DEPFA ACS BANK / Key word(s): Bond
14.10.2016 13:36
Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad Hoc Announcement - For immediate release
RE: Agreement by DEPFA ACS BANK and DEPFA Pfandbrief Bank International
S.A. to purchase their own covered bond securities from FMS Wertmanagement
AöR, to cancel them, and to sell assets to FMS-WM to reduce their cover
pools
14 October 2016
Issued on behalf of DEPFA ACS BANK and DEPFA Pfandbrief Bank International
S.A. (together, the "Issuers") in each case 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
Issuers and the covered bonds.
Background:
In July 2016, DEPFA ACS BANK ("DEPFA ACS") and DEPFA Pfandbrief Bank
International S.A. ("DEPFA PBI") announced that FMS Wertmanagement AöR
("FMS-WM"), the parent company of DEPFA BANK plc ("DEPFA" and collectively
with its subsidiaries DEPFA ACS and DEPFA PBI, the "DEPFA Group"), had
purchased certain asset covered securities ("ACS") issued by DEPFA ACS and
certain Lettres de Gage Publiques ("LdG" and together with the ACS, the
"covered bonds") issued by DEPFA PBI in the market and in the course of a
public tender in February 2016 and that FMS-WM continued to buy such
covered bonds in the market both in the form of global notes and registered
notes. The announcement also indicated that it could be expected as a next
step in the wind down plan for the DEPFA Group that the DEPFA Group's
liabilities could be reduced and the covered pools of DEPFA ACS and DEPFA
PBI adjusted accordingly.
Purchase of covered bonds:
The boards of FMS-WM and the DEPFA Group have approved a transaction
involving the purchase by DEPFA ACS and DEPFA PBI in early November 2016 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
4.0bn and the total nominal amount of the purchase of LdG (including global
notes and registered notes) of DEPFA PBI (rounded in Euros) is
approximately 0.8bln. The total nominal amount of the purchase of
registered notes of DEPFA ACS (rounded in Euros) is approximately Euro
1.5bln and the total nominal amount of the purchase of registered notes of
DEPFA PBI (rounded in Euros) is approximately Euro 0.5bln. The details of
the purchases of the global notes for DEPFA ACS and DEPFA PBI are set out
in the tables below:
Issuer: DEPFA ACS
<pre>
ISIN / Maturity Issuance Amount Principal Listing
Common Code Date Currency Purchased Amount
Outstanding
CA249575AG69 31/03/2025 CAD 297,629,000.00 2,371,000.00 London
CA249575AJ09 24/08/2035 CAD 349,450,000.00 550,000.00 Dublin
CH0022738105 13/10/2017 CHF 191,940,000.00 74,705,000.00 Swiss
CH0024021302 15/02/2019 CHF 140,640,000.00 59,360,000.00 Swiss
CH0026116084 31/07/2031 CHF 195,640,000.00 4,360,000.00 Swiss
DE000A0BCLA9 21/05/2019 EUR 551,300,000.00 448,700,000.00 Frankfurt
& Dublin
US249575AN19/ 16/03/2037 USD 934,211,000.00 28,390,000.00 Dublin
DE000A0LPMX0
XS0206924309 17/12/2024 CHF 50,000,000.00 - None
XS0235645214 05/12/2025 EUR 100,000,000.00 - None
XS0239624546 22/12/2030 USD 65,000,000.00 - None
</pre>
Issuer: DEPFA PBI
<pre>
ISIN / Maturity Issuance Amount Principal Listing
Common Code Date Currency Purchased Amount
Outstanding
CH0026463577 31/08/2020 CHF 304,995,000.00 92,005,000.00 Swiss
XS0294671291 20/04/2027 CHF 50,000,000.00 - None
</pre>
It is the intention of both DEPFA ACS and DEPFA PBI that they would
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 4.2bln (in nominal value) of
public sector assets and approximately Euro 1.1bln (in nominal value) of
public sector assets from DEPFA PBI. This is a further step in the wind
down plan as identified in the prior announcement to help reduce the cover
pools of both DEPFA ACS and DEPFA PBI.
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 Group buyback policy:
Since 2010 (as reported in its annual reports) DEPFA ACS has from time to
time bought back its ACS on the market on a reverse enquiry basis and at
prevailing market prices. The same reverse enquiry policy has been in place
for DEPFA PBI with regard to its LdG. Whether or not DEPFA accepts such
enquiries is dependent on a number of factors including legal, regulatory
and commercial considerations. These considerations remain for DEPFA ACS
and DEPFA PBI for any future reverse enquiries of their outstanding ACS or
LdG. Since the announcement in January 2016 of FMS-WM's tender offer to
certain ACS and LdG noteholders DEPFA has referred all reverse enquiries to
FMS-WM's treasury department. In principle DEPFA ACS and DEPFA PBI remain
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 DEPFA Group ACS or
LdG or purchases additional DEPFA Group ACS or LdG in the market, DEPFA ACS
and DEPFA PBI remain 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 in order to wind down the DEPFA Group. FMS-WM
acquired DEPFA on 19 December 2014.
Media Contacts for DEPFA, the Issuers and FMS-WM
For DEPFA BANK plc and the Issuers:
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
14.10.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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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); London
End of Announcement DGAP News-Service
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DGAP-Adhoc: DEPFA ACS BANK: Agreement by DEPFA ACS BANK and DEPFA Pfandbrief Bank International S.A. to purchase their own covered bond securities from FMS Wertmanagement AöR, to cancel them, and to sell assets to FMS-WM to reduce their cover pools
| Source: EQS Group AG