| DEPFA BANK plc (81MS) Notice to Instrumentholders - Substitution of Issuer 22-Dec-2021 / 18:10 CET/CEST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
For Immediate Release 22 December 2021 DEPFA BANK plc THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (IF THEY ARE LOCATED IN THE UNITED KINGDOM), OR FROM OTHER APPROPRIATELY AUTHORISED INDEPENDENT PROFESSIONAL ADVISERS (IF THEY ARE LOCATED OUTSIDE OF THE UNITED KINGDOM). THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY. If you have recently sold or otherwise transferred your entire holding(s) of the Instruments as referred to below, you should immediately forward this notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. LONDON STOCK EXCHANGE COMPANY ANNOUNCEMENT NOTICE OF ISSUER SUBSTITUTION to the holders of the €13,000,000 CMS Spread Notes due 2025 (ISIN: XS0217459105) €18,700,000 CMS Linked EMTN due 2025 (ISIN: XS0221470486) (the "Instrumentholders" and the "Instruments", respectively of the Issuer presently outstanding) In this Notice, the capitalised terms not otherwise defined shall have the meaning given to them in the terms and conditions of the Instruments (the "Conditions"). The Instruments are listed on the Primary Market of the London Stock Exchange. NOTICE IS HEREBY GIVEN that, pursuant to and in compliance with Condition 18(d) (Substitution of Principal Debtor) of the Conditions: with effect from 16 December 2021, BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft ("BAWAG P.S.K." or the "Substituted Issuer") has assumed all of the rights and obligations of DEPFA BANK plc (the "Original Issuer") as Issuer under all outstanding Instruments (the "Substitution"); the Substituted Issuer is (a) deemed to be named in the Instruments and the Deed of Covenant in place of the Original Issuer as the principal debtor, issuer and party (in place of the Original Issuer) in the Instruments and the Deed of Covenant; and (b) obliged to perform the obligations of the Original Issuer under the Agency Agreement as fully as if the Substituted Issuer had been named in the Agency Agreement as the "Issuer" in respect of the Instruments; to effect the Substitution, the Substituted Issuer has entered into a deed poll dated 16 December 2021 (the "Deed Poll"); and BAWAG Group AG (the "Guarantor") has entered into a deed of guarantee dated 16 December 2021 pursuant to which the Guarantor has agreed to guarantee the obligations of the Substituted Issuer in respect of the Instruments (the "Guarantee"). Further information about risk factors in relation to the Substituted Issuer are set out in Schedule 1 (Risk Factors). Other information in relation to the Substituted Issuer can be found in Schedule 2 (The Substituted Issuer), information in relation to the Guarantor in Schedule 3 (The Guarantor) and general information in Schedule 4 (General Information) hereto. Copies of the Deed Poll and the Guarantee are available for physical inspection at the registered office of the Guarantor during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) and in electronic form via the Guarantor's website (www.bawaggroup.com), for the term of the Instruments. Instrumentholders with queries concerning the content of this Notice should contact the Original Issuer or the Substituted Issuer at the details set out below: DEPFA BANK plc Block 5 Irish Life Centre Abbey Street Lower Dublin 1 D01 P767 Ireland Attention: Legal Department Tel: +353 1 792 2296 BAWAG P.S.K. Wiedner Gürtel 11 1100 Vienna Austria Attention: Head of Funding and Collateral Management Tel: +43 5 9905 42056 Risk Factors References to the "Base Prospectus" refer to the base prospectus approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg dated 12 March 2021 prepared in connection with the €10,000,000,000 debt issuance programme by each of the Substituted Issuer and the Guarantor (as supplemented by a first supplement dated 30 April 2021, a second supplement dated 17 August 2021 and a third supplement dated 29 October 2021). A copy of the Base Prospectus is available for physical inspection at the registered office of the Substituted Issuer during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) and in electronic form on the website of the Substituted Issuer (accessible via: www.bawaggroup.com), for the term of the Instruments. Risks relating to the Substituted Issuer and the Guarantor On 15 February 2021, the Substituted Issuer signed an agreement to acquire from FMS Wertmanagement AöR the Original Issuer and its subsidiary, DEPFA ACS BANK DAC (the "Acquisition"). Following receipt of all regulatory approvals, the successful completion of the Acquisition was announced publicly on 19 November 2021 