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Deutsche Bank AG - Vote without Meeting - LIBOR - Launch
Deutsche Bank AG Frankfurt am Main, Germany (the "Issuer") announces a vote without meeting (Abstimmung ohne Versammlung) relating to its USD 1,250,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2014 (ISIN XS1071551474, Common Code 107155147 and German Securities Code (WKN) DB7XHW) (the "Notes")
11 OCTOBER 2023
"The Issuer announces a vote without meeting (Abstimmung ohne Versammlung) relating to the outstanding Notes to adopt certain amendments of the terms and conditions of the Notes (the "Terms and Conditions"). The vote without a meeting (the "Voting") aims to replace references to the USD LIBOR in the interest provisions of the Notes (the "Amendment"). This announcement highlights important information addressed in further detail in the Invitation to Vote without Meeting for the Notes (Consent Solicitation Memorandum), dated 11 October 2023 (the "Invitation to Vote") which will be published in the Federal Gazette (Bundesanzeiger) on or about 17 October 2023. Holders of the Notes (each a "Holder") are advised to carefully read the Invitation to Vote in its entirety. The Invitation to Vote will also be available on the Issuer's website at https://investor-relations.db.com/creditors/creditor-information/news-corner. Subject to the terms and conditions set out in the Invitation to Vote, Deutsche Bank Aktiengesellschaft offers the Participating Holders (as defined below) a resolution fee of USD 1,000 per USD 200,000 principal amount of Notes if the proposed amendment to the Terms and Conditions is implemented. Unless stated otherwise, capitalised terms used, but not defined, herein will have the same meanings as assigned to them in the Invitation to Vote."
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"Rationale and Background
Cessation of LIBOR In July 2017, the UK Financial Conduct Authority (the "FCA"), which regulates the London interbank offered rate ("LIBOR"), announced that it will no longer compel banks to submit rates for the calculation of the LIBOR benchmark after year-end 2021. In March 2021, the FCA confirmed that, consistent with its prior announcements, all CHF, EUR, GBP and JPY LIBOR settings and the oneweek and two-month USD LIBOR settings will permanently cease to be provided by any administrator or will no longer be representative immediately after 31 December 2021. In addition, it confirmed that the remaining USD LIBOR settings will permanently cease to be provided by any administrator or will no longer be representative immediately after 30 June 2023. On 5 March 2021, ICE Benchmark Administration ("IBA"), the administrator of the LIBOR, stated that as a result of its not having access to input data necessary to calculate LIBOR settings on a representative basis beyond the intended cessation dates, it would have to cease publication of all 35 LIBOR settings immediately after the following dates: • 31 December 2021: All sterling, euro, Swiss franc, and Japanese yen LIBOR settings; 1- week and 2-month USD LIBOR; • 30 June 2023: Overnight and 1-, 3-, 6- and 12-month USD LIBOR Impact on Swap-Rates Since the above-mentioned cessation dates, corresponding LIBOR swaps are no longer be eligible for clearing at major clearinghouses. Consequently, since 30 June 2023, no sufficient cleared USD LIBOR swap data is available, which could be used to compute and publish the USD LIBOR ICE Swap Rates ("USD LIBOR ISR") (formerly known as ISDAFIX rates), which previously represented the mid-market fixed rates for fixed/float interest rate swaps for a set of tenors at a specified time of the day. LIBOR Alternatives and Transition The Alternative Reference Rates Committee ("ARRC"), a group of private-market participants convened by the United States Federal Reserve Board and the Federal Reserve Bank of New York to help ensure a successful transition from USD LIBOR to a more robust reference rate has made its final recommendation that the replacement rates for the USD LIBOR should be based on the Secured Overnight Financing Rate ("SOFR"). On 8 November 2021, IBA launched the USD SOFR ICE Swap Rate. The ARRC has further published a suggested fallback formula to compensate the difference between the USD LIBOR and SOFR. Since 30 June 2023, ICE Benchmark Administration is publishing the SOFR spread-adjusted swap rates ("SOFR Spread-Adjusted ISR") which are determined in accordance with the ARRC formula to calculate the fallback for USD LIBOR ISR."
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****PREVIOUS DB OFFERS BELOW****
Deutsche Bank Aktiengesellschaft Announces Indicative Results of its
Tender Offer for certain of its Euro-denominated Notes - DE000DB7XJP9 - DE000DL19VR6 -DE000DL19US6 - DE000DL19VP0 -DE000DL19U23 - DE000DL19VT2
10 MAY 2023
"10 May 2023. Deutsche Bank Aktiengesellschaft (the Offeror) announces today the indicative results of its separate invitations to holders of its Notes described below (each a Series and together the Notes) to tender their Notes for purchase by the Offeror for cash up to a maximum aggregate principal amount of €1,000,000,000 (subject as set out in the Tender Offer Memorandum (defined below)) (each such invitation an Offer and together the Offers). The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 28 April 2023 (the Tender Offer Memorandum) prepared by the Offeror.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Details of the Notes and Indicative Non-Binding Results
The Offers expired at 5.00 p.m. (CET) on 9 May 2023 (the Expiration Deadline).
In the event that the Offeror decides to accept valid tenders of Notes pursuant to the Offers, the Offeror expects:
(i) to set the Final Acceptance Amount for the Offers at €1,000,000,000 and each Series Acceptance
Amount at approximately the level shown in the table above;
(ii) to accept for purchase all March 2025 Notes and February 2027 Notes validly tendered for purchase in
full, with no pro rata scaling;
(iii) not to accept for purchase any February 2026 Notes, September 2026 Notes or January 2027 Notes
tendered for purchase pursuant to the relevant Offers; and
(iv) to accept for purchase November 2025 Notes validly tendered for purchase pursuant to the relevant Offer, subject to application of a pro rata scaling factor approximately equal to the Indicative Scaling Factor set out in the table above, as more fully described in the Tender Offer Memorandum.
The table above sets out indicative details of the Final Acceptance Amount, each Series Acceptance Amount, and the approximate pro rata Scaling Factor that the Offeror expects to apply to relevant tenders of Notes of the relevant Series. Noteholders should note that the figures given above are a non-binding indication of the levels at which the Offeror expects to set the respective amounts in the event that it decides to accept any valid tenders of Notes pursuant to the Offers."
Deutsche Bank Aktiengesellschaft Announces Tender Offer for certain of its Euro-denominated Notes - DE000DB7XJP9 - DE000DL19VR6 -DE000DL19US6 - DE000DL19VP0 -DE000DL19U23 - DE000DL19VT2
28 APRIL 2023
"28 April 2023. Deutsche Bank Aktiengesellschaft (the Offeror) announced today invitations to holders of its Notes described below (each a Series and together the Notes) to tender their Notes for purchase by the Offeror for cash up to a maximum aggregate principal amount of €1,000,000,000 (subject as set out in the Tender Offer Memorandum (defined below)) (each such invitation an Offer and together the Offers). The Offers are being made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 28 April 2023 (the Tender Offer Memorandum) prepared by the Offeror, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum."
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"Rationale for the Offers
The Offers are designed to proactively manage the Offeror's debt maturity profile and to provide liquidity to current Noteholders."
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