Österreichische Volksbanken-Aktiengesellschaft
EANS-Adhoc: ÖSTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT ANNOUNCES INVITATION TO MAKE OFFERS TO EXCHANGE CERTAIN SUPPLEMENTARY NOTES
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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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other
26.06.2013
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY PERSON RESIDENT AND/OR
LOCATED IN THE UNITED STATES OR TO ANY OTHER U.S. PERSON
ÖSTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT (the "Issuer") invites the
holders (the "Holders") of the following notes (the "Existing Notes")
4% bis 7% OEVAG ERG.KAP.ANL.04/14 (ISIN: AT0000438569)
10J.FRN Ergänzungskapitalanleihe 05-15 (ISIN: AT0000439708)
4,17% Ergänzungskapitalanleihe 05-15 (ISIN: AT0000439716)
Callable 13J.FRN Ergänzungskapitalanleihe 2005-2018 (ISIN: AT0000439732)
Kündbare 4,35% Ergänzungskapital 2005-2018 (ISIN: AT0000440029)
5,45% ÖVAG-Kündbare Ergänzungskapitalanleihe 2004-2019 (ISIN: AT0000438767)
Callable FRN Ergänzungskapitalanleihe 2006-2019 (ISIN: AT000B052840)
Step up to 8% Ergänzungskapital-Anleihe 2005-2020 (ISIN: AT0000439765)
5,5% / 6,375% OEVAG kündbare ERG.KAP.ANL. 04/24 (ISIN: AT0000438551)
5,65% / 6,375% OEVAG KB.ERG.KAP.AN.04/24 (ISIN: AT0000438577)
Kündbare 4,81% Ergänzungskapitalanleihe 05-2025 (ISIN: AT0000439724)
Kündbare 4,90% Ergänzungskapitalanleihe 2005-2025 (ISIN: AT0000439807)
to make offers to exchange (the "Offer") the Existing Notes into the following
newly issued notes (the "New Notes"):
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2018
(ISIN: AT000B115902)
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2019
(ISIN: AT000B115910)
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2020
(ISIN: AT000B115928)
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2024
(ISIN: AT000B115936)
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2025
(ISIN: AT000B115944)
The conditions of the Offer are set out on the tender offer memorandum dated 26
June 2013 (the "Tender Offer Memorandum"). Terms used herein shall have the same
meaning as in the Tender Offer Memorandum.
Reasons for the Offer
The reason for the Offer is the optimisation of the own funds structure of the
Issuer and the achievement of a capital effect for the Issuer's group.
The Offer shall give the Holders the opportunity to exchange their investment in
notes that previously have qualified as supplementary capital pursuant to § 23
sec 7 Austrian Banking Act into new notes which in future will constitute items
of supplementary capital pursuant to Art 60 of the regulation of the European
Parliament and of the Council on prudential requirements for credit institutions
and investment firms (Capital Requirements Regulation) published as a draft
version on 16 April 2013 by the European Parliament and which are subject to the
conditions and limitations set out therein, and thereby to continue their
investment in the Issuer.
Subject and Content of the Offer
Pursuant to the terms and conditions and in accordance with the provisions of
the Tender Offer Memorandum the Issuer invites all Holders to offer all their
Existing Notes in accordance with the terms of the Tender Offer Memorandum for
exchange into the New Notes listed below.
Each issue of Existing Notes may exclusively be exchanged into the issue of New
Notes listed below.
The Issuer shall not be obliged to accept any exchange offers.
Interim interest payments (Stückzinsen)on Existing Notes that are exchanged will
not be made.
Existing Notes may only be offered in the Offer in their principal amounts or
integral multiples thereof. To the extent that the application of the exchange
rate to the Existing Notes would result in a fraction of New Notes to be
delivered, such number shall be rounded to the next lower integral number of New
Notes, and the amount of Existing Notes corresponding to the fraction shall be
disregarded for purposes of the Offer. Each offer notice shall set out the total
principal amount of the offered Existing Notes.