and the Substituted Issuer, the Original Issuer and the Guarantor became part of the same group of companies. The Guarantor is the sole shareholder of the Substituted Issuer and the Substituted Issuer is a wholly-owned subsidiary of the Guarantor. As a result of the Acquisition and for purposes of the Substitution, Instrumentholders are referred to the risk factors that are provided in the Base Prospectus under the section titled "Risk Factors - Risks relating to BAWAG Group, including BAWAG P.S.K. and BAWAG P.S.K. Group" and "Risk Factors -Risks relating to BAWAG". These risk factors are up to date for the purposes of this notice. The Substituted Issuer For the purposes of this Schedule 2, the Substituted Issuer will be referred to as the "Issuer". General The Issuer's legal name is "BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft". It is registered in the Austrian Companies Register (Firmenbuch, the "Companies Register") under registration number FN 205340 x as a stock corporation formed and operated under Austrian law with unlimited duration. Its head office is at Wiedner Gürtel 11, A-1100 Vienna, Austria (Tel. +43 (0) 599 05). The Issuer's Legal Entity Identifier (LEI) is 529900ICA8XQYGIKR372. The Issuer's website is https://www.bawagpsk.com. The information on this website, unless incorporated by reference elsewhere in this notice, is not part of this notice or the information memorandum dated 30 July 2004 prepared in connection with the €15,000,000,000 programme for the issuance of debt instruments by the Original Issuer and DEPFA ACS BANK DAC (the "Information Memorandum"). Pursuant to the Base Prospectus, the Issuer also has notes listed on the Vienna MTF of the Vienna Stock Exchange. The Issuer and its affiliates and subsidiaries are one of the leading full-service banking groups in Austria. The Issuer offers a full range of banking services with an emphasis on the retail business. It maintains current accounts, holds savings deposits, distributes investment, leasing and building society products, grants loans to individuals, corporations and federal and local authorities, operates an e-banking system for private and corporate customers, and issues letters of credit and guarantees. It also provides money transfer and foreign exchange services. The Issuer is also active in money and capital markets. It offers investment management and advisory services and acts as a broker for different exchanges and OTC-markets. Corporate history and development For further information on the corporate history and development of the Issuer, please see the section in the Base Prospectus titled "7.1.2 Corporate history and development". Statutory purpose and share capital According to section 4 of the Issuer's articles of association, its statutory purpose is to carry out banking transactions of the kind set out in § 1 (1) of the Austrian Banking Act (Bankwesengestz - "BWG"), including but not limited to transactions relating to deposits, current accounts, lending, discounting, custody, futures and options, securities, guarantees, securities underwriting, miscellaneous securities underwriting, third-party securities underwriting, capital financing, factoring, brokering and e-money business. The Issuer's registered share capital amounts to €250,000,000 and is divided into 250,000,000 non-par value shares, which carry equal participation interest in the share capital of the Issuer. All shares are registered shares. The share capital of the Issuer is fully paid up. Statutory auditors The independent auditor of the Issuer is KPMG, a member of the Austrian Chamber of Tax Advisors and Auditors (Kammer der Steuerberater und Wirtschaftsprüfer). KPMG audited the German-language originals of the audited consolidated annual financial statements as of and for the financial year ended 31 December 2020 (the "Audited Consolidated Annual Financial Statements of BAWAG P.S.K 2020") and the German-language originals of the audited consolidated annual financial statements as of and for the financial year ended 31 December 2019 (the "Audited Consolidated Annual Financial Statements of BAWAG P.S.K 2019"), prepared in accordance with IFRS as adopted by the EU. In each case, KPMG issued an unqualified auditor's report (uneingeschränkter Bestätigungsvermerk). The following documents are incorporated by reference in, and form part of, this notice: the original German language version of the Audited Consolidated Annual Financial Statements of BAWAG P.S.K. 2020 and the respective Auditor's Opinion, available at https://www.bawagpsk.com/linkableblob/-/521556/02e16d856b4350cc4bccb338a4fb505d/jahresfinanzbericht-2020-data.pdf; and the original German