DZ BANK PERPETUAL FUNDING ISSUER (JERSEY) LIMITED
Announcement for audited financial statements
St. Helier / Jersey, Channel Islands (euro adhoc) -
Announcement for the audited financial statements
ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
balance/Audited Financial Statement
The financial statement is available: in the internet at: www.dzbank.de in the internet on: November 03, 2008 further information: Audited financial statements for the year ended 31 December 2007
DZ BANK PERPETUAL FUNDING ISSUER (JERSEY) LIMITED
Audited financial statements
For the
year ended
31 December 2007
RCG/CAD/115230/0001/2540228v4
TABLE OF CONTENTS
| | |Page | | | | | |Report of the directors | |2-4 | | | | | |Independent auditor's report | |5 | | | | | |Income statement | |6 | | | | | |Statement of changes in | |6 | |equity | | | | | | | |Balance sheet | |7 | | | | | |Cash flow statement |8 | | | | |Notes to the financial statements |9-17 | | | | | | | | | | | | | | | | | | | | |
REPORT OF THE DIRECTORS
The directors herewith present the audited financial statements of DZ BANK Perpetual Funding Issuer (Jersey) Limited (the "Company") for the year ended 31 December 2007.
Incorporation
The Company was incorporated in Jersey, Channel Islands on 1 September, 2005, as a Public Company with limited liability.
Activities
The Company was incorporated as a special purpose vehicle for the purpose of
participating in a structured Tier 1 capital financing programme (the
"Programme"), arranged by and for DZ BANK AG Deutsche Zentral -
Genossenschaftsbank, Frankfurt and Main ("DZB"). Under the Programme, the
Company issues, from time to time, Tier I Perpetual Limited Recourse Securities
(the "Notes") up to a maximum aggregate principal amount of E1,000,000,000 (or
its equivalent in any other currency).The proceeds from the sale of Notes are used by the Company to purchase classes of preference shares (the "Preferred Securities") issued by DZ BANK Perpetual Funding (Jersey) Limited (the "Funding Company"), a wholly owned subsidiary of DZB.
In turn, the Funding Company uses the proceeds of the issue of the Preferred
Securities to purchase subordinated notes issued by DZB ("Initial Debt
Securities"). The Preferred Securities issued by the Funding Company are on
terms that reflect exactly those of the Initial Debt Securities. Income
received by the Funding Company under the Initial Debt Securities is paid by
way of dividends to the Company, as holder of the Preferred Securities, and is
available for distribution to the holders of the Notes.The Company commenced activities on 9 January, 2006, with the first issuance of
Notes ("Class VI") under the Programme.A second issuance of Notes was made on 13 February, 2006 ("Class VII"), a third
issuance of Notes was made on 17 March, 2006 ("Class I") and a fourth issuance
of Notes was made on 4 September 2006, (Class VIII). The proceeds of these
issues have been used to acquire further Preferred Securities from the Funding
Company.During the year the Company issued two further series. The fifth series was
issued on 16 April 2007 ("Class IX") and the sixth series was issued on 4
September 2007 ("Class X").Results
The results of the Company for the year ended 31 December 2007 are set out on page 6. The profit for the year was E 14,627,609 (2006 E 5,615,900).
The directors do not propose the payment of a dividend in respect of the ordinary shares (2006 ENil).
REPORT OF THE DIRECTORS (continued)
Directors
The directors who held office during the year and subsequently were as follows:
Richard Charles Gerwat
Shane Michael Hollywood
None of the directors has any beneficial interest in the share capital of the Company.
Auditors
Ernst & Young LLP Unity Chambers 28 Halkett Street St. Helier, Jersey JE1 1EY
The auditors, Ernst & Young LLP, have expressed their willingness to continue in office. A resolution that Ernst & Young LLP be re-appointed as the Company's auditors will be put to the forthcoming Annual General Meeting of the Company.
Secretary
Bedell Secretaries Limited was appointed on 6 September 2005.
Registered office
26 New Street St. Helier Jersey JE2 3RA
REPORT OF THE DIRECTORS (continued)
Statement of directors' responsibilities
The directors are responsible for preparing the financial statements in accordance with applicable Jersey law and generally accepted accounting principles.