Holders whose offer is accepted shall be entitled to participate in the exchange
as follows:
______________________________________________________________________________
| Existing Notes | New Notes | Exchange Rate (%) |
|_________________________|_________________________|__________________________|
|4% bis 7% OEVAG |Nachrangige FRN | 49.97|
|ERG.KAP.ANL.04/14 |Schuldverschreibungen | |
| |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|10J.FRN |Nachrangige FRN | 35.83|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|05.15 |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|4,17% |Nachrangige FRN | 38.13|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|05-15 |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|Callable 13J.FRN |Nachrangige FRN | 31.38|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|2005-2018 |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|Kündbare 4,35% |Nachrangige FRN | 37.28|
|Ergänzungskapital 2005- |Schuldverschreibungen | |
|2018 |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|5,45% ÖVAG-Kündbare |Nachrangige FRN | 48.35|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|2004-2019 |Volksbank AG 2013 - 2019 | |
|_________________________|_________________________|__________________________|
|Callable FRN |Nachrangige FRN | 23.80|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|2006-2019 |Volksbank AG 2013 - 2019 | |
|_________________________|_________________________|__________________________|
|Step up to 8% |Nachrangige FRN | 43.64|
|Ergänzungskapital-Anleihe|Schuldverschreibungen | |
|2005-2020 |Volksbank AG 2013 - | |
| |2020 | |
|_________________________|_________________________|__________________________|
|5,5% / 6,375% OEVAG |Nachrangige FRN | 55.11|
|kündbare ERG.KAP.ANL. 04/|Schuldverschreibungen | |
|24 |Volksbank AG 2013 - | |
| |2024 | |
|_________________________|_________________________|__________________________|
|5,65% / 6,375% OEVAG |Nachrangige FRN | 54.77|
|KB.ERG.KAP.AN.04/24 |Schuldverschreibungen | |
| |Volksbank AG 2013 - 2024 | |
| | | |
|_________________________|_________________________|__________________________|
|Kündbare 4,81% |Nachrangige FRN | 42.04|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|05-2025 |Volksbank AG 2013 - 2025 | |
|_________________________|_________________________|__________________________|
|Kündbare 4,90% |Nachrangige FRN | 42.22|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|2005-2025 |Volksbank AG 2013 - 2025 | |
|_________________________|_________________________|__________________________|
The exchange rate for each Note is calculated as the sum of the net present
value of the future redemption amount as of the final redemption date after
deduction of net losses which have accrued during the term of the Existing Notes
(§ 23 sec 7 Austrian Banking Act), plus a voluntary premium of up to 5
percentage points.
Notice is made to the risk factors presented in the Tender Offer Memorandum.
The New Notes
The New Notes will be offered pursuant to a base prospectus that was approved
by the FMA and published (the "Prospectus") concerning the "EUR 10.000.000.000
Programm zur Begebung von Schuldverschreibungen vom 29.05.2013 der
Österreichischen Volksbanken-Aktiengesellschaft". The Prospectus is available
for download on the website of the Issuer (www.volksbank.com) and may be
collected free of charge as paper version at the business address of the Issuer,
Kolingasse 14-16, 1090 Vienna, Austria, at usual business hours.
The terms and conditions of the New Notes which set out the rights and
obligations of the Issuer and the Holders are available on the website of the
Issuer under www.volksbank.com/anleihen.
The Holders should read the terms and conditions carefully and should make a
decision as whether to participate in the Offer or not only after they have
consulted their financial, tax and legal advisors. Explicit notice is made to
the risk factors and other information contained in the Prospectus.
Participation in the Offer
The Issuer will only accept offers in the context of the Offer (if the Issuer
decides to accept such offers in its free discretion) that have been made
through the submission of valid offer notices.
In order to offer Notes in the context of the Offer, a Holder shall submit via
the clearing system and in accordance with the requirements of the clearing
system a valid offer notice or shall procure that it will be submitted in the
Holder's name, which offer notice needs to be received by the Tender Agent prior
to the end of the offer.
