Obbligazione Bawaag 7.125% ( DE0008600966 ) in EUR

Emittente Bawaag
Prezzo di mercato 100 EUR  ⇌ 
Paese  Austria
Codice isin  DE0008600966 ( in EUR )
Tasso d'interesse 7.125% per anno ( pagato 1 volta l'anno)
Scadenza 27/09/2022 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Bawag DE0008600966 in EUR 7.125%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata Bawag č una banca austriaca con sede a Vienna, attiva nel settore retail e corporate banking.

L'obbligazione con codice ISIN DE0008600966 emessa da Bawag in Austria, denominata in EUR, con cedola del 7,125% e scadenza il 27/09/2022, č stata rimborsata al 100% alla sua data di maturitŕ.







OFFERING CIRCULAR
BAWAG Capital Finance (Jersey) II Limited
(Incorporated with limited liability under the laws of Jersey)
6,000,000
Perpetual Non-cumulative Non-voting Fixed Rate
Preference Shares
having the bene®t of a support agreement entered into
with Bank fuČr Arbeit und Wirtschaft Aktiengesellschaft
(Incorporated in the Republic of Austria)
Issue Price: e25 per Preference Share
6,000,000 Perpetual Non-cumulative Non-voting Fixed Rate Preference Shares with a liquidation preference of
e25 each (the ``Preference Shares'') are proposed to be issued by BAWAG Capital Finance (Jersey) II Limited (the
``Issuer'') on 27 June 2002 (the ``Closing Date''). The holders of the Preference Shares will have the bene®t of a support
agreement entered into between the Issuer and Bank fuČr Arbeit und Wirtschaft Aktiengesellschaft (``BAWAG''), as
further described in ``Support Agreement'' herein. The Preference Shares will entitle holders to receive (subject to the
limitations described in ``Description of the Preference Shares'') non-cumulative preferential cash dividends accruing
from the date of issue and payable quarterly in arrear on 27 September, 27 December, 27 March and 27 June in each
year (each a ``Dividend Date'') at a rate of 7.125 per cent. per annum commencing on 27 September 2002.
The Preference Shares are redeemable at the option of the Issuer, subject to the prior consent of BAWAG, (which
shall grant such consent only after either replacement of the principal amount of the Preference Shares so redeemed by
the issue of other capital of at least equivalent quality (Kapital gleicher oder besserer QualitaČt) or having applied for and
been granted consent by the Austrian Financial Market Authority (the ``Finanzmarktaufsicht'' or ``FMA'')), in whole
but not in part, at e25 per Preference Share plus accrued and unpaid dividends (whether or not declared) for the then
current Dividend Period on 27 September 2007 (the ``Optional Redemption Date'') or any Dividend Date falling
thereafter and, for taxation reasons or capital reasons, in whole but not in part at any time, subject as described in
``Description of the Preference Shares''. In the event of the winding-up of the Issuer or the liquidation, dissolution or
winding-up of BAWAG, holders of Preference Shares will be entitled to receive for each Preference Share a liquidation
preference of e25 plus accrued and unpaid dividends for the then current Dividend Period (as de®ned in ``Description
of the Preference Shares'') to the date of payment, subject as described in ``Description of the Preference Shares''.
Application has been made to list the Preference Shares on the of®cial market of Deutsche BoČrse AG (the
``Frankfurt Stock Exchange'') and on the Of®cial Segment of the stock market of Euronext Amsterdam N.V.
(``Euronext Amsterdam''). This offering circular constitutes a prospectus for the purposes of the listing and issuing
rules of Euronext Amsterdam.
Deutsche Bank AG London
Merrill Lynch International
BCP Investimento
BNP Paribas
UBS Warburg
The date of this Offering Circular is 25 June 2002.


