Consent Solicitation Result. IKB Deutsche Industriebank AG, DE0008063306
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 Code): 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 Amendment Effective Date 26th June 2017, after receipt of Requisite Consents. The date on which we and the Trustees, the sponsor and the Bank execute the proposed amendment agreement affecting the Proposed Amendment. Settlement Date 28th June 2017, or as soon as practical thereafter. Date upon which the Securities will be cancelled upon distribution of the Consideration (as defined in the Consent Solicitation).
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 LimitedTankerton Works12 Argyle Walk London WC1H 8HAUnited KingdomAttn: Yves Theis/Thomas ChoquetEmail: firstname.lastname@example.orgTelephone: +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 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English
Company: IKB Deutsche Industriebank AG Wilhelm-Bötzkes-Straße 1 40474 Düsseldorf
Germany Phone: +49 (0)211 8221-4511 Fax: +49 (0)211 8221-2511 E-mail: email@example.com Internet: www.ikb.de ISIN: DE0008063306 WKN: 806330 Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; Open Market in Frankfurt End of News DGAP News Service