Holders are advised to check with their bank, securities broker or other
intermediary through which they hold Notes, whether such bank, securities broker
or intermediary accepts instructions to participate in the Offer or (in the
limited circumstances in which a revocation of the offer is permitted) to revoke
instructions to participate in the Offer and, if yes, until when such
instructions need to be made in order for them to be forwarded to the Tender
Agent in time. The deadlines set by the clearing system for the making (and
revocation) of offer notices may be earlier than the deadlines set out in the
Tender Offer Memorandum.
Indicative Time Table
Date Event
26 June 2013 Announcement of the Offer
28 June 2013 Start of the Offer
The Tender Offer Memorandum is made available via the
Tender Agent and on the website of the Issuer (in
accordance with the restrictions set out in section
"Angebots- und Verbreitungsbeschränkungen" of the
Tender Offer Memorandum).
18 July 2013 17.00 (CET) End of the Offer
Last date on which the offer notices need to be
received by the Tender Agent.
23 July 2013 Publication of the acceptance and results of the Offer
26 July 2013 Settlement Date
Further Information
A comprehensive description of the terms and conditions of the Offer may be
found in the Tender Offer Memorandum. Questions in connection with the Offer
shall be directed to the Tender Agent and the Issuer:
ISSUER
Österreichische Volksbanken-Aktiengesellschaft
Kolingasse 14-16
1090 Vienna
Austria
http://www.volksbank.com/investor_relations
investorrelations@volksbank.com
Information requests in relation to the offer procedure and the participation in
the Offer shall be directed to the Tender Agent:
TENDER AGENT
Österreichische Volksbanken-Aktiengesellschaft
Kolingasse 14-16
1090 Vienna
Austria
Mr Gerald Hopfinger
gerald.hopfinger@volksbank.com
Tel.: +43 (0)50 4004 - 3229
A copy of the Tender Offer Memorandum shall be available for authorised persons
upon request from the Tender Agent.
Neither the Issuer, the Tender Agent nor any of their respective directors,
employees or affiliates makes any representation or recommendation whatsoever
regarding the Offer, or any recommendation as to whether Holders should tender
Notes in the Offer. This announcement must be read in conjunction with the
Tender Offer Memorandum. No invitation to acquire or exchange any Notes or to
make such an offer is being made pursuant to this announcement. Any such
invitation is only being made in the Tender Offer Memorandum, and any such
acquisition, exchange or acceptance of exchange offers shall be made solely on
the basis of information contained in the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important information which
should be read carefully before any decision is made with respect to the Offer.
If a Holder is in any doubt as to the action it should take, it is recommended
to seek its own advice, from its bank or asset manager, legal counsel, tax
advisor or other independent adviser.
Selling Restrictions
This notice does not constitute an offer to exchange or buy or a solicitation of
an offer to exchange or sell any Notes (and tenders of Notes in the Offer will
not be accepted from Holders) in any jurisdiction or circumstances in which such
offer or solicitation is unlawful.
The distribution of this notice may in certain jurisdictions be restricted by
law or regulation. Persons into whose possession this notice comes are required
by the Issuer and the Tender Agent to inform them about, and to observe, any
such restrictions.
United States
The Offer is not being made and will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of, a national
securities exchange of, the United States. This includes, without limitation,
facsimile transmission, telex, telephone, e-mail, the internet and other forms
of electronic communication. The Notes may not be tendered in the Offer by any
such use, means, instrumentality or facility from or within the United States or
by persons located or resident in the United States. Accordingly, copies of this
notice and any other documents or materials relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any persons located or resident
in the United States. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by a person located in the United States
or any agent, fiduciary or other intermediary acting on a non-discretionary
basis for a principal giving instructions from within the United States will be
invalid and will not be accepted. Each Holder of Notes participating in the
Offer will represent that it is not located in the United States and is not
participating in the Offer from the United States or it is acting on a non-
discretionary basis for a principal located outside the United States that is
not giving an order to participate in the Offer from the United States. For the
purposes of this and the above paragraph, "United States" means the United
States of America, its territories and possessions (including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the District of
Columbia.