A copy of this Offering Circular has been delivered to the Jersey Registrar of Companies in accordance
with Article 6 of the Companies (General Provisions) (Jersey) Order 1992, and he has given, and has not
withdrawn, his consent to its circulation.
The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 4
of the Control of Borrowing (Jersey) Order 1958 to the issue by the Issuer of the Preference Shares.
It must be distinctly understood that in giving these consents, neither the Jersey Registrar of Companies
nor the Jersey Financial Services Commission takes any responsibility for the ®nancial soundness of the Issuer
or for the correctness of any statements made, or opinions expressed, with regard to it.
The Issuer con®rms that, to the best of its knowledge and belief, after having made all reasonable
inquiries, this Offering Circular contains all information with regard to the Issuer and the Preference Shares
which is material to the issue of the Preference Shares, that such information is true and accurate in all
material respects and is not misleading, that the opinions and intentions expressed in this Offering Circular on
the part of the Issuer are honestly held and that there are no other facts the omission of which makes any such
information or the expression of any such opinion or intention misleading in any material respect. The Issuer
accepts responsibility accordingly.
BAWAG con®rms that, to the best of its knowledge and belief, after having made all reasonable
inquiries, this Offering Circular contains all information with regard to the Issuer, BAWAG and its
subsidiaries and af®liates (the ``Group'') and the Preference Shares which is material to the issue of such
Preference Shares, that the information contained in this Offering Circular is true and accurate in all material
respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are honestly
held and that there are no other facts the omission of which makes this Offering Circular as a whole or any
such information or the expression of any such opinion or intention misleading in any material respect.
BAWAG accepts responsibility accordingly.
No person has been authorised to give information or to make any representation other than those
contained in this document and, if given or made, such information or representation must not be relied on as
having been authorised by the Issuer, BAWAG, Deutsche Bank AG London or Merrill Lynch International.
Neither the delivery of this document nor any subscription, sale or purchase made in connection herewith shall,
in any circumstances, create any implication that there has been no change in the affairs of the Issuer or
BAWAG or the Group since the date hereof.
Prospective investors should inform themselves as to the legal requirements and tax consequences within
the countries of their residence and domicile for the acquisition, holding or disposition of Preference Shares and
any foreign exchange restrictions that might be relevant to them. This Offering Circular does not constitute an
offer of, or an invitation by or on behalf of, the Issuer, BAWAG, Deutsche Bank AG London or Merrill Lynch
International to subscribe for or purchase any of the Preference Shares.
Investors should satisfy themselves that they understand all the risks associated with making investments
in the nature of the Preference Shares. If a prospective investor is in any doubt whatsoever as to the risks
involved in investing in the Preference Shares, he or she should consult his or her professional advisers.
The distribution of this document and the offering of the Preference Shares in certain jurisdictions may
be restricted by law. Persons into whose possession this document comes are required by the Issuer, BAWAG,
Deutsche Bank AG London and Merrill Lynch International to inform themselves about, and to observe any
such restrictions.
Preference Shares may not be offered or sold, directly or indirectly, and this Offering Circular may not
be distributed in any jurisdiction, except in accordance with the legal requirements applicable in that
jurisdiction. In particular, the Preference Shares have not been and will not be registered under the Securities
Act of 1933 as amended (the ``Securities Act''). Subject to certain exceptions, the Preference Shares may not
be offered, sold or delivered within the United States or to U.S. persons.
A further description of certain restrictions on the offering and sale of the Preference Shares and on the
distribution of this document is given under ``Subscription and Sale'' below.
2


This document may not be distributed to any individuals or legal entities in The Netherlands other than to
individuals or legal entities who or which trade in securities in the conduct of their profession or trade, which
include banks, securities intermediaries, insurance companies, pension funds, other institutional investors and
commercial enterprises which, as an ancillary activity, regularly invest or trade in securities.
The Preference Shares are only suitable for ®nancially sophisticated investors who are capable of
evaluating the risks involved in investing in the Preference Shares.
Unless otherwise speci®ed or the context requires, references to ``euro'', ``EUR'' and ``e'' are to the
currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the
Treaty establishing the European Community, as amended from time to time.
In connection with this issue, Deutsche Bank AG London (the ``Stabilising Manager'') (or any duly
appointed person acting for the Stabilising Manager) may over-allot or effect transactions which stabilise or
maintain the market price of the Preference Shares at a level which might not otherwise prevail for a limited
period. However, there is no obligation on the Stabilising Manager (or any agent of the Stabilising Manager)
to do this. Such stabilising, if commenced, may be discontinued at any time.
Documents Incorported by Reference
The articles of association of the Issuer are incorporated in, and form part of, this Offering Circular.
3