The Companies (Jersey) Law 1991 (the "Law") requires the directors to prepare for each financial period, financial statements that give a true and fair view of the state of affairs of the Company as at the end of the financial period and the results of the Company for the period. In preparing these financial statements, the directors should:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed; and
- prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Law. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
By order of the Board
__________________________ Authorised Signatory Bedell Secretaries Limited Company Secretary
7 February 2008
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DZ PERPETUAL FUNDING ISSUER (JERSEY) LIMITED
We have audited the company's financial statements for the year ended 31 December 2007 which comprise the Income Statement, Statement of Changes in Equity, Balance Sheet, Cash Flow Statement, and the related notes 1 to 16. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Article 110 of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors The directors are responsible for the preparation of the financial statements in accordance with applicable Jersey law as set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies (Jersey) Law 1991. We also report to you if, in our opinion, the company has not kept proper accounting records or if we have not received all the information and explanations we require for our audit.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view, in accordance with International Financial Reporting Standards, of the state of the company's affairs as at 31 December 2007 and of its profit for the year then ended and have been properly prepared in accordance with the Companies (Jersey) Law 1991.
Jersey, Channel Islands Date: 8 February 2008
INCOME STATEMENT For the year ended 31 December 2007
| | | | | | | |Income receivable from available for | |5| |14| | |sale securities | | | |,6| | | | | | |28| | | | | | |,0| | | | | | |00| | | | | | | | | |Expense | | | | | | |Exchange loss | | |(420) | |- | | | | | | | | |Profit on ordinary activities for the| | |14,627,60| |5,615,900 | |year | | |9 | | | | | | | | | | |Notes |2007 | |2006 | | | |E | |E | |ASSETS | | | | | |Non-current assets | | | | | |Available for sale securities |8 |345,800,000 | |259,000,000 | | | | | | | | | | | | | |Current assets | | | | | |Cash and cash equivalents | |4,611 | |2 | |Debtors |9 |- | |5,000 | | | |4,611 | |5,002 | | | | | | | | | | | | | |TOTAL ASSETS | |345,804,611 | |259,005,002 | | | | | | | | | | | | | | | | | | | |EQUITY | | | | | |Share capital |10 |2 | |2 | |Notes |11 |360,000,000 | |260,000,000 | |Retained earnings | |4,609 | |5,000 | |Available for sale reserve |12 |(14,200,000)| |(1,000,000) | |TOTAL EQUITY | |345,804,611 | |259,005,002 | | | | | | |
The financial statements were approved by the board of directors on 7 February 2008 and signed on its behalf by:
__________________ __________________
Director Director
The notes on pages 9 to 17 form an integral part of these financial statements.
CASH FLOW STATEMENT For the year ended 31 December 2007
| | | | | | | |Notes |2007 | |2006 | | | |E | |E | | | | | | | |Net cash flow from operating | |4,609 | |- | |activities | | | | | | | | | | | |Investing activities | | | | | |Investment in Preferred |8 |(100,000,000| |(260,000,000)| |Securities | |) | | | |Income received on Preferred |5 |14,628,000 | |5,610,900 | |Securities | | | | | |Net cash outflow from investing | |(85,372,000)| |(254,389,100)| |activities | | | | | | | | | | | | | | | | | |Financing activities | | | | | |Issue of Notes |11 |100,000,000 | |260,000,000 | |Distributions paid on the Notes |7 |(14,628,000)| |(5,610,900) | |Net cash inflow from financing | |85,372,000 | |254,389,100 | |activities | | | | | | | | | | | |Increase in cash during the year| |4,609 | |2 |
|Cash at beginning of year | |2 | |- |
|Cash at end of year | |4,611 | |2 |
Reconciliation of operating profit to net cash flow from operating activities
| | |2007 | |2006 | | | |E | |E | | | | | | | |Operating profit for the year | |14,627,609 | |5,615,900 | |Adjustments: | |Decrease in debtors | |5,000 | |(5,000) | |Income received on Preferred | |(14,628,000)| |(5,610,900) | |Securities | | | | | |Net cash flow from operating | |4,609 | |- | |activities | | | | |
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2007
General
The Company is a public limited company incorporated in Jersey, Channel
Islands. The principal activities of the Company are described in the
Report of the Directors.The financial statements are prepared in Euro (E) which reflects the
economic structure of the underlying events and circumstances relevant to
the CompanyStatement of Compliance
The financial statements of the Company have been prepared in accordance
with International Financial Reporting Standards ("IFRS").Summary of significant accounting policies
The financial statements are prepared on a historical cost basis, except
for available for sale investments that have been measured at fair value.