United Kingdom
The communication of this notice and any other documents or materials relating
to the Offer is not being made and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general public in
the United Kingdom, and are only for circulation to persons outside the United
Kingdom or to persons within the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within
Article 49(2) of the Order, or to other persons to whom it may lawfully be
communicated in accordance with the Order.
Italy
None of the Offer, the Tender Offer Memorandum or any other documents or
materials relating to the Offer has been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). No
invitation to make an Offer is made in Italy. To the extent Offers are received
in Italy, the Offer is being carried out in the Republic of Italy ("Italy") as
an exempted offer pursuant to articles 100 and 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial
Services Act") and article 34-ter, paragraph 1 letter a) and 35-bis, paragraph
4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended ("CONSOB
Regulation").
Holders can in such case offer the Notes through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Existing Notes or this Offer.
Belgium
The Offer is not being made, directly or indirectly, to the public in Belgium.
The Tender Offer Memorandum has not been and will not be notified to nor
approved by the Belgian Financial Services and Markets Authority (Autorité des
services et marchés financiers/Autoriteit voor Financiële Diensten en Markten)
(the "Belgian FSMA")) and neither the Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been, or will be, approved by
the Belgian FSMA and, accordingly, the Offer may not be made in Belgium by way
of a public offering, as defined in Article 3 of the Law of 1 April 2007 on
public takeover bids or as defined in Article 3 of the Law of 16 June 2006 on
the public offer of investment instruments and the admission to trading of
investment instruments on regulated markets, each as amended or replaced from
time to time. Accordingly, the Offer may not be advertised or made (either
directly or indirectly) and neither the Tender Offer Memorandum nor any such
documents or materials may be distributed or made available (either directly or
indirectly) to any person in Belgium other than to "qualified investors", as
referred to in article 10 of the Law of 16 June 2006 on public offers of
investment instruments and the admission to trading of investment instruments on
a regulated market (as amended from time to time), acting for their own account.
Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued
only for the personal use of the above qualified investors and exclusively for
the purpose of the Offer.
Accordingly, the information contained in the Tender Offer Memorandum may not be
used for any other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Only qualified investors (investisseurs
qualifiés), other than individuals, acting for their own account, all as defined
in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French
Code Monétaire et Financier, are eligible to participate in the Offer. The
Tender Offer Memorandum and all other materials in connection with the Offer
have not been and may not be distributed publicly in France. The Tender Offer
Memorandum has not been and will not be submitted to or approved by the Autorité
des Marchés Financiers.
General
In addition to the representations referred to above, each Holder participating
in the Offer will also be deemed to give certain representations in respect of
the other jurisdictions referred to above and generally as set out in the Tender
Offer Memorandum. Any offer of Notes from a Holder that is unable to make these
representations will be rejected. Each of the Issuer, and the Tender Agent
reserves the right, in their absolute discretion, to investigate, in relation to
any offer of Notes whether any such representation given by a Holder is correct
and, if such investigation is undertaken and as a result the Issuer determines
(for any reason) that such representation is not correct, such offer may be
rejected.
The five biggest listed issues of Österreichische Volksbanken-Aktiengesellschaft
in terms of issue volume:
ISIN:
AT000B053442
AT000B115704
AT000B056544
AT000B058011
AT000B057492
The issues of Österreichische Volksbanken-Aktiengesellschaft are admitted on the
following stock exchanges:
Regulated unofficial market of Wiener Börse AG
Official trading of Wiener Börse AG
Regulated market of the Luxembourg Stock Exchange
Open Market of Berlin Stock Exchange
Open Market of Stuttgart Stock Exchange
Open Market of Frankfurt Stock Exchange
Further inquiry note:
Walter Gröblinger
Tel.: +43/ (0) 50 4004-0
E-Mail: walter.groeblinger@volksbank.com
end of announcement euro adhoc
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issuer: Österreichische Volksbanken-Aktiengesellschaft
Kolingasse 14-16
A-1090 Wien
phone: +43 0 50 4004-0
WWW: www.volksbank.com
sector: Banking
ISIN: AT0000755665
indexes: Standard Market Auction
stockmarkets: Regulated free trade: Wien, stock market: Prague Stock Exchange
language: English