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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/19/21 JPMorgan Chase Bank N… Depositary F-6 POS 11/19/21 3:494K ING Groep NV Quality EDGAR So… LLC/FA |
Document/Exhibit Description Pages Size
1: F-6 POS Post-Effective Amendment of an 'F-6EF' HTML 40K
Registration
2: EX-99.(A)(1) Amended and Restated Deposit Agreement HTML 110K
3: EX-99.(A)(2) Form of Amendment No. 1 to the Deposit Agreement HTML 89K
As filed with the U.S. Securities and Exchange Commission on November 19, 2021
Registration No. 333-227695
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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
(212) 319-4800
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
JPMorgan
Chase Bank, N.A. Telephone: +1-800-990-1135
|
Scott R. Saks, Esq. 5Norton Rose Fulbright US LLP 1301 Avenue of the Americas Telephone: +1-212-318-3151 |
It is proposed that this filing become effective under Rule 466
| ☐ | immediately upon filing |
| ☐ | on (Date) at (Time) |
If a separate registration statement has been filed to register the deposited shares, check the following box. ☒
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered |
Amount to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of ING Groep N.V. | n/a | n/a | n/a | n/a |
| (1) | Each unit represents one American Depositary Share. |
| (2) | 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. |
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-186507. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-186507.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
C:
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 Amendment No. 1 to the Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
| (1) Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | |
| (2) Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | |
| Terms of Deposit: | ||
| (i) Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | |
| (ii) Procedure for voting, if any, the deposited securities | Paragraphs (11) and (12) | |
| (iii) Collection and distribution of dividends | Paragraphs (4), (5), (7), (10), (11), (13) and (20) | |
| (iv) Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8), (11) and (12) | |
| (v) Sale or exercise of rights | Paragraphs (4), (5), (7) and (10) | |
| (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (4), (5), (7), (10), (11) and (13) | |
| (vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | |
| (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | Paragraph (3) | |
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), (5) and (6) | |
| (x) Limitation upon the liability of the Depositary | Paragraphs (14) and (17) | |
| (3) Fees and Charges | Paragraph (7) |
C:
Item 2. AVAILABLE INFORMATION
Item Number and Caption |
Location
in Form of American Depositary Receipt Filed Herewith as Prospectus | |
| (b) 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. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s internet website at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | Paragraph (8) |
C:
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Deposit Agreement. Amended and Restated Deposit Agreement dated as of October 4, 2018 among ING Groep N.V., JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder (the “Deposit Agreement”). Filed herewith as Exhibit (a)(1). |
| (a)(2) | Form of Amendment No. 1 to the Deposit Agreement. Form of Amendment No. 1 to the Deposit Agreement, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2). |
| (b) | 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. |
| (c) | 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. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed. |
| (e) | Certification under Rule 466. Not applicable. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | 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. |
| (b) | 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. |
C:
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, among ING Groep N.V., JPMorgan Chase Bank, N.A., as depositary, and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, 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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 19, 2021.
| Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| By: | /s/ Timothy E. Green | |
| Name: | Timothy E. Green | |
| Title: | Vice President | |
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on November 19, 2021.
| ING GROEP N.V. | ||
| By: | /s/ S.J.A. Steven van Rijiswijk | |
| Name: | S.J.A. (Steven) van Rijswijk | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated as of November 19, 2021.
| Signatures | Title | |
| /s/ S.J.A. Steven van Rijiswijk | Chairman of the Executive Board and | |
| S.J.A. (Steven) van Rijswijk | Chief Executive Officer | |
| (principal executive officer) | ||
| /s/ Tanate Phutrakul | Member of the Executive Board and | |
| Tanate Phutrakul | Chief Financial Officer | |
| (principal financial and accounting officer) | ||
| /s/ Ljiljana Čortan | Member of the Executive Board | |
| Ljiljana Čortan |
C:
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 Post-Effective Amendment to Registration Statement on Form F-6 on November 19, 2021.
| Authorized U.S. Representative | ||
| By: | /s/ Marcy Cohen | |
| Name: Marcy Cohen – General Counsel | ||
| ING Financial Holdings Corporation | ||
C:
INDEX TO EXHIBITS
C:
| This ‘F-6 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 11/19/21 | |||
| 10/4/18 | F-6EF | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/18/22 ING Groep NV F-3/A 3:1.1M Donnelley … Solutions/FA 8/04/22 ING Groep NV F-3 10:1.3M Donnelley … Solutions/FA |