language version of the Audited Consolidated Annual Financial Statements of BAWAG P.S.K. 2019, available at https://www.bawagpsk.com/linkableblob/BAWAGPSK/503112/f76dca373835474dfeccc7414bfd145b/jahresfinanzbericht-2019-data.pdf and the respective Auditor's Opinion. In respect of English-language audited consolidated financial statements of the BAWAG Group (which includes the Issuer), Instrumentholders are referred to the Audited Consolidated Annual Financial Statements of BAWAG 2020, the Audited Consolidated Annual Financial Statements of BAWAG 2019 and the respective Auditor's Opinions. See the section in the Schedule 2 titled "Statutory Auditors" for further information. Organisational structure The Issuer is part of BAWAG Group (consisting of the Guarantor and its consolidated subsidiaries, the "BAWAG Group") and is a subsidiary of the Guarantor (see the section in the Base Prospectus titled "8.5 Major shareholders" for further information). For a description of the structure of BAWAG Group see the section in the Base Prospectus titled "7.2 Structure of BAWAG Group". The following table provides an overview of major and other important direct and indirect subsidiaries as well as branches of the Issuer as of the date of this notice:
Statement of no material adverse change / significant changes Except for the adverse market conditions described in the section in the Base Prospectus titled "7.3.2 Recent developments and outlook", there have been no material adverse changes in the prospects of the Issuer since the date of its last published audited financial statements, 31 December 2020 which would have a material impact on the Instruments. There has been no significant change in the financial performance of BAWAG P.S.K. Group since 31 December 2020, the end of the last financial period for which financial information has been published, to the date of this notice which would be material in the context of the Instruments. Recent developments and outlook For a description of recent developments and outlook of the Issuer and BAWAG P.S.K. Group see the description for BAWAG Group under the section in the Base Prospectus titled "7.3.2 Recent developments and outlook" as well as details of the Acquisition referred to in this notice. Administrative, management and supervisory bodies For a general description of the Issuer's two-tier board structure see the section in the Base Prospectus titled "7.4 Administrative, management and supervisory bodies" and for a description of the current members of the respective Management Board and Supervisory Board of the Issuer see the sections in the Base Prospectus titled "8.4.1.1 Current members of the Management Board" and "8.4.1.2 Current members of the Supervisory Board". The members of the Issuer's Management Board and Supervisory Board may be contacted at the Issuer's business address at Wiedner Gürtel 11, A-1100 Vienna, Austria. Administrative, management and supervisory bodies' potential conflicts of interest No potential conflicts of interest arising out of any agreements entered into by the Issuer in respect of the Instruments have been identified with respect to the members of the Issuer's Management Board or of its Supervisory Board where internal procedures or measures would not be sufficient to resolve any conflicts of interest. Major shareholders BAWAG Group AG is the sole shareholder of the Issuer. There are no arrangements known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer. Legal and arbitration proceedings For a description of legal and arbitration proceedings relating to the Issuer see the description of such proceedings for BAWAG Group below at Schedule 3 "Legal and arbitration proceedings" and under the section in the Base Prospectus titled "7.6 Legal and arbitration proceedings". Significant change in the financial position of BAWAG P.S.K. Group No significant change in the financial position of BAWAG P.S.K. Group has occurred since 31 December 2020. Ratings The Issuer is rated by Moody's Deutschland GmbH ("Moody's"). For further information on the text of the credit opinion from Moody's, see the section in the Base Prospectus titled "8.9 Ratings". The Guarantor General The Guarantor's legal name is "BAWAG Group AG". It is registered in the Austrian Companies Register (Firmenbuch, the "Companies Register") under registration number FN 269842 b as a stock corporation formed and operated under Austrian law with unlimited duration. Its business address is Wiedner Gürtel 11, A-1100 Vienna, Austria. The Guarantor is the holding company of the BAWAG Group, which consists of the Guarantor and its consolidated subsidiaries (the "BAWAG Group"). The Guarantor's Legal Entity