UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For 11 January, 2016
Commission File Number 1-14642
ING Groep N.V.
Bijlmerplein 888
1102 MG Amsterdam
The Netherlands
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(7): ¨
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If “Yes” is marked, indicate
below the file number assigned to the registrant in connection with Rule 12g3-2(b).
This Report contains a copy of the following:
The Press Release issued on 11 January, 2016
Page 1 of 4
NG Group amends accounting approach for NN Group anchor
investment transaction
• |
Change refers only to accounting for pre-IPO anchor investments in NN Group |
• |
EUR 1 billion write-off now recognized at 2015 deconsolidation instead of at 2014 IPO |
• |
Amendment has no impact on ongoing operating results, capital or dividend plans |
ING Group announced today that it will change its accounting approach with regards to
the anchor investment transaction related to the divestment of NN Group made in 2014. This change will be reflected in ING Group's
2015 Full Year reporting and comparative figures. The amendment has no impact on ING Bank, ING's Bank's Underlying net result or
on ING's ongoing operating results, capital or dividend plans.
Today's announcement follows a recommendation by the Netherlands Authority for the Financial
Markets (AFM) regarding the accounting approach for the anchor investment transaction. In accounting for the anchor investment
transaction, ING Group recognized a provision through shareholders' equity for a foreseeable loss at the time of the NN Group IPO
in July 2014. The AFM has informed us that this accounting approach is not in accordance with IFRS. In consultation with EY, ING
Group has decided to amend the accounting and will now recognize the write-off in the profit & loss account at the time of
deconsolidation, in May 2015.
Background information
In April 2014, during the divestment process of NN Group, ING secured investments from
three anchor investors into NN Group, ahead of its intended IPO by issuing subordinated notes. At the time of the NN Group IPO
in July 2014, these notes became mandatorily exchangeable for NN Group shares. The difference between the market value of
these NN Group shares and the book value was recognised through a provision as a direct reduction of ING Group's shareholders'
equity of approximately EUR 1.0 billion.
In May 2015 ING reduced its stake in NN Group to 42.4% and deconsolidated NN Group. As
previously disclosed, at the point of deconsolidation, the difference between the market value and the book value (net of revaluation
reserves) of the entire remaining stake in NN Group was written off through the profit & loss account. For the anchor investment
transaction, this difference had already been taken as a provision in 2014 directly in shareholders' equity. Therefore the
provision for the second and third tranche of the anchor investment was utilised, reducing by EUR 1.0 billion the total charge
to ING's 2015 second quarter profit & loss account.
Following recent discussions with the AFM, ING has determined that the foregoing accounting
approach should be amended. The accounting for the impact of the anchor investment transaction and disclosure of the further quantitative
impact of the divestment of NN Group in ING Group's 2014 financial report is not in accordance with accounting standards IFRS 10.23,
IFRS 10.B96 and IAS 1.17(c), nor can the accounting of the anchor investment transaction be based on IAS 8.10 and IAS 8.11. IFRS
10.23 and IFRS 10.B96 do not allow for changes directly booked in shareholders' equity without an actual change in ownership. Based
on IAS 8 ("Accounting Policies, Changes in Accounting Estimates and Errors") ING will make a revision in the ING Group
2015 Full Year results and will adjust comparative figures. The estimated impact for prior periods is set forth in the table below:
ING Group accounts | |
| |
| |
| |
| |
|
In EUR million | |
|
3Q2014 |
| |
|
4Q2014 |
| |
|
1Q2015 |
| |
|
2Q2015 |
| |
|
3Q2015 |
|
Reported Equity | |
| 47,166 | | |
| 50,424 | | |
| 53,503 | | |
| 46,767 | | |
| 46,022 | |
Anchor provision adjustment in equity* | |
| 916 | | |
| 920 | | |
| 1,155 | | |
| 1,001 | | |
| | |
Anchor provision adjustment through P&L | |
| | | |
| | | |
| | | |
| -1,001 | | |
| | |
Adjusted Equity | |
| 48,082 | | |
| 51,344 | | |
| 54,658 | | |
| 46,767 | | |
| 46,022 | |
Reported Net Result ING Group | |
| 928 | | |
| 1,176 | | |
| 1,769 | | |
| 1,359 | | |
| 1,064 | |
Anchor provision adjustment | |
| - | | |
| - | | |
| - | | |
| -1,001 | | |
| - | |
Adjusted Net Result ING Group | |
| 928 | | |
| 1,176 | | |
| 1,769 | | |
| 358 | | |
| 1.064 | |
*
Differences in the anchor provision are mainly caused by changes in the share price of NN
Page
2 of 4
ING Bank accounts | |
| |
| |
| |
| |
|
In EUR million | |
|
3Q2014 |
| |
|
4Q2014 |
| |
|
1Q2015 |
| |
|
2Q2015 |
| |
|
3Q2015 |
|
Underlying net result Banking | |
| 1,123 | | |
| 548 | | |
| 1,187 | | |
| 1,118 | | |
| 1,092 | |
No adjustments | |
| | | |
| | | |
| | | |
| | | |
| | |
Net result Banking | |
| 1,006 | | |
| 530 | | |
| 1,173 | | |
| 1,471 | | |
| 1,078 | |
No adjustments | |
| | | |
| | | |
| | | |
| | | |
| | |
The amendment has no consequences for the accounting approach of other transactions which
were part of ING's divestment programme. The amendment will be reflected in ING Group's 2015 Full Year reporting and comparative
figures which are scheduled to be published on 4 February 2016. Given the aforementioned amendment, ING will evaluate the
process and the impact on internal controls over its financial reporting.