TABLE OF CONTENTS
Page
Summary
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P
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5
Summary Financial Information
P
P
P
P
P
P
P
P
P
P
P
10
Use of Proceeds
P
P
P
P
P
P
P
P
P
P
P
P
P
P
12
The Issuer
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
13
Capitalisation of the Bawag/P.S.K. Group P
P
P
P
P
P
P
P
P
P
15
The Austrian Banking System P
P
P
P
P
P
P
P
P
P
P
P
32
Description of the Preference Shares P
P
P
P
P
P
P
P
P
P
P
36
Other Provisions of the Issuer's Articles
P
P
P
P
P
P
P
P
P
P
45
Support Agreement P
P
P
P
P
P
P
P
P
P
P
P
P
P
47
TaxationP
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
54
Subscription and Sale
P
P
P
P
P
P
P
P
P
P
P
P
P
60
General Information
P
P
P
P
P
P
P
P
P
P
P
P
P
62
Annex P
P
P
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P
F1
4


SUMMARY
The following summary is quali®ed in its entirety by the more detailed information and ®nancial
statements included elsewhere in this Offering Circular.
Issuer
BAWAG Capital Finance (Jersey) II Limited, an indirect wholly
owned subsidiary of BAWAG incorporated in Jersey and organised
under the Companies (Jersey) Law 1991.
Ultimate Parent
Bank fuČr Arbeit und Wirtschaft Aktiengesellschaft
Issue Size
e150,000,000
Issue Details
6,000,000 Perpetual Non-cumulative Non-voting Fixed Rate
Preference Shares each with a liquidation preference of e25 (the
``Liquidation Preference''). The Preference Shares will constitute
regulatory hybrid capital for the purposes of sections 24(2) No.5
and 6 of the Austrian Banking Act (Bankwesengesetz).
Dividends
Subject to Jersey law and as provided in the Issuer's Articles of
Association, non-cumulative dividends will be payable, whether or not
declared by the Board of Directors of the Issuer, quarterly in arrear on
27 September, 27 December, 27 March and 27 June in each year
commencing on 27 September 2002 (each a ``Dividend Date''), as
more fully described in ``Description of the Preference Shares'' below.
Dividends for each Dividend Period will accrue at a ®xed rate per
annum of 7.125 per cent., all as more fully described in ``Description
of the Preference Shares''. The amount of dividend that accrues in
respect of any Dividend Period or any period of less than a Dividend
Period will be computed on the basis of the number of days in the
relevant period, from and including the date from which the dividend
begins to accrue to but excluding the date on which it falls due divided
by 360 (the number of days to be calculated on the basis of a year of
360 days with 12 30-day months (unless (i) the last day of the relevant
period is the 31st day of a month but the ®rst day of the relevant
period is a day other than the 30th or 31st day of a month, in which
case the month that includes that last day shall not be considered to be
shortened to a 30-day month, or (ii) the last day of the relevant period
is the last day of the month of February, in which case the month of
February shall not be considered to be lengthened to a 30-day
month)). No dividend shall fall to be paid in the circumstances in
which BAWAG would not be obliged to make a payment under the
Support Agreement (see ``Restrictions on Payments'' below). If no
dividend falls to be paid by the Issuer in respect of any Dividend
Period, rights to such dividends shall lapse.
Support Agreement
The Issuer and the holders of the Preference Shares will have the
bene®t of a support agreement entered into as a deed poll between
BAWAG and the Issuer in respect of the obligations of the Issuer
under the Preference Shares (the ``Support Agreement'').
The Support Agreement is intended to provide for dividend,
redemption and liquidation rights equivalent to those which would
attach to the Preference Shares if issued directly by BAWAG and to
oblige BAWAG to make funds available to the Issuer to meet its
payment obligations under the Preference Shares.
Restrictions on Payments
5