Identifier (LEI) is 529900S9YO2JHTIIDG38. BAWAG Group's business is primarily conducted by BAWAG P.S.K. and its material subsidiaries (see the section in the Base Prospectus titled "7.2 Structure of BAWAG Group" for further information). For a description of the business activities of BAWAG Group, see the section in the Base Prospectus titled "9 Business Overview of BAWAG Group". The Guarantor also has notes listed on the Primary Market of the Vienna Stock Exchange. The Guarantor may be reached at its business address as well as by phone (+43 (0) 599 05) or by e-mail under office@bawaggroup.com. BAWAG Group's website is https://www.bawaggroup.com. The information on this website, unless incorporated by reference elsewhere in this notice, is not part of this notice or the Information Memorandum. Corporate history and development For further information on the corporate history and development of the Guarantor, please see the section in the Base Prospectus titled "8.1.2 Corporate history and development". Statutory purpose and share capital The purpose of the Guarantor according to section 2 of its articles of association is (a) the acquiring, holding, managing and disposing of participations in existing companies and businesses and/or companies and businesses to be established within Austria and abroad, including banks, indifferent in which corporate form; (b) the exercise of the management and holding functions in respect of participations pursuant to (a) as well as companies and businesses of BAWAG Group, including on the basis of corporate law, or on the basis of contractual agreements with companies and businesses of BAWAG Group, including the activity as and exercise of the functions of a financial holding; and (c) the provision of management services of any kind with respect to participations in companies and business of the BAWAG Group as well as contracts and other business relationships of the BAWAG Group with domestic and foreign contract partners. The Guarantor's registered share capital amounts to € 89,142,237.00 and is divided into 89,142,237 non-par-value shares, which carry equal participation interest in the share capital of the Guarantor. All shares are bearer shares. The share capital of Guarantor is fully paid up. For further information on the statutory purpose and share capital of the Guarantor please see the section in the Base Prospectus titled "7.1.3 Statutory purpose and share capital". Statutory auditors The independent auditor of the Guarantor is KPMG Austria GmbH Wirtschaftsprüfungs-und Steuerberatungsgesellschaft, Porzellangasse 51, 1090 Vienna, Austria ("KPMG"), a member of the Austrian Chamber of Tax Advisors and Auditors (Kammer der Steuerberater und Wirtschaftsprüfer). KPMG audited the German-language originals of the audited consolidated annual financial statements as of and for the financial year ended 31 December 2020 (the "Audited Consolidated Annual Financial Statements of BAWAG 2020") and the German-language originals of the audited consolidated annual financial statements as of and for the financial year ended 31 December 2019 (the "Audited Consolidated Annual Financial Statements of BAWAG 2019"), prepared in accordance with IFRS as adopted by the EU. In each case, KPMG issued an unqualified auditor's report (uneingeschränkter Bestätigungsvermerk). The following documents are incorporated by reference in, and form part of, this notice: the English translation of the Audited Consolidated Annual Financial Statements of BAWAG 2020 and the respective Auditor's Opinion, available at: https://www.bawaggroup.com/linkableblob/BAWAGGROUP/521368/7ad26cb2120032fecd93579ccf3f435a/full-year-financial-report-2020-data.pdf; and the English translation of the Audited Consolidated Annual Financial Statements of BAWAG 2019 and the respective Auditor's Opinion, available at: https://www.bawaggroup.com/linkableblob/BAWAGGROUP/501986/7276e75a633a2a14bd3080692488daec/full-year-financial-report-2019-data.pdf. Organisational structure The Guarantor is the parent company of BAWAG Group. The following tables provides an overview of major and other important direct and indirect subsidiaries as well as main operating branches of BAWAG Group as of the date of this notice:
