REG - Hungary - Tender Offer Indicative Results

ING Groep NVAnnouncement

14/06/2022 12:00

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RNS Number : 8094O  Hungary  14 June 2022

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL

June 14, 2022

HUNGARY ANNOUNCES INDICATIVE SERIES ACCEPTANCE AMOUNTS AND CLEARING SPREADS
FOR THE PURPOSES OF ITS TENDER OFFERS FOR EACH OF ITS OUTSTANDING
U.S.$2,000,000,000 5.375% NOTES DUE 2023 (OF WHICH U.S.$1,517,582,000 IS
OUTSTANDING), U.S.$2,000,000,000 5.750% NOTES DUE 2023 (OF WHICH
U.S.$1,631,160,000 IS OUTSTANDING) AND U.S.$2,000,000,000 5.375% NOTES DUE
2024 (OF WHICH U.S.$1,794,010,000 IS OUTSTANDING).

Further to its announcement on June 7, 2022, Hungary (the "Offeror"),
announces today a non-binding indication of the level at which it expects to
set each Series Acceptance Amount and Clearing Spread for the November 2023
Notes and the March 2024 Notes (as defined below) for the purposes of its
invitations to eligible holders of its outstanding (a) U.S.$2,000,000,000
5.375% Notes due 2023 (of which U.S.$1,517,582,000 is outstanding) (the
"February 2023 Notes") (ISIN: US445545AH91 / CUSIP: 445545AH9), (b)
U.S.$2,000,000,000 5.750% Notes due 2023 (of which U.S.$1,631,160,000 is
outstanding) (the "November 2023 Notes") (ISIN: US445545AJ57 / CUSIP:
445545AJ5) and (c) U.S.$2,000,000,000 5.375% Notes due 2024 (of which
U.S.$1,794,010,000 is outstanding) (the "March 2024 Notes") (ISIN:
US445545AL04 / CUSIP: 445545AL0) (collectively, the "Notes" and each a
"Series") to tender their Notes for purchase by the Offeror for cash (each an
"Offer" and, together, the "Offers").

The Offers were made on the terms and subject to the conditions set out in the
Offeror's Tender Offer Memorandum dated June 7, 2022 (the "Tender Offer
Memorandum").

Copies of the Tender Offer Memorandum are available from the Information and
Tender Agent as set out below. Capitalized terms used in this announcement but
not defined have the meanings given to them in the Tender Offer Memorandum.

Announcement of Indicative Series Acceptance Amounts and Clearing Spreads

The Offers expired as at the Expiration Deadline of 5:00 p.m. (New York City
Time) / 11:00 p.m. (Central Europe Time) on June 13, 2022.

In the event that the Offeror decides to accept valid tenders of Notes
pursuant to the Offers, the Offeror expects to:

1.     set the Series Acceptance Amount for the February 2023 Notes at
U.S.$558,286,000. The Offeror expects to accept all February 2023 Notes
tendered without any pro rata scaling; and

2.     set the Series Acceptance Amount for the November 2023 Notes at
U.S.$479,400,000 and for the March 2024 Notes at U.S.$151,038,000. On the
basis of each such Series Acceptance Amount, the Offeror expects to set
the November 2023 Notes Clearing Spread at 90 basis points and the March
2024 Notes Clearing Spread at 95 basis points. The Offeror expects to
accept all November 2023 Notes and March 2024 Notes tendered pursuant to
valid Non-Competitive Tender Instructions without any pro rata scaling.
The Offeror does not expect to accept any Notes tendered pursuant to valid
Competitive Tender Instructions.

Noteholders should note that this is a non-binding indication of the level at
which the Offeror expects to set the relevant Series Acceptance Amounts and
Clearing Spreads.

Pricing

Pricing in respect of the Offers will take place at or around 7:00 a.m. (New
York City Time) / 1:00 p.m. (Central Europe Time) today, June 14, 2022.  As
soon as reasonably practicable after the Pricing Time, the Offeror will
announce whether it will accept (subject to satisfaction or waiver of the New
Financing Condition on or prior to the Settlement Date) valid tenders of Notes
pursuant to any of the Offers and, if so accepted, the Final Acceptance
Amount, each Series Acceptance Amount, each Clearing Spread (if applicable),
each relevant Benchmark Security Rate, each Purchase Yield, each Purchase
Price and the Accrued Interest for each Series and any Scaling Factor(s).

BNP Paribas, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE,
ING Bank N.V., and J.P. Morgan SE are acting as Dealer Managers and Kroll
Issuer Services Limited is acting as Information and Tender Agent.

 

 BNP Paribas                                                                   Deutsche Bank Aktiengesellschaft

 16, boulevard des Italiens                                                    Mainzer Landstr. 11-17

 75009 Paris                                                                   60329 Frankfurt am Main

 France                                                                        Germany

                                                                               Tel: +44 20 7545 8011

Attention: Liability Management Group
 Telephone: +33 1 55 77 78 94

 Attention: Liability Management Group

 Email: liability.management@bnpparibas.com
 (mailto:liability.management@bnpparibas.com)
 Goldman Sachs Bank Europe SE                                                  ING Bank N.V.

 Marienturm                                                                    Foppingadreef 7

 Taunusanlage 9-10                                                             1102 BD Amsterdam

 D-60329 Frankfurt am Main                                                     The Netherlands

 Germany

                                                                               In Europe:

                                                                               Tel: +44 20 7767 6784

 Tel.: +44 207 7744836                                                         Email: liability.management@ing.com (mailto:liability.management@ing.com)

 Email: liabilitymanagement.eu@gs.com (mailto:liabilitymanagement.eu@gs.com)   Attention: Liability Management Team

 Attention: Liability Management Group

                                                                               In the United States:

                                                                               Tel: +1 646 424 8972

 J.P. Morgan SE

 Taunustor 1 (TaunusTurm)

 60310 Frankfurt am Main

 Germany

 Tel: +44 20 7134 2468

 Email: em_europe_lm@jpmorgan.com (mailto:em_europe_lm@jpmorgan.com)

 Attention: Liability Management

 THE INFORMATION AND TENDER AGENT
 Kroll Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 (0)20 7704 0880

 Attention: Arlind Bytyqi / Jacek Kusion

 Email: hungary@is.kroll.com

 Website: https://deals.is.kroll.com/hungary
 (https://deals.is.kroll.com/hungary)

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If you are in any doubt as to the contents of
this announcement or the Tender Offer Memorandum or the action you should
take, you are recommended to seek your own financial and legal advice,
including as to any tax consequences, immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate in the
Offers. None of the Dealer Managers, the Information and Tender Agent or the
Offeror makes any recommendation as to whether Noteholders should tender Notes
for purchase pursuant to the Offers.

The Tender Offer Memorandum does not constitute an invitation to participate
in the Offers in any jurisdiction in which, or to any person to or from whom,
it is unlawful to make such invitation or for there to be such participation
under applicable securities laws. The distribution of the Tender Offer
Memorandum in certain jurisdictions may be restricted by law. Persons into
whose possession the Tender Offer Memorandum comes are required by each of the
Offeror, the Dealer Managers and the Information and Tender Agent to inform
themselves about and to observe any such restrictions.

 

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