DGAP-Adhoc: DEPFA BANK plc: Proposed Tender Offer by FMS-WM

DEPFA BANK plc / Key word(s): Tender Offer 19.01.2016 12:00 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad Hoc Announcement - For immediate release RE: Proposed Tender Offer by FMS-WM for certain Covered Bonds of DEPFA ACS BANK and DEPFA PFANDBRIEF BANK INTERNATIONAL S.A. 19 January 2016 Issued on behalf of the following companies in respect of their listed debt: DEPFA BANK plc ("DEPFA") DEPFA ACS BANK DEPFA Pfandbrief Bank International S.A. FMS Wertmanagement AöR ("FMS-WM"), the parent company of DEPFA, has informed DEPFA and today announced the launch of a tender offer inviting holders of certain Asset Covered Securities in DEPFA ACS BANK and certain Lettres de Gage Publiques in DEPFA Pfandbrief Bank International S.A. (formerly Hypo Pfandbrief Bank International S.A.) to tender their covered bonds for purchase by FMS-WM for cash (the "Tender Offers"). FMS-WM has issued separate launch announcements for the Tender Offers on the Irish Stock Exchange: one for EUR and CHF currencies (the "Euro and Swiss Franc Offers") and another for USD and CAD currencies (the "USD and CAD Offers"). The Tender Offers are subject to separate tender offer memoranda each dated 19th January 2016. The Euro and Swiss Franc Offers The Euro and Swiss Franc Offers relate to the covered bonds issued by DEPFA ACS BANK and DEPFA Pfandbrief Bank International S.A. as more particularly set out in the table below: <pre> Title of Series ISIN/ Princi- Benchmark CHF Euro Amount pal Rate Pur- Purc- subject Com- Amount chase hase to mon Outsta- Spr- Spread relevant Code nding ead Offer (i) Euro Notes DEPFA ACS Bank DE00 EUR EUR Notes N/A 0 bps Any and EUR1,000,000,000 4.875 0A0B 1,000,0 Interpolated all per cent. ACS Instruments CLA9 00,000 Mid-Swap due 2019 Rate (ii) CHF Notes DEPFA ACS Bank CH00 CHF CHF Notes 10 N/A Any and CHF300,000,000 2.125 per 2273 266,645 due 2017 bps all cent. Asset Covered 8105 ,000 Interpolated Securities Instruments Mid-Swap due 2017 Rate DEPFA ACS Bank CH00 CHF CHF Notes 15 N/A Any and CHF200,000,000 2.375 per 2402 200,000 due 2019 bps all cent. Asset Covered 1302 ,000 Interpolated Securities Instruments Mid-Swap due 2019 Rate DEPFA Pfandbrief Bank CH00 CHF CHF Notes 75 N/A Any and International S.A. 2646 397,000 due 2020 bps all CHF400,000,000 3.125 per 3577 ,000 Interpolated cent. Lettres de gage Mid-Swap publiques due 2020 Rate DEPFA ACS Bank CH00 CHF CHF Notes 20 N/A Any and CHF200,000,000 3.250 per 2611 200,000 due 2031 bps all cent. ACS Instruments due 6084 ,000 Interpolated 2031 Mid-Swap Rate </pre> Purchase Prices for the Euro and Swiss Franc Offers FMS-WM has indicated that the purchase price for the Euro and Swiss Franc Offers will be determined at or around 11.00 a.m. (CET) on 2 February 2016 in a manner described in the relevant tender offer memorandum by reference to: (i) in respect of the Euro Notes, the annualised sum (the "Euro Purchase Yield") of: (x) the Euro Purchase Spread specified in the table above under the heading "Euro Notes"; and (y) the relevant Benchmark Rate specified in the table above under the heading "Benchmark Rate"; (ii) in respect of each Series of the CHF Notes, the annualised sum (such annualised sum, in respect of each relevant Series of CHF Notes, the "CHF Purchase Yield") of: (x) the relevant CHF Purchase Spread specified in the table above under the heading "CHF Notes"; and (y) the relevant Benchmark Rate specified in the table above under the heading "Benchmark Rate". Each purchase price will be determined in accordance with market convention and expressed as a percentage of the principal amount of the notes of the relevant series accepted for purchase pursuant to the relevant offer, and is intended to reflect a yield to maturity of the notes of the relevant series on the settlement date based on the relevant Purchase Yield. Specifically, the Purchase Price applicable to the notes of a particular series will equal (a) the value of all remaining payments of principal and interest on the relevant series up to and including the scheduled maturity date of the relevant series, discounted to the settlement date at a discount rate equal to the relevant Purchase Yield, minus (b) accrued interest for such series. FMS-WM has indicated that it will also pay an accrued interest payment in respect of notes accepted for purchase pursuant to the offers. The USD and CAD Offers The USD and CAD Offers relate to the covered bonds issued by DEPFA ACS BANK as more particularly set out in the table below: <pre> Principal Bloomb- Fixed Amount erg Title of Fixed Outstand- Refere- Spr- Rate Note ISIN CUSIP ing Benchmark Rate nce Page ead DEPFA ACS Bank 144A: 2495 U.S.