The principal accounting policies are set out below:The Company has adopted 'IFRS7 Financial Instruments: Disclosures' during
the year. Adoption of this revised standard did not have any effect on the
financial performance or position of the Company. It did however give rise
to additional disclosures.Adopted IFRS Not Yet Applied
The Company has not applied the following International Financial
Reporting Standard that has been issued but is not yet effective. Any
other standards issued but not yet effective are not listed below since
they are not relevant to the Company.IAS 1 Amendment- Presentation of Financial Statements
Income and expenditure
Income on the available for sale financial assets is recognised when the
Company's right to receive payment of the Income is established.All expenses are borne by DZB with no recourse against the Company.
Dividends
Under IAS 10 'Events after the Balance Sheet date', proposed dividends are
not considered to be a liability until the dividends are approved by the
directors of the company for interim dividends or the shareholders of the
company, at the annual general meeting, for final dividends.Under IFRS dividends are recorded in the period in which they are
approved.NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2007
Summary of significant accounting policies (continued)
Investments
The Preferred Securities are recognised as available for sale financial
assets ("AFS"). AFS assets are measured at fair value with fair value
gains or losses recognised directly in equity.The Company has recognised the Preferred Securities as AFS as they are not
classified as loans and receivables, held-to-maturity investments, are not
held for trading and have not been designated as at fair value through
profit or loss on initial recognition.After initial measurement AFS are measured at fair value with unrealised
gains or losses recognised directly in equity until the AFS is
derecognised or determined to be impaired at which time the cumulative
gain or loss previously recorded in equity is recognised in profit or
loss.Cash and cash equivalents
Cash comprises cash on hand. Cash equivalents are short term, highly
liquid investments convertible to known amounts of cash and subject to
insignificant changes in value. As of 31 December 2007, the Company held
no cash equivalents.Taxation
Under Article 123A of the Income Tax (Jersey) law 1961, as amended, the
Company has obtained Jersey exempt company status for the year and is
therefore exempt from Jersey income tax on non Jersey source income and
bank interest (by concession) upon payment of a £600 annual exempt company
fee.Audit fees
The audit fees in respect of the Company for the year are £9,010 (2006:
total fees and disbursements of £8,500). These fees are borne by DZB with
no recourse against the Company.Income receivable from available for sale securities
| | |2007 | |2006 | | | |E | |E | | | | | | | |Class VI | |2,500,500 | |1,476,500 | |Class VII | |4,828,000 | |2,801,000 | |Class I | |517,000 | |306,400 | |Class VIII | |4,955,000 | |1,027,000 | |Class IX | |1,166,000 | |- | |Class X | |661,500 | |- | | | |14,628,000 | |5,610,900 |
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2007
Transaction fee
| | |2007 | |2006 | | | |E | |E | | | | | | | |Transaction fee | |- | |5,000 | | | | | | |
Pursuant to the dealer agreement, the Company was entitled to a one off transaction fee in return for agreeing to take part in the Programme.
Distributions paid on the Notes
| | |2007 | |2006 | | | |E | |E | | | | | | | |Class VI | |2,500,500 | |1,476,500 | |Class VII | |4,828,000 | |2,801,000 | |Class I | |517,000 | |306,400 | |Class VIII | |4,955,000 | |1,027,000 | |Class IX | |1,166,000 | |- | |Class X | |661,500 | |- | | | |14,628,000 | |5,610,900 |
The amount distributed on these Notes is referenced to and limited in
recourse to the receipt of income on the corresponding series of Preferred
Securities issued by the Funding Company. The interest rates are based on
3 month Euribor plus the following margin.| |Margin | |Class VI |+1.10% | |Class VII |+0.80% | |Class I |+1.00% | |Class VIII |+0.80% | |Class IX |+0.50% | |Class X |+0.50% |
The distribution of interest by the Company to the holders of the Notes is
dependent upon the Company receiving the full amounts payable to it under
the Preferred Securities. Such payments are non-cumulative.NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2007
Available for sale securities
| | | |2007 | |2006 | | | | |E | |E | | |Original Cost| |Fair value | |Fair value | |Class VI Preferred |50,000,000 | |47,750,000 | |50,000,000 | |Securities | | | | | | |Class VII Preferred |100,000,000 | |95,500,000 | |99,000,000 | |Securities | | | | | | |Class I Preferred |10,000,000 | |9,550,000 | |10,000,000 | |Securities | | | | | | |Class VIII Preferred |100,000,000 | |95,500,000 | |100,000,000| |Securities | | | | | | |Class IX Preferred |50,000,000 | |47,500,000 | |- | |Securities | | | | | | |Class X Preferred |50,000,000 | |50,000,000 | |- | |Securities | | | | | | | |360,000,000 | |345,800,000| |259,000,000|
Pursuant to various Preferred Securities purchase agreements, the Company
has purchased the above Preferred Securities from the Funding Company.
