DEPFA ACS BANK DAC: Buyback of subordinated debt and sale of assets
Ad Hoc Announcement - For immediate release
RE: Agreement by DEPFA BANK plc and its two funding vehicles, DEPFA Funding II LP and DEPFA Funding III LP, to repurchase and cancel Euro 1,060,000,000 of subordinated debt funded by the sale of public sector assets from the DEPFA Group.
15 November 2019
Issued on behalf of DEPFA ACS BANK DAC ("DEPFA ACS") as a subsidiary of DEPFA BANK plc ("DEPFA PLC") collectively "DEPFA", in respect of the outstanding listed debt instruments identified below. This announcement may include a communication of inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014.
Issuer ISIN Stock Exchange DEPFA ACS CA249575AG69 London DEPFA ACS XS0222934357 London
EURO 700m Preferred Securities: In January 2015 FMS-Wertmanagement AöR ("FMS-WM") launched a tender offer inviting holders of the 6.5% Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities of DEPFA Funding II LP ("Funding II") (ISIN: XS0178243332) and holders of the Fixed Rate/Variable Rate Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities of DEPFA Funding III LP ("Funding III") (ISIN: DE000A0E5U85) (collectively, the "Preferred Securities") to tender those securities for purchase by FMS-WM. In the tender offer, which ended on 18 May 2015, 90.5% and 87.9% of the holders of the Preferred Securities of Funding II and Funding III respectively were tendered to and purchased by FMS-WM. At a bondholder meeting of the Preferred Securities on 20 May 2015 a clear majority voted in favour of facilitating the purchase by DEPFA of all Preferred Securities that were not tendered to and purchased by FMS-WM. Since these events, Euro 361,897,000 and Euro 263,554,000 (in nominal amount) of the Preferred Securities of Funding II and Funding III respectively are held by FMS-WM and Euro 38,103,000 and 36,446,000 (in nominal amount) are held by DEPFA PLC.
EURO 360m Subordinated Loans: In September 2010 FMS-WM, as part of the German State rescue of the HRE Group, acquired the interest in 3 subordinated loan agreements, originally issued by Hypo Public Finance Bank and taken over by DEPFA BANK plc in March 2008, in the total nominal amount of Euro 360,000,000 (the "360m Subordinated Loans" together with the Preferred Securities, the "Euro 1,060m Subordinated Debt").
Buyback of the Euro 1,060m Subordinated Debt from, and sale of public sector assets to, FMS-WM Following the approval by the boards of FMS-WM and DEPFA, and the approval of the Central Bank of Ireland as financial regulator of DEPFA, the parties have entered into an agreement for the buyback by DEPFA PLC, Funding II and Funding III of the Euro 1,060m Subordinated Debt.
Funding for the buyback by the DEPFA Group will be generated by the sale of approximately Euro 1,048.5m (in nominal value) of certain assets (including public sector assets) to FMS-WM. Approximately Euro 200.5m (in nominal value) of the assets included in the sale will be provided by DEPFA PLC and approximately Euro 848m (in nominal value) by DEPFA ACS.Purchase prices The buyback and cancellation by Funding II and Funding III of the Preferred Securities and the buyback and termination of the 360m Subordinated Loans will take place on a reverse enquiry basis. The pricing of the buyback of the Euro 1,060m Subordinated Debt and the sale of the public sector assets will be conducted on an arm's length basis and assessed at fair market values determined as of close of business today for trading 18 November 2019 with settlement on 21 November 2019. A final price validation for the transactions will be performed by an independent third party.
FMS-WM and the wind down of the DEPFA Group FMS-WM is the parent company of DEPFA PLC. FMS-WM was established in 2010 as a German state owned wind down agency in order to wind up risk positions and non-strategic operations in a manner aimed at maximizing the value of the relevant assets. FMS-WM took ownership of DEPFA PLC in December 2014. The strategy of DEPFA PLC is to continue to wind down its balance sheet and those of its subsidiaries in a manner designed to maintain value. Completion of the transaction identified in this announcement is a further step in the wind down plan of the DEPFA Group.
Media Contacts for DEPFA and FMS-WM For DEPFA: Rachel Martin Head of Communications Tel.: +353 1 792 2144 firstname.lastname@example.org
For FMS-WM: Frank Hessel Tel.: +49 (0) 89 / 9547627-647? E-Mail: email@example.com
15-Nov-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: DEPFA ACS BANK DAC Block 5 Irish Life Centre, Lower Abbey Street D01 P767 Dublin 1
Ireland Phone: +353 1 792 2222 Fax: +353 1 792 2211 E-mail: firstname.lastname@example.org Internet: www.depfa.com ISIN: DE000A0BCLA9 WKN: A0BCLA Listed: Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; London EQS News ID: 914399 End of Announcement DGAP News Service
914399 15-Nov-2019 CET/CEST