Power means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies,
credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not
limited to any such laws, regulations, rules or requirements (including, but not limited to, the Dutch Financial Supervision Act) that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European
Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (as amended, the
Bank Recovery and Resolution Directive or BRRD) and Regulation (EU) No 806/2014 of the European Parliament and of the Council (as amended, the SRM Regulation), in each case as amended or superseded) and/or within
the context of a Dutch resolution regime under the Dutch Intervention Act (as implemented in relevant statutes) and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or
investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person or may be expropriated (and a reference to the relevant resolution
authority is to any authority with the ability to exercise a Dutch Bail-in Power).
By its acquisition of the notes, each holder of the notes, to the extent permitted by the U.S. Trust Indenture Act of 1939, as amended (the
Trust Indenture Act), also waives any and all claims against the trustee for, agrees not to initiate a suit against the trustee in respect of, and agrees that the trustee shall not be liable for, any action that the trustee takes, or
abstains from taking, in either case in accordance with the exercise of the Dutch Bail-in Power by the relevant Dutch resolution authority with respect to such notes.
The notes are not deposit liabilities of ING Groep N.V. and are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency of the United States, The Netherlands or any other jurisdiction.
Neither the U.S. Securities and Exchange
Commission nor any U.S. state securities commission has approved or disapproved of the notes or determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
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Price to Public(1) |
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Underwriting Compensation |
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Proceeds, before expenses, to ING Groep N.V. |
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Per 2030 note |
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% |
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% |
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% |
Total 2030 notes |
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$ |
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$ |
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Per 2035 note |
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% |
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% |
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% |
Total 2035 notes |
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$ |
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$ |
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(1) |
Plus accrued interest, if any, from , 2024. |
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company
(DTC) on or about , 2024. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including Clearstream
Banking, S.A. and Euroclear Bank SA/NV.
The notes will be issued only in registered form in minimum denominations of $200,000 and
in integral multiples of $1,000 in excess thereof.
Joint Book-Running Managers
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Barclays |
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BNP Paribas |
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BofA Securities |
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Citigroup |
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ING |
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Scotiabank |
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Standard Chartered Bank AG |
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Wells Fargo Securities |
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Prospectus Supplement dated , 2024