(RTTNews) -  ING (ING: News ) announced the detailed terms of the rights issue announced on 26 October 2009 which was authorised by the Extraordinary General Meeting of shareholders on 25 November 2009. The offering is fully underwritten by Goldman Sachs (GS), J.P. Morgan (JPM: News ) and a syndicate of banks, subject to customary terms and conditions. Through the offering the share capital of ING will be increased by EUR 7.5 billion through the issue of 1.77 billion new shares.

According to the company, existing holders of shares, or BDRs, will receive rights entitling them to subscribe for new BDRs subject to applicable securities laws. Eligible BDR rights holders can subscribe for 6 new BDRs in relation to every 7 subscription rights that they hold. The issue price is set at EUR 4.24 per share.

Further, existing holders of American Depositary Shares, or ADSs, will receive rights entitling them to subscribe for new ADSs. ADS rights are not transferable and will not trade on the NYSE or any other exchange. Each holder of ADSs will have the right to subscribe to 6 new ADSs for every 7 ADS rights held.
Each ADS outstanding as of 17:00 hours (EST) on 27 November 2009 will be entitled to 1 ADS right. In order to subscribe for a new ADS, ADS holders must deposit USD 7.06 per new ADS subscribed, representing 110% of the estimated ADS subscription price of USD 6.42 per new ADS, to account for possible exchange rate fluctuations and any currency conversion expenses.

In addition, in order to get approval for its restructuring plan submitted to the European Commission, ING has agreed to make a series of additional payments to the Dutch State corresponding to an adjustment of the fees for the IABF. In total, these extra payments will amount to a net present value of EUR 1.3 billion, which will be booked as a one-off pre-tax charge in the fourth quarter of 2009.

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by RTT Staff Writer

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