$962, USD Securities ICAU1 80 5.125% Asset US2495 75AN1 601,000 Interpolated Mid- bps Covered Securities 75AN19 Swap Rate due 2037 Reg S: DE000A 0LPMX0 DEPFA ACS Bank CA2495 2495 CAD300,00 CAD Securities ICAC1 50 5.250% ACS 75AG69 75AG6 0,000 due 2025 bps Instruments due Interpolated Mid- 2025 Swap Rate DEPFA ACS Bank CA2495 2495 CAD350,00 CAD Securities ICAC1 85 4.900% ACS 75AJ09 75AJ0 0,000 due 2035 bps Instruments due Interpolated Mid- 2035 Swap Rate </pre> Purchase Price for the USD and CAD Offers: USD Securities FMS-WM has indicated that the purchase price for the USD Securities will be calculated in accordance with market convention so as to result in a price as of the settlement date that equates to a yield to the maturity date for the USD Securities equal to the sum of: (i) the USD Securities Interpolated Mid-Swap Rate calculated as described in the tender offer memorandum, plus (ii) the applicable Fixed Spread for the USD Securities as indicated in the table above and further described in the tender offer memorandum. This sum with respect to the USD Securities is referred to in the tender offer memorandum as the "USD Repurchase Yield". Specifically, the USD Purchase Price per U.S.$1,000 principal amount of USD Securities will equal: (i) the present value per U.S.$1,000 principal amount of all remaining payments of principal and interest on the USD Securities to be made to (and including) the maturity date of USD Securities, discounted to the settlement date at a discount rate equal to the USD Repurchase Yield, minus (ii) accrued interest on the USD Securities per U.S.$1,000 principal amount of such USD Securities, with such purchase price rounded to the nearest U.S.$0.01 with U.S.$0.005 being rounded up. The total consideration payable to each holder in respect of USD Securities validly tendered (and not validly withdrawn) and accepted for purchase by FMS-WM will be an amount in cash equal to (i) the USD Purchase Price multiplied by each U.S.$1,000 in aggregate principal amount of USD Securities tendered and delivered by such holder and accepted by FMS-WM for purchase, plus (ii) any accrued interest payable in respect of the USD Securities. CAD Securities In respect of each series of CAD Securities, the CAD Purchase Price for the CAD Securities of such series accepted for purchase by FMS-WM will be calculated in accordance with market convention so as to result in a price as of the settlement date that equates to a yield to the maturity date for the applicable series of CAD Securities equal to the sum of: (i) the relevant CAD Benchmark Rate calculated as described in the tender offer memorandum, plus (ii) the applicable Fixed Spread for the relevant series of CAD Securities as indicated in the table above and further described in the tender offer memorandum. This sum with respect to each series of CAD Securities is referred to in the Tender Offer Memorandum as the "CAD Repurchase Yield" for such series. Specifically, the CAD Purchase Price per CAD1,000 principal amount of each series of CAD Securities will equal: (i) the present value per CAD1,000 principal amount of all remaining payments of principal and interest on such CAD Securities to be made to (and including) the maturity date of such CAD Securities, discounted to the settlement date at a discount rate equal to the relevant CAD Repurchase Yield, minus (ii) accrued interest on the relevant series of CAD Securities per CAD1,000 principal amount of such CAD Securities, with such purchase price rounded to the nearest CAD0.01 with CAD0.005 being rounded up. Potential further offers: FMS-WM has also informed DEPFA that it may conduct further activities to purchase other outstanding DEPFA group covered bonds and notes in particular covered bonds with maturities in 2020 and beyond, which are not currently targeted by these tender offers, in particular by way of bilateral agreements with the current holders of such bonds and notes or otherwise. FURTHER INFORMATION for the Euro and Swiss Franc Offers Lucid Issuer Services Limited has been appointed by FMS-WM as tender agent and Deutsche Bank AG, London Branch has been appointed as dealer manager in connection with the Euro and Swiss Franc Offers. DEALER MANAGER Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Tel: +44 20 7545 8011 Attention: Liability Management Group Email: liability.management@db.com TENDER AGENT Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA Telephone: +44 20 7704 0880 Attention: Paul Kamminga Email: depfa@lucid-is.com Website: http://www.lucid-is.com/depfa FURTHER INFORMATION for the USD and CAD Offers Lucid Issuer Services Limited and Equity Financial Trust Company have been appointed by FMS-WM as tender agents and Deutsche Bank Securities Inc has been appointed as dealer manager in connection with the Euro and Swiss Franc Offers. DEALER MANAGER Deutsche Bank Securities Inc. +1 (212) 250 2955 / +44 20 7545 8011 liability.management@db.com GLOBAL TENDER AGENT Lucid Issuer Services Limited +44 20 7704 0880 Email: depfa@lucid-is.com CANADIAN TENDER AGENT Equity Financial Trust Company Telephone: +1 416-607-7889 Email: TMXEcorporateactions@tmx.com Media Contacts for DEPFA and FMS-WM For DEPFA BANK plc: 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 19.01.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: DEPFA BANK plc 1, Commons Street Dublin 1 Ireland Phone: +353 1 792 2222 Fax: E-mail: info@depfa.com Internet: www.depfa.com ISIN: DE000A0AUJ90 WKN: A0AUJ9 Listed: Regulated Market in Frankfurt (General Standard); London End of Announcement DGAP News-Service ---------------------------------------------------------------------------