BAWAG will not be obliged to make any payment in respect of
dividends under the Support Agreement in any calendar year:
(a) to the extent that such payment, together with the amount of:
(i)
any dividends (including any Additional Amounts, as
de®ned in ``Description of the Preference Shares'', in
respect thereof) previously paid by the Issuer in respect of
the Preference Shares in the then current ®scal year;
(ii) any dividends previously paid on, or payments made to
holders in respect of, Dividend Parity Securities (as de®ned
in ``Description of the Preference Shares'') in the then
current ®scal year; and
(iii) any dividends proposed to be paid on, or payments
proposed to be made to holders in respect of, Dividend
Parity Securities in the then current calendar quarter,
would exceed ``Distributable Funds'' (as de®ned in ``Description of
the Preference Shares'') in relation to BAWAG for the prior ®scal
year; or
(b) even if Distributable Funds are suf®cient, to the extent that, in
accordance with applicable Austrian banking regulations
affecting banks which fail to meet their capital ratios on a
consolidated basis, BAWAG would be limited in making
payments on preferred or preference shares issued by it
ranking pari passu as to participation in pro®ts with
BAWAG's obligations under the Support Agreement.
In the event that the payments described above cannot be made in full
by reason of any such limitation, such payments will be made pro rata
in the proportion that the amount available for payment bears to the
full amount that would have been payable but for such limitation.
For the text of the Support Agreement, see ``Support Agreement''.
The above restrictions are imposed mutatis mutandis on payments by
the Issuer of dividends in respect of the Preference Shares: see
``Description of the Preference Shares''.
If no payment is made in respect of a dividend by BAWAG under the
Support Agreement pursuant to the foregoing provisions, the
entitlement of the holders of Preference Shares to enforce payment
by BAWAG to the Issuer shall lapse, and no payment in respect of
any missed or reduced dividend need be made at any time by the Issuer
or by BAWAG in such circumstances.
If a dividend is not paid (in whole or in part) on the Preference Shares
by the Issuer, no dividend or other distribution (including repurchases
or other redemptions of common shares) may be made by BAWAG in
respect of its common shares or other securities issued by BAWAG or
any subsidiary of BAWAG and entitled to the bene®t of a support
agreement or guarantee and ranking junior to or pari passu with the
Preference Shares until such time as payment of dividends in respect of
the Preference Shares is resumed.
The Preference Shares ordinarily will rank senior to the Issuer's
ordinary shares as to payment of dividends. However, in the event that
dividends do not fall to be paid in relation to a Dividend Period on the
Preference Shares, all amounts received by the Issuer in relation to
6


