Obligation BAWAG CAPITAL (JERSEY) LTD 8.765% ( XS0119643897 ) en EUR

BAWAG CAPITAL (JERSEY) LTD

100 % ▲

Jersey

XS0119643897 ( en EUR )

8.765% par an ( paiement annuel )

31/07/2014 - Obligation échue

Prospectus brochure de l'obligation BAWAG CAPITAL FINANCE (JERSEY) LTD XS0119643897 en EUR 8.765%, échue

/

/

BAWAG Capital Finance (Jersey) Ltd est une société de financement basée à Jersey, appartenant au groupe BAWAG Group, spécialisée dans les services financiers pour les entreprises et les investisseurs institutionnels.

L'instrument financier en question est une obligation, identifiée par le code ISIN XS0119643897. Son émetteur est BAWAG CAPITAL FINANCE (JERSEY) LTD, une entité basée à Jersey qui s'inscrit généralement dans la structure du groupe bancaire autrichien BAWAG Group, l'une des institutions financières majeures en Autriche, l'utilisation de Jersey comme pays d'émission pouvant découler de choix stratégiques liés à la fiscalité, à la réglementation ou à la structuration d'opérations spécifiques. Cette obligation, libellée en euros (EUR), offrait un taux d'intérêt annuel fixe de 8,765%, avec une fréquence de paiement des intérêts annuelle. Ayant atteint sa date de maturité le 31 juillet 2014, elle a été entièrement remboursée, comme l'indique le prix actuel sur le marché de 100%, confirmant la restitution intégrale du capital aux investisseurs à sa valeur nominale. Ainsi, cette émission obligataire représente désormais un instrument de dette clôturé et pleinement honoré par l'émetteur.

BAWAG
BAWAG Capital Finance (Jersey) Limited
(Incorporated with limited liability under the laws of Jersey)
150,000
Perpetual Non-cumulative Non-voting Fixed/Floating Rate
Preference Shares
having the benefit of a support agreement entered into with
Bank fÜr Arbeit und Wirtschaft Aktiengesellschaft
(Incorporated in the Republic of Austria)
Issue Price: 1,000 per Preference Share
150,000 Perpetual Non-cumulative Non-voting Fixed/Floating Rate Preference Shares with a
liquidation preference of 1,000 each (the "Preference Shares") are proposed to be issued by BAWAG
Capital Finance (Jersey) Limited (the "Issuer") on 31 October 2000 (the "Closing Date"). The holders of
the Preference Shares will have the benefit of a support agreement entered into between the Issuer and
Bank für 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
payable annually in arrear on 31 October in each year (each a "Fixed Dividend Date") at a rate of 8.765
per cent. per annum in respect of the period from (and including) 31 October 2000 to (but excluding)
the Fixed Dividend Date falling on 31 October 2010 (the "Optional Redemption Date") and thereafter at
a floating rate per annum which is the sum of three-month EURIBOR plus 4.7 per cent., payable
quarterly in arrear on 31 January, 30 April, 31 July and 31 October in each year (each a "Floating
Dividend Date").
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 having applied for and been granted consent by
the Austrian Ministry of Finance (the "Bundesministerium für Finanzen")), in whole or in part, at 1,000