These securities are non-cumulative, non-voting preference shares of the
Funding Company representing ownership interests in the Funding Company.The fair value of these Preferred Securities is based on the quoted market
prices of the Notes, due to the economic terms of these two instruments
being identical.The Preferred Securities are perpetual, with no fixed maturity date and
are not redeemable at any time at the option of the Company. Each class
of Preferred Security is supported by DZB through a subordinated support
undertaking.Debtors
| | |2007 | |2006 | | | |E | |E | | | | | | | |Transaction fee payable | |- | |5,000 |
Share capital
| | |2007 | |2006 | | | |E | |E | |Authorised: | | | | | |2 ordinary shares of E1| |2 | |2 | |each | | | | | | | | | | | |Issued and fully paid: | | | | | |2 ordinary shares of E1| |2 | |2 | |each | | | | | | | | | | |
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2007
Share capital- (continued)
There are no other share classes which would dilute the rights of the
ordinary members. Amongst other rights as prescribed in the Articles of
Association of the Company, the rights of the ordinary members include:i) the right to attend meetings of members. On a show of hands
every member present in person or by proxy shall have one vote
and on a poll every member shall have one vote for each share of
which he is a holder; andii) the right to receive dividends recommended by the directors and
declared in a general meeting.Notes
| | |2007 | |2006 | | | |E | |E | | |Issue date | | | | |Class VI |9 January |50,000,000 | |50,000,000 | | |2006 | | | | |Class VII |13 February |100,000,000 | |100,000,000 | | |2006 | | | | |Class I |17 March 2006|10,000,000 | |10,000,000 | |Class VIII |4 September |100,000,000 | |100,000,000 | | |2006 | | | | |Class IX |16 April 2007|50,000,000 | |- | |Class X |4 September |50,000,000 | |- | | |2007 | | | | | | |360,000,000 | |260,000,000 |
In accordance with IFRS, the Notes are classified as equity financial
instruments. This classification is based on the following:- The Notes are perpetual, with no scheduled maturity date;
- The holders of the Notes have no right to cancel the Notes;
- Payments on the Notes are effectively made at the discretion of the directors of the Company where pass-through funds are not received from the Funding Company and are not available for distribution in accordance with the terms of the Notes; and
- The holders of the Notes can only demand settlement of the obligation in the event of the liquidation of the Company.
The Programme documentation prescribes that interest will be paid by DZB
on the Initial Debt Securities held by the Funding Company. Such interest
payments will, in turn, fund income paid by the Funding Company on the
Preferred Securities held by the Company. Upon receipt, the Company will
then be in a position to make the distribution payments under the terms of
the relevant Notes. Each class of Notes issued by the Company is
referenced to and limited in recourse to the performance of the
corresponding class of Preferred Securities.NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2007
Notes -(continued)
Save for the above, the Notes have no legal right to participate in the
profits of the Company. The Notes have no voting rights in the Company and
their holders are unable to attend meetings of the Company.Available for sale reserve
| | | | | | |Investment revaluation | | | |E | |Balance at 1 January 2007 | |(1,000,000) | |Decrease in fair value of available for| |(13,200,000) | |sale investments | | | |Balance as at 31 December 2007 | |(14,200,000) |
Collateral agreement
On 9 November 2005, pursuant to the collateral agency agreement ("CAA"),
Deutsche Bank AG, London became the collateral agent (the "Collateral
Agent").The obligations of the Company under the Notes are secured in favour of
the Collateral Agent on behalf of the investors in the Notes. Pursuant to
the CAA, the Company has transferred for security purposes the relevant
classes of Preferred Securities to the Collateral Agent (the "Collateral
Security").The Notes are limited recourse obligations of the Company. Holders of the
Notes have the right to receive payments of principal and interest on the
Notes solely from redemption payments and distributions on the
corresponding class of Preferred Securities.Any obligation to repay the principal amount of the Notes will be limited
to the value of the Collateral Security. To the extent that there is a
shortfall in the monies due to investors under the Notes, no debt will be
owed by the Company, in respect of any shortfall remaining after
realisation of the Collateral Security and application of the proceeds
thereof in accordance with the terms of the CAA.If the Notes are to be redeemed other than at the option of Company, such
redemption will be carried out by transferring to the holders of the
Securities pro rata Preferred Securities of the relevant class.NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2007
Financial instruments risk
The Company is exposed to the following risks in relation to the financial
instruments it holds.Credit risk
This is the risk that the Company will be unable to meet its commitment to
the holders of the Notes. The primary credit risk is the Company will not
receive principal/ interest on the Preferred Securities to meet it
obligations under the NotesThe Programme documents are structured such that the obligations of the
Company are limited in recourse and the Company has the benefit of
contractual bankruptcy remoteness provisions. The credit risk is
transferred to the holders of the Notes who receive a reduced amount of
interest and principal amount. Accordingly the directors are of the
opinion that there is no residual credit risk to the Company.With respect to each class of Preferred Securities, DZB has entered into a
subordinated support undertaking with the Company. Therefore holders of
each class of Preferred Securities are likely to lose all or part of their
investment if an insolvent liquidation, dissolution or winding up of DZB
occurs.The maximum credit risk exposure at 31 December 2007 is E362,640,457.
