23.07.2009 – 19:08
Successful placement by KfW of exchangeable bonds due 2014, exchangeable into shares of Deutsche Post AG
KfW, through a syndicate of banks led by BNP Paribas and Morgan Stanley Bank AG, has successfully placed EUR 750 million in bonds (the "Exchangeable Bonds") exchangeable into ordinary registered shares of Deutsche Post AG (the "Exchange Shares").
The Exchangeable Bonds have a maturity of 5 years and pay a coupon of 1.5% p.a. The initial exchange price was fixed at EUR 13.8605 per Exchange Share equivalent to an exchange premium of 35%. The bonds are exchangeable into Exchange Shares from the first interest payment date (after one year). Underlying the Exchangeable Bonds are 54,110,602 ordinary shares of Deutsche Post AG, or approximately 4.5% of the company's currently outstanding share capital. The Exchangeable Bonds are callable by KfW after the third interest payment date (after three years), subject to a 130% call threshold, and are redeemable at 100% of par at maturity.
"In consultation with the Ministry of Finance, KfW decided to take advantage of the currently favourable conditions for equity-linked instruments and bring an exchangeable bond to the market", commented Dr. Frank Czichowski, KfW's Treasurer. "Demand for high quality credit in combination with a very liquid underlying allowed us to price an Exchangeable Bond at very attractive terms."
KfW has agreed to a 180-day lock-up period for its remaining stake in Deutsche Post AG.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. This announcement is not for distribution, directly or indirectly, in or into the United States or to any US person (as defined in Regulation S under the US Securities Act of 1933, as amended). Neither the Exchangeable Bonds nor the Exchange Shares have been or will be registered under the US Securities Act. The Exchangeable Bonds and Exchange Shares may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. The Exchangeable Bonds and Exchange Shares may therefore not be offered, sold or delivered within the United States.
In the United Kingdom, this announcement is being distributed only to, and is directed only at, qualified investors within the meaning of Art. 2(1)(e) of the Prospectus Directive ("Qualified Investors") (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
BNP Paribas, Morgan Stanley Bank AG and the other Managers are acting for KfW and no one else in connection with the issue of the Exchangeable Bonds and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to the proposed issue.
In relation to each Member State of the European Economic Area whose national law sets out the requirement for KfW as an Issuer to publish a prospectus prior to public offering of the Bonds (each a "Relevant Member State"), each Manager has represented and agreed, that it has not made and will not make an offer of the Bonds to the public in that Relevant Member State prior to the publication of a prospectus in accordance with the applicable national laws and regulations.
Issuer: KfW Rating: AAA (Fitch Ratings)/Aaa (Moody's)/AAA (Standard & Poor's) Amount: EUR 750,000,000 Maturity: 30 July 2014 Coupon: 1.5% p.a. Issue price: 100% Exchange Premium: 35% Exchange Price: EUR 13.8605 Issuer Call: After the 3rd coupon payment date subject to a 130% call threshold Dividend Protection Adjustment of the Exchange Price for cash dividends above a 5% dividend yield Selling Restrictions: Institutional placement, Reg S only, no Rule 144a No sale in the US or to investors in Canada, Australia or Japan Standard selling restrictions apply elsewhere Trading: Regulated market (Regulierter Markt) Frankfurt WKN: A0Z2QN ISIN: DE000A0Z2QN0
Joint Lead Managers (2): BNP Paribas Morgan Stanley Bank AG
Co-Lead Manager(1): JP Morgan
Co-Managers (5): BofA Merrill Lynch Deutsche Bank Citigroup Goldman Sachs UBS
Original content of: KfW, transmitted by news aktuell