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KfW launches 5-year bonds exchangeable into shares of Deutsche Telekom AG
Frankfurt (ots) - Today KfW has announced the launch of an issue of bonds (the "Exchangeable Bonds") exchangeable into ordinary shares of Deutsche Telekom AG (the "Exchange Shares"). The transaction will have a base size of EUR 3.0 billion. The issue may be increased by a further EUR 0.3 billion through the exercise of a greenshoe option. The issuance of the Exchangeable Bonds marks the continuation of the successful privatisation strategy of Deutsche Telekom AG by both the German government and KfW.
"Given the current share price of Deutsche Telekom KfW expects the outstanding exchangeable bond for Deutsche Telekom shares due in August to be redeemed in cash", Dr. Frank Czichowski, KfW Treasurer explained and added: "We now wanted to send a clear signal to the market that both the German ministry of Finance and KfW are committed to continue the privatisation process of Deutsche Telekom with this instrument."
The Exchangeable Bonds have a maturity of 5 years and 1 month, are callable on or after the third coupon payment date after 3 years and 1 month, subject to a 130 % call threshold, and are redeemable at 100 % of par at maturity. The Exchangeable Bonds are marketed with a coupon of 2.875 % to 3.375 % and a conversion premium of 25 % to 30 %. The applicable coupon and conversion premium will be set at pricing. The amounts raised with the Exchangeable Bond are part of KfW's announced funding programme for 2008 which is expected to amount to approximately EUR 70 billion.
KfW and the German government currently hold a stake of 16.9 % and 14.8 %, respectively (approx. 1,382 million shares in total) in Deutsche Telekom AG. The final number of Exchange Shares underlying the Exchangeable Bonds will be determined at pricing. The reference share price of Deutsche Telekom AG will be fixed on the basis of the volume weighted average price (the "VWAP") of Deutsche Telekom AG's share price during the bookbuilding period until pricing.
KfW has agreed to a 180-day lock-up period for its remaining stake in Deutsche Telekom AG.
The Exchangeable Bonds will be placed exclusively with institutional investors outside the US in reliance on Regulation S. It is expected that the Exchangeable Bonds will be listed on the regulated market of the Frankfurt Stock Exchange. Goldman Sachs International and Morgan Stanley Bank AG are Joint Bookrunners and Joint Lead Managers for the issue.
Simultaneously with the transaction and depending on market conditions, KfW may purchase a portion of its outstanding EUR 5 billion bonds due August 2008 exchangeable into ordinary shares of Deutsche Telekom AG.
In connection with the offering, Morgan Stanley Bank AG, by itself or through its agents, will be acting as stabilisation manager and may undertake measures aimed at supporting the stock exchange or market price of the Exchangeable Bonds or any associated instruments ("Stabilisation Measures"). The stabilisation manager is under no obligation to take Stabilisation Measures. Therefore, there is no guarantee that any Stabilisation Measures will indeed be effected. If Stabilisation Measures are taken, they may be terminated at any time without prior notice. Such measures may be taken as from the date of the pricing of the transaction and must be completed no later than (i) 30 calendar days after the closing of the transaction or (ii) 60 calendar days after the allotment of the Exchangeable Bonds to investors, whatever is earlier ("Stabilisation Period"). Stabilisation Measures may lead to the stock exchange or market price of the Exchangeable Bonds or any associated instruments being higher than it would have been without the impact of such measures. In addition, such measures may result in a stock exchange or market price at a level that is not sustainable over the long term.
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.
Goldman Sachs International and Morgan Stanley Bank AG 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.
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.
For further information please contact:
Tel.: +49 (69) 7431-4494
KfW, Palmengartenstraße 5-9, 60325 Frankfurt
Tel. 069 7431-4400, Fax: 069 7431-3266,
E-Mail: firstname.lastname@example.org, Internet: www.kfw.de