Statement of no material adverse change / significant changes Except for the adverse market conditions described under the section in the Base Prospectus titled "7.3.2 Recent developments and outlook", there have been no material adverse changes in the prospects of the Guarantor since the date of its last published audited financial statements, 31 December 2020 in the context of the Instruments. There has been no significant change in the financial performance of BAWAG Group since 30 September 2021, the end of the last financial period for which financial information has been published, to the date of this notice in the context of the Instruments. Recent developments and outlook For further information in respect of the recent developments and outlook of the Guarantor, Instrumentholders are referred to the section in the Base Prospectus titled "7.3.2 Recent developments and outlook" and to the details of the Acquisition referred to in this notice. Administrative, management and supervisory bodies In accordance with Austrian law, a stock corporation (Aktiengesellschaft), such as the Guarantor, has a two-tier board structure comprising of the management board ("Management Board") and the supervisory board ("Supervisory Board"). The Management Board is responsible for the executive management and represents the company vis- à-vis third parties. The Supervisory Board is responsible for supervising the management and internal controls of the company. Members of the Management Board are appointed by the Supervisory Board. Members of the Supervisory Board are elected by the shareholders' meeting or delegated by shareholders afforded such a delegation right in the Articles of Association. Under Austrian co-determination rules, a stock corporation's works council has the right to delegate one works council representative to the Supervisory Board for every two shareholders' representatives at the Supervisory Board. The corporate bodies of the company are bound in particular by the Articles of Association, the rules of procedure for the Management Board (Geschäftsordnung für den Vorstand), the rules of procedure for the Supervisory Board (Geschäftsordnung für den Aufsichtsrat) (each as adopted by the Supervisory Board) and the Austrian Corporate Governance Code. The members of the Guarantor's Management Board and Supervisory Board may be contacted at the Guarantor's business address at Wiedner Gürtel 11, A-1100 Vienna, Austria. For further information regarding the members of the Guarantor's Management Board and Supervisory Board, Instrumentholders are referred to the tables provided under the sections of the Base Prospectus titled "7.4.1.1 Current members of the Management Board" and "7.4.1.2 Current members of the Supervisory Board". Administrative, management and supervisory bodies' potential conflict of interest No potential conflicts of interest arising out of any agreements entered into by the Guarantor in respect of the Instruments have been identified with respect to the members of the Guarantor's Management Board or of its Supervisory Board where internal procedures or measures would not be sufficient to resolve any conflicts of interest. Major shareholders As at the date of this notice, details of the major shareholders of the Guarantor provided in the section of the Base Prospectus titled "8.5 Major Shareholders" remain true and accurate. Legal and arbitration proceedings BAWAG Group is involved in legal and administrative proceedings as part of its ordinary business activities. Such proceedings in particular include lawsuits with customers and consumer protection associations such as the Chamber of Labour and the Consumer Information Association. Similar disputes and proceedings are also likely to arise in the future. For more information on the various legal and arbitration proceedings, Instrumentholders are referred to the section in the Base Prospectus titled "7.6 Legal and arbitration proceedings". Significant change in the financial position of the Guarantor No significant change in the financial position of the Guarantor has occurred since 30 September 2021 in the context of the Instruments. Ratings The Guarantor is currently not rated. For the ratings of the Guarantor's main operating subsidiary, BAWAG P.S.K., see the section in the Base Prospectus titled "8.9 Ratings". General Information Documents Available For as long as the Instruments are listed on the Primary Market of the London Stock Exchange, copies of the following documents may be inspected in physical format at the registered office of the Guarantor during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) and in electronic format via the Guarantor's website (www.bawaggroup.com), for the term of the Instruments: the documents listed under the section of the Base Prospectus titled "15.3 Documents available"; the Deed Poll; and the Guarantee. |
| ISIN: | DE000A0ABYA6 |
| Category Code: | MSCM |
| TIDM: | 81MS |
| LEI Code: | HRRVUBV0XN84YQZT6245 |
| Sequence No.: | 132032 |
| EQS News ID: | 1261410 |
| End of Announcement | EQS News Service |
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