such Dividend Period may be distributed as dividends to the holder of
the Issuer's ordinary shares instead of being paid to the holders of the
Preference Shares.
Withholding Tax and Additional The Issuer will pay such additional amounts to each holder of the
Amounts
Preference Shares as may be necessary in order that every net payment
in respect of the Preference Shares, after withholding for any taxes
imposed by Jersey or Austria, upon or as a result of such payment, will
not be less than the amount otherwise required to be paid, subject to
the exceptions described in ``Description of the Preference Shares''.
The obligations of the Issuer to pay any such additional amounts are
described more fully in ``Description of the Preference Shares''.
Optional Redemption
The Preference Shares are redeemable at the option of the Issuer,
subject to the prior consent of BAWAG (which shall grant such
consent only after either replacement of the principal amount of the
Preference Shares so redeemed by issuing other capital of at least
equivalent quality (Kapital gleicher oder besserer QualitaČt) or having
applied for and been granted consent by the Finanzmarktaufsicht, in
whole but not in part, at the Liquidation Preference plus accrued and
unpaid dividends (whether or not declared) for the then current
Dividend Period (subject to Jersey Law and the Issuer's Articles of
Association) on the Optional Redemption Date or any Dividend Date
falling thereafter.
Redemption for Tax Reasons and In addition, the Preference Shares are redeemable at the option of the
Capital Reasons
Issuer at any time, subject to the prior consent of BAWAG (which
shall grant such consent only after either replacement of the principal
amount of the Preference Shares so redeemed by issuing other capital
of at least equivalent quality (Kapital gleicher oder besserer QualitaČt)
or having applied for and been granted consent by the
Finanzmarktaufsicht), in whole but not in part, at the Liquidation
Preference plus accrued and unpaid dividends (whether or not
declared) for the then current Dividend Period up to the Speci®ed
Redemption Date (as de®ned in ``Description of the Preference
Shares''), if (i) the Issuer is or would be required to pay Additional
Amounts (as described in ``Description of the Preference Shares'') in
respect of payments due on the Preference Shares; or (ii) if the
Finanzmarktaufsicht determines and announces that, or as a result of a
change in law or regulation or the interpretation thereof, the
Preference Shares no longer qualify as Core Capital (Kernkapital)
(as de®ned in ``Description of the Preference Shares'') of BAWAG for
Austrian banking capital adequacy purposes on a consolidated basis.
Rights upon Liquidation
In the event of the winding-up of the Issuer, holders of Preference
Shares will be entitled to receive for each such Preference Share the
Liquidation Distribution (as de®ned in ``Description of the Preference
Shares'') subject to Jersey law and as provided in the Issuer's Articles
of Association.
Notwithstanding the availability of suf®cient assets of the Issuer to
pay any Liquidation Distribution to the holders of the Preference
Shares as aforesaid, if, at the time such Liquidation Distribution is to
be paid, proceedings are pending or have been commenced for the
voluntary or involuntary liquidation, dissolution or winding-up of
BAWAG, the Liquidation Distribution paid to holders of Preference
7


Shares shall not exceed the amount per share that would have been
paid as the Liquidation Distribution from the assets of BAWAG (after
payment in full in accordance with Austrian law of all creditors of
BAWAG, including holders of its subordinated debt but excluding
holders of any liability expressed to rank pari passu with or junior to
the obligations of BAWAG under the Support Agreement) had the
Preference Shares been issued by BAWAG and ranked (i) junior to all
liabilities of BAWAG (other than any liability expressed to rank pari
passu with or junior to the obligations of BAWAG under the Support
Agreement), (ii) pari passu with all securities of BAWAG expressed to
rank pari passu with the Preference Shares and (iii) senior to
BAWAG's common shares. In the event of liquidation, dissolution
or winding-up of BAWAG, the Board of Directors of the Issuer shall
convene an Extraordinary General Meeting of the Issuer for the
purpose of proposing a Special Resolution to place the Issuer in
voluntary liquidation and in these circumstances the amount per share
payable by the Issuer as liquidation distribution to holders of
Preference Shares in the event of a winding-up of the Issuer will be
as described above. BAWAG has undertaken in the Support
Agreement that, so long as any of the Preference Shares is
outstanding, unless BAWAG itself is in liquidation, BAWAG will
not permit, or take any action to cause, the winding-up of the Issuer.
Voting Rights
Holders of the Preference Shares will not be entitled to vote at any
general meeting of shareholders of the Issuer except in certain limited
circumstances. Holders of the Preference Shares, together with the
holders of any other preferred or preference shares of the Issuer
having the right to vote for the election of Directors in such
circumstances, are entitled to elect two additional Directors to the
Issuer's Board of Directors if dividends have not been paid (in whole
or in part) for any four consecutive Dividend Periods. Such additional
Directors must vacate their of®ce if dividend payments are resumed by
the Issuer in full. For a more detailed description see ``Description of
the Preference Shares''.
Form of the Shares
The Preference Shares will be issued in registered form. On the Closing
Date, a single share certi®cate representing the Preference Shares will
be registered in the name of and deposited with Clearstream Banking
Aktiengesellschaft, Frankfurt am Main (``Clearstream Banking
Frankfurt''). The Preference Shares will also be eligible for clearing
and settlement in Euroclear Bank S.A./N.V., as operator of the
Euroclear system (``Euroclear'') and Clearstream Banking, socieÂteÂ
anonyme (``Clearstream, Luxembourg''). For so long as the Preference
Shares are deposited and registered as described above, book-entry
interests in the Preference Shares will be shown on, and transfers
thereof will be effected only through, records maintained by
Clearstream Banking Frankfurt.
If any or all of Clearstream Banking Frankfurt, Euroclear and/or
Clearstream, Luxembourg announces an intention permanently to
cease business and the Issuer is unable to locate a quali®ed successor
within 60 days of receiving notice of, or becoming aware of, such
intention, the number of Preference Shares corresponding to each
holder's book-entry interest in the Preference Shares represented by
the initial share certi®cate will be transferred to each holder of
8


