ING announced today that it has received subscriptions for 1,715,046,546 new (depositary receipts for) shares through the valid exercise of rights related to its EUR 7.5 billion rights issue. In the rights issue ING will issue 1,768,412,544 (depositary receipts for) shares (the offer shares); therefore the take up represents approximately 97.0% of the offer shares. The subscription period for the rights ended yesterday, 15 December 2009 at 15:00 hours (CET).
Today, 53,365,998 offer shares for which subscriptions have not been received during the subscription period (the rump shares) will be offered for sale by Goldman Sachs, ING Bank and J.P. Morgan as joint global coordinators and joint bookrunners, on behalf of a syndicate of banks (the underwriters) by way of private placements to certain institutional investors outside the United States and through a public offering in the United States. The price will be determined following a bookbuilding exercise (the rump offering).
The rump offering is expected to end no later than 17:30 hours (CET) today. If the aggregate proceeds of the rump shares offered and sold in the rump offering, after deduction of selling expenses (including any value added tax), exceed the aggregate subscription price for the offer shares by more than EUR 0.01 per unexercised right, the excess amount will, subject to certain conditions, be paid as follows: each holder of a right that was not exercised will be entitled to receive a part of the excess amount in cash, in proportion to the number of unexercised rights reflected in such holder’s securities account.
ING cannot guarantee that the rump offering will be successfully completed. Neither ING, nor the underwriters or any purchaser of rump shares will be responsible for any lack of excess amount arising from any placement of the rump shares in the rump offering. ING will not be entitled to receive any part of the excess amount.
As announced on 27 November 2009 in connection with the rights issue, ING has sold 34.3 million rights it received on (depositary receipts for) shares held in the delta hedge portfolio, which is used to hedge employee options. The rights were sold through private placements at an average price of EUR 1.85 per right. ING used the proceeds to partially fund the purchase of 10.4 million (depositary receipts for) shares at a price of EUR 6.55 per share. These transactions were executed in order to maintain ING’s economic position in the delta hedge book.
Following the rights issue, ING will have 3,831,560,513 shares outstanding. Trading in the offer shares on Euronext Amsterdam and Euronext Brussels is expected to commence on 21 December 2009. Trading in the newly issued American depositary shares on the New York Stock Exchange is expected to commence on 21 December 2009.