Consent Solicitation Result. IKB Deutsche Industriebank AG, DE0008063306
DGAP-News: IKB Deutsche Industriebank AG / Schlagwort(e): Sonstiges
27.06.2017 / 07:30
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
Press Release (only English version available)
Dated 27 June 2017
IKB Funding Trust II
(an indirect wholly-owned subsidiary of IKB Deutsche Industriebank
Aktiengesellschaft, Düsseldorf, Germany (the "Bank")) issued on 1 June 2017
(as supplemented by Amendment No. 1 on 13 June 2017) a Solicitation of
Consents (the "Consent Solicitation") to Certain Amendments (the "Proposed
Amendment") to IKB Funding Trust II's Amended and Restated Trust Agreement
(the "Trust Agreement") relating to EUR400,000,000 Noncumulative Trust
Preferred Securities (with an aggregate outstanding Liquidation Preference
Amount of EUR400,000,000) (the "Securities")
(ISIN: XS0194701487; Common Code: 019470148; Dutch Security Code (Fonds
14826; German Security Code (WKN): A0BDRX)
We have not registered the Consent Solicitation or the Securities under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities law in the United States. The Consents may not be solicited and
the Securities may not be offered or sold in the United States or to any
U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Consent Solicitation has not been approved or disapproved by the
Securities and Exchange Commission (the "SEC") nor has the SEC passed upon
the fairness or merits of the Consent Solicitation. Any representation to
the contrary is a criminal offence.
It was a condition to our completion of the Proposed Amendment that we
receive valid Consents from holders of at least a simple majority in
liquidation amount of the Securities at the time outstanding (the "Requisite
Consents"). The Requisite Consents were received prior to the end of the
Consent Solicitation period.
Pursuant to the receipt of the Requisite Consents, the Proposed Amendment
was effected to the Trust Agreement. Subsequent to the Proposed Amendment
becoming effective, the requisite approval of the regular trustees was
received for the merger as described in the Consent Solicitation, and the
Consideration was fixed as consisting of a combination of EUR150 cash and
EUR400 in principal amount of subordinated debt (with ISIN: DE000A2E4QG3)
per EUR1,000 note denomination of the Securities, as more fully described in
the Merger Proposal Memorandum (as amended). The Securities will
automatically be cancelled on the Settlement Date following the distribution
of the Consideration.
Date Calendar Date Event
Amend- 26th June 2017, The date on which we and the Trustees,
ment after receipt the sponsor and the Bank execute the
Effecti- of Requisite proposed amendment agreement affecting
ve Date Consents. the Proposed Amendment.
Settle- 28th June 2017, Date upon which the Securities will be
ment or as soon as cancelled upon distribution of the
Date practical Consideration (as defined in the Consent
Additional Documentation; Further Information; Assistance
Any questions regarding the terms of the Consent Solicitation should be
directed to the Information and Tabulation Agent at its addresses and
telephone numbers set forth below:
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Attn: Yves Theis/Thomas Choquet
Telephone: +44 (0) 20 7704 0880
The Consent Solicitation is made with regard to the securities of a foreign
company in reliance on the exemption afforded under Rule 802 of the U.S.
Securities Act of 1933, as amended. The Consent Solicitation is made for the
securities of a foreign controlled company. The Consent Solicitation is
subject to disclosure requirements of a foreign country that are different
from those of the United States. Financial statements, if any, have been
prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may
have arising under the federal securities laws, since the Bank is, and a
majority of its assets are, located in a foreign country, and some or all of
its officers and directors may be residents of a foreign country. You may
not be able to sue a foreign company or its officers or directors in a
foreign court for violations of the U.S. securities laws. It may be
difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court's judgement.
27.06.2017 Veröffentlichung einer Corporate News/Finanznachricht,
übermittelt durch DGAP - ein Service der EQS Group AG.
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Unternehmen: IKB Deutsche Industriebank AG
Telefon: +49 (0)211 8221-4511
Fax: +49 (0)211 8221-2511
Börsen: Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart, Tradegate Exchange; Open Market in
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