Preference Shares, and each such holder will be registered as a holder
of the Preference Shares in the register of members maintained by the
Issuer, and receive a share certi®cate made out in its name. Other than
in the circumstances referred to in this paragraph, de®nitive share
certi®cates will not be available to holders of the Preference Shares.
Ratings
On issue, the Preference Shares are expected to be assigned an A2
rating by Moody's Investors Service Inc. (1) A rating is not a
recommendation to buy, sell or hold securities or shares and may be
subject to suspension, change or withdrawal at any time by the
assigning rating agency.
Governing law
The Preference Shares will be governed by and construed in
accordance with the law of Jersey. The Support Agreement will be
governed by and construed in accordance with English law save that
the provisions concerning the ranking of the Support Agreement and
those provisions described under ``Restrictions on Payments'' above
will be governed by and construed in accordance with Austrian law.
Listing
Application has been made for listing of the Preference Shares on
Euronext Amsterdam and the Frankfurt Stock Exchange.
(1)
``A'' Bonds and preferred stock which are rated A possess many favorable investment attributes and are to be considered as upper-
medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future.
Moody's applies numerical modi®ers 1, 2, and 3 in each generic rating classi®cation from Aa through Caa. The modi®er 1
indicates that the obligation ranks in the higher end of its generic rating category; the modi®er 2 indicates a mid-range ranking;
and the modi®er 3 indicates a ranking in the lower end of that generic rating category.
9


SUMMARY FINANCIAL INFORMATION
Subject as provided below, the following summary ®nancial information has been extracted from the
published consolidated audited ®nancial statements of BAWAG for the years ended 31 December 2001 and
31 December 2000.
Balance Sheet
31 December 31 December
2001
2000
(consolidated) (consolidated)
(audited)
(audited)
(millions of euro)
Cash in hand, balances with central banks P
P
P
P
P
P
1,022
543
Loans and advances to banks
P
P
P
P
P
P
P
P
5,391
5,041
Loans and advances to customers
P
P
P
P
P
P
P
25,347
24,409
Risk provisions for loans and advances
P
P
P
P
P
P
(688)
(694)
Trading Assets P
P
P
P
P
P
P
P
P
P
P
105
1,761
Other current ®nancial assets
P
P
P
P
P
P
P
P
10,916
10,330
Financial Investment P
P
P
P
P
P
P
P
P
P
3,757
2,991
Intangible assets
P
P
P
P
P
P
P
P
P
P
343
349
Tangible ®xed assets P
P
P
P
P
P
P
P
P
P
443
479
Other assets
P
P
P
P
P
P
P
P
P
P
P
1,306
526
Total Assets
P
P
P
P
P
P
P
P
P
P
P
47,942
45,735
Amounts owed to banks P
P
P
P
P
P
P
P
P
7,030
7,051
Amounts owed to customers
P
P
P
P
P
P
P
P
26,066
23,151
Debt evidenced by certi®cates
P
P
P
P
P
P
P
P
10,276
10,877
Provisions
P
P
P
P
P
P
P
P
P
P
P
979
1,033
Other liabilities P
P
P
P
P
P
P
P
P
P
P
895
1,000
Subordinated and supplementary capital
P
P
P
P
P
P
1,256
1,325
Minority interests
P
P
P
P
P
P
P
P
P
P
284
270
Equity
P
P
P
P
P
P
P
P
P
P
P
P
1,156
1,028
Total LiabilitiesP
P
P
P
P
P
P
P
P
P
P
47,942
45,735
10


Document Outline