Securities Registration (ads, Immediate) (f-6ef)
04 Octubre 2018 - 1:46PM
Edgar (US Regulatory)
As filed with
the U.S. Securities and Exchange Commission on October 4, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
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ING GROEP N.V.
(Exact name of issuer of deposited securities
as specified in its charter)
ING Group N.V.
(Translation of issuer's name into English)
The Netherlands
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
383 Madison Avenue, Floor 11, New York,
New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
Depositary Management Corporation
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-4800
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates
LLP
570 Lexington Avenue, Suite
2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become
effective under Rule 466
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immediately upon filing
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on (Date) at (Time)
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If a separate registration statement has
been filed to register the deposited shares, check the following box.
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CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit
(1)
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Proposed maximum
aggregate offering price
(2)
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Amount of
registration fee
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American
Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of
ING Groep N.V.
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150,000,000
American Depositary Shares
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$0.05
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$7,500,000
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$909.00
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(1)
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Each unit represents one American Depositary Share.
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(2)
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Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed
in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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Pursuant
to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration
Statement Nos. 33-62046, 333-7684, 333-13274, 333-113697, 333-145767 and 333-186507. This Registration Statement constitutes Post-Effective
Amendment to each of Registration Nos. 33-62046, 333-7684, 333-13274, 333-113697, 333-145767 and 333-186507.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt")
included as Exhibit A to the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which
is incorporated herein by reference.
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS
REFERENCE SHEET
Item
Number and Caption
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Location in Form
of American Depositary
Receipt Filed
Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title
of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount
of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection
and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item 2. AVAILABLE INFORMATION
Item Number and Caption
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Location in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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(b)
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Statement that ING Groep N.V.
is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain
reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary
Receipts and copied through the EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission
in Washington, D.C.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
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(a)
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Form of Deposit Agreement
.
Form
of Amended and Restated Deposit Agreement dated as of , 2018 among ING Groep N.V., JPMorgan Chase Bank, N.A., as depositary (the
"Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"),
including
the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the
Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited
securities represented thereby
. Not Applicable.
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(c)
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Every material contract relating
to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the
last three years
. Not Applicable.
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(d)
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Opinion of Ziegler, Ziegler &
Associates LLP, counsel to the Depositary, as to the legality of the securities being registered
. Filed herewith as Exhibit
(d).
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(e)
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Certification under Rule 466.
Filed herewith as Exhibit (e).
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(f)
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Powers of Attorney for certain officers
and directors and the authorized representative of the Company. Set forth on the signature pages hereto.
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Item
4. UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to
make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary
Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received
by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If the amounts of fees charged are not
disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and
describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change
in the fee schedule.
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SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created
by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6
are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in The City of New York, State of New York, on October 4, 2018.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Timothy E. Green
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Name:
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Timothy E. Green
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Title:
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Vice President
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, ING Groep N.V. certifies that it has reasonable grounds to believe that all
the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its
behalf by the undersigned, thereunto duly authorized, on October 4, 2018.
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ING GROEP N.V.
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By:
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/s/ J.V. (Koos) Timmermans
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Name:
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J.V. (Koos) Timmermans
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Title:
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Chief Financial Officer
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KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints R.A.J.G. (Ralph) Hamers
and J.V. (Koos) Timmermans, jointly and severally, his true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the
following persons in the capacities indicated as of October 4, 2018.
Signatures
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Title
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/s/ R.A.J.G. (Ralph) Hamers
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Chairman of the Executive Board and
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R.A.J.G. (Ralph) Hamers
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Chief Executive Officer
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/s/ J.V. (Koos) Timmermans
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Member of the Executive Board
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J.V. (Koos) Timmermans
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(Chief Financial Officer)
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/s/ S.J.A. (Steven) van Rijswijk
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Member of the Executive Board
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S.J.A. (Steven) van Rijswijk
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(Chief Risk Officer)
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/s/ M.W. (Menno) ten Hacken
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Principal Accounting Officer
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M.W. (Menno) ten Hacken
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of ING Groep N.V., has signed this Registration Statement
on Form F-6 on October 4, 2018.
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Authorized U.S. Representative
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By:
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/s/ Marcy Cohen
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Name: Marcy Cohen – General Counsel ING Financial Holdings Corporation
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INDEX
TO EXHIBITS
Exhibit
Number
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(a)
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Form of Amended and Restated Deposit Agreement.
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(d)
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Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
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(e)
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Rule 466 Certification
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Ing Groep NV (PK) (USOTC:INGVF)
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