DEPFA ACS BANK, DE000A0BCLA9

DEPFA ACS BANK, DE000A0BCLA9

12.10.2017 - 16:09:41

Agreement by DEPFA ACS BANK to purchase their own covered bond securities from FMS Wertmanagement AöR, to cancel them, and to sell assets to FMS-WM to reduce its cover pool

Ad Hoc Announcement - For immediate release

RE: Agreement by DEPFA ACS BANK to purchase their own covered bond securities from FMS Wertmanagement AöR, to cancel them, and to sell assets to FMS-WM to reduce its cover pool

12 October 2017

Issued on behalf of DEPFA ACS BANK ("DEPFA ACS" or the "Issuer") in respect of its covered bonds (as defined below) listed on a trading venue within the scope of Regulation (EU) No. 596/2014 (the "Market Abuse Regulation"). The Market Abuse Regulation requires disclosure of inside information relating to the Issuer and the covered bonds.

Background: In January 2016 FMS Wertmanagement AöR ("FMS-WM"), the parent company of DEPFA BANK plc ("DEPFA plc", together with the Issuer, "DEPFA"), announced a public tender for covered bonds issued by DEPFA ACS ("covered bonds" or "ACS"). In July 2016 DEPFA announced that FMS-WM had purchased an aggregate nominal amount of Euro 4.8bln of ACS and that FMS-WM continued to buy such covered bonds in the market. On 4 November 2016 DEPFA announced the completion of a buyback by the Issuer from FMS-WM of approximately Euro 4.0bln in total nominal amount of ACS and a sale to FMS-WM of an equivalent value of public sector assets. On 15 September 2017, FMS-WM announced that it held a nominal value of Euro 2 bln of DEPFA bonds (ACS). FMS-WM also indicated in the press release that additional measures were planned for the second half of 2017 to further reduce DEPFA's total assets.

Purchase of covered bonds: The relevant corporate bodies of FMS-WM and the boards of DEPFA have approved a transaction involving the purchase by DEPFA ACS in early November 2017 of a certain number of their covered bonds currently held by FMS-WM. The total nominal amount of the purchase of ACS (including global notes and registered notes) of DEPFA ACS (rounded in Euros) is approximately Euro 2.0bn. The total nominal amount of the purchase of registered notes of DEPFA ACS (rounded in Euros) is approximately Euro 1.1bln. The details of the purchase of the global notes for DEPFA ACS are set out in the table below:

Issuer: DEPFA ACS

ISIN / Common Code Maturity Date Issuance Currency Amount Purchased(issuance currency) Principal Amount Outstanding(issuance currency) Listing XS0246642523 20/03/2026 USD 100,000,000.00 0.00 Luxembourg XS0225861060 11/08/2032 USD 50,000,000.00 0.00 Dublin US249575AN19 / DE000A0LPMX0 16/03/2037 USD 1,000,000.00 27,390,000.00 Dublin XS0209003697 07/01/2020 EUR 400,000,000.00 0.00 London XS0244760061 20/10/2021 EUR 100,000,000.00 0.00 Not listed XS0259316882 30/06/2021 EUR 75,000,000.00 0.00 Not listed XS0215668376 01/04/2020 EUR 50,000,000.00 0.00 Dublin XS0236319975 08/12/2025 EUR 50,000,000.00 0.00 Not listed XS0218532249 20/05/2020 EUR 25,000,000.00 25,000,000.00 Dublin XS0222699091 21/06/2020 EUR 10,000,000.00 0.00 Frankfurt XS0277535075 25/05/2031 EUR 10,000,000.00 0.00 Not listed  

It is the intention of DEPFA ACS to purchase these covered bonds and cancel them.

Sale of assets: Immediately following the covered bond purchase described above FMS-WM will purchase from DEPFA ACS approximately Euro 2.0bln (in nominal value) of public sector assets. This is a further step in the wind down plan to help reduce the cover pool of DEPFA ACS.

Purchase price and pricing mechanism: The purchase price of both the covered bonds and the public sector assets will be conducted on an arm's length basis and assessed at fair market value.

The pricing mechanism for arriving at the purchase price of a covered bond will be the sum of the value of all remaining payments of principal and interest discounted at the relevant purchase yield. The purchase yield of a covered bond is subject to market conditions and as such will depend, inter alia, on the relevant interest rate curve, purchase spread and applicable market conventions for each covered bond which will vary depending on the specific commercial characteristics for each covered bond.

DEPFA ACS buyback policy: As published last October 2016: DEPFA ACS has from time to time bought back its ACS on the market on a reverse enquiry basis and at prevailing market prices. Whether or not DEPFA ACS accepts such enquiries is dependent on a number of factors including legal, regulatory and commercial considerations. These considerations remain for DEPFA ACS for any future reverse enquiries of their outstanding ACS. Since January 2016 DEPFA has referred all reverse enquiries to FMS-WM's treasury department. In principle DEPFA ACS remains receptive to future reverse enquiries for their covered bonds at fair market prices however such enquires should be made to FMS-WM in the first instance. To the extent that FMS-WM holds outstanding ACS or purchases additional ACS in the market, DEPFA ACS remains interested in buying back such further covered bonds from FMS-WM at fair market prices with a view to cancelling them subject to the same legal, regulatory and commercial considerations.FMS-WM FMS-WM was founded in July 2010 as a German state owned wind down agency in order to wind up risk positions and non-strategic operations of the former Hypo Real Estate Holding AG group in a manner aimed at maximizing the value of the relevant assets. In May 2014 FMS-WM was instructed to take over the whole share capital of DEPFA plc in order to wind down the DEPFA Group. FMS-WM acquired DEPFA plc on 19 December 2014.

Media Contacts for DEPFA and FMS-WM For DEPFA: Rachel Martin Head of Communications Tel.: +353 1 792 2144 rachel.martin@depfa.com

For FMS-WM: Andreas Henry Head of Communications Tel.: +49-89- 9547627 250 andreas.henry@fms-wm.de

12-Oct-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language: English Company: DEPFA ACS BANK 1, Commons Street Dublin 1 Dublin

Ireland Phone: +353 1 792 2222 Fax: +353 1 792 2211 E-mail: info@depfa.com 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   End of Announcement DGAP News Service

618525  12-Oct-2017 CET/CEST

@ dgap.de

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