Note for editors
For further information on ING, please visit www.ing.com. Frequent news updates
can be found in the Newsroom or via the @ING_news twitter feed. Photos of ING operations, buildings and its executives are available
for download at Flickr. Footage (B-roll) of ING is available via videobankonline.com, or can be requested by emailing info@videobankonline.com.
ING presentations are available at SlideShare.
Press enquiries |
|
Investor enquiries |
Raymond Vermeulen |
|
ING Group Investor Relations |
+31 20 576 6369 |
|
+31 20 576 6396 |
Raymond.Vermeulen@ing.com |
|
Investor.Relations@ing.com |
ING Profile
ING is a global financial
institution with a strong European base, offering banking services through its operating company ING Bank and holding a significant
stake in the listed insurer NN Group NV. The purpose of ING Bank is empowering people to stay a step ahead in life and in business.
ING Bank's more than 52,000 employees offer retail and commercial banking services to customers in over 40 countries.
ING Group shares are listed
(in the form of depositary receipts) on the exchanges of Amsterdam (INGA NA, ING.AS), Brussels and on the New York Stock Exchange
(ADRs: ING US, ING.N).
Sustainability forms an integral
part of ING's corporate strategy, which is evidenced by ING Group shares being included in the FTSE4Good index and in the
Dow Jones Sustainability Index (Europe and World). where ING is among the leaders in the Banks industry group.
Important legal information
Certain of the statements
contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other
forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such
statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation:
(1) changes in general economic conditions, in particular economic conditions in ING's core markets, (2) changes in performance
of financial markets, including developing markets, (3) consequences of a potential (partial) break-up of the euro, (4) ING's
implementation of the restructuring plan as agreed with the European Commission, (5) changes in the availability of, and costs
associated with, sources of liquidity such as interbank funding, as well as conditions in the credit markets generally, including
changes in borrower and counterparty creditworthiness, (6) changes affecting interest rate levels, (7) changes affecting currency
exchange rates, (8) changes in investor and customer behaviour, (9) changes in general competitive factors, (10) changes in laws
and regulations, (11) changes in the policies of governments and/or regulatory authorities, (12) conclusions with regard to purchase
accounting assumptions and methodologies, (13) changes in ownership that could affect the future availability to us of net operating
loss, net capital and built-in loss carry forwards, (14) changes in credit ratings, (15) ING's ability to achieve projected operational
synergies and (16) the other risks and uncertainties detailed in the Risk Factors section contained in the most recent annual
report of ING Groep N.V. Any forward-looking statements made by or on behalf of ING speak only as of the date they are made, and,
ING assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information
or for any other reason.
This document does not constitute an offer to sell, or a solicitation
of an offer to purchase, any securities in the United States or any other jurisdiction. The securities of NN Group have not been
and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold within the United States absent registration or an applicable exemption from the registration requirements of
the Securities Act.
PDF version of press release: http://hugin.info/130668/R/1977807/724204.pdf
Page 3 of 4
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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ING Groep N.V. |
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(Registrant) |
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By: |
/s/ P. Jong |
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P. Jong |
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Global Head of Communications |
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By: |
/s/ C. Blokbergen |
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C. Blokbergen |
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Head Legal Department |
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Dated: 11 January,
2016
Page 4
of 4
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