Currency risk
The Company's monetary assets and liabilities are denominated in Euros,
the same currency as the currency of the operations of the Company. The
directors therefore believe there is no exchange rate risk to the Company.Interest rate risk
Interest rate risk can only arise on the mismatch in the interest rate
profiles of the financial assets and financial liabilities of the Company.
As the Company has no financial liabilities, (given that the Notes are
classified as equity under IFRS) in the directors' opinion, the Company
does not retain any material adverse interest rate risk.The interest rate risks are borne by the noteholders. A change in interest
rates would have no impact on profit and therefore no sensitivity analysis
has been prepared.NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2007
Financial instruments risk (continued)
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities. As the Company
has no financial liabilities (given that the Notes are classified as
equity under IFRS) in the directors' opinion, the company does not retain
any liquidity risk. The holders of the Notes are exposed to any liquidity
risk.Market price risk
The Company is exposed to the market risks relating to currency risk and
interest rate risk. The Company has the same market price risks as DZB.
For DZB, market risk is generated primarily though the customer driven and
proprietary trading activities as well as from lending real estate and
insurance operations.Loss of capital risk
With respect to each class of Preferred Securities, DZB has entered into a
subordinated support undertaking with the Company. Therefore, holders of
such Preferred Securities are likely to lose all or part of their
investment if an insolvent liquidation, dissolution or winding up of DZB
occurs.Fair values
Set out below is a comparison of the carrying amounts and fair values of
all the Company's financial instruments:| |Cost |Fair Value| | |2007 |2007 | |Financial assets |E |E | |Preferred Securities |360,000,000 |345,800,00| | | |0 | |Cash and cash equivalents |4,611 |4,611 | | |360,004,611 |345,804,61| | | |1 |
The directors have considered the fair values of the Company's financial
instruments. Due to their nature the directors consider that the fair
value of the Preferred Securities approximates to the fair value of the
Notes.The fair value of the Notes is determined by the use of market values.
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2007
Financial instruments risk (continued)
Fair values (continued)
Underlying the definition of fair value (as defined by IAS39) is a
presumption that the Company is a going concern without any intention or
need to liquidate, to curtail materially the scale of its operations or to
undertake a transaction on adverse terms.Fair value is not, therefore, the amount that the Company would receive or
pay in a forced transaction, involuntary liquidation or distress sale.
However, fair value reflects the credit quality of the financial assets
and liabilities measured. The objective of using this valuation technique
is to establish what the transaction price would have been at the balance
sheet date in an arm's length exchange motivated by normal business
considerations.Ultimate controlling party
The Company is owned by Bedell Trustees Limited, in its capacity as trustee of the DZ BANK Perpetual Funding Issuer (Jersey) Charitable Trust.
Related party transactions
Corporate administration services are provided to the Company by Bedell
Trust Company Limited. The directors of the Company are also directors of
DZ BANK Perpetual Funding (Jersey) Limited, Bedell Trust Company Limited,
Bedell Trustees Limited and Bedell Secretaries Limited and partners' of
Bedell Cristin and Bedell Group.During the year, the Company received E14,628,000 from DZ BANK Perpetual
Funding (Jersey) Limited by way of dividends, as set out in note 5 above
(2006: E5,610,900).During the year E100,000,000 was paid to DZ BANK Perpetual Funding
(Jersey) Limited as consideration payable for the purchase of various
classes of Preferred Securities, as set out in note 8 above (2006:
E260,000,000).end of announcement euro adhoc
Further inquiry note:
if you need any further information please contact DZ BANK AG
F/IPLS,Am Platz der Republik, 60325 Frankfurt am Main.
Branche: Financial & Business Services
ISIN: DE000A0GMRS6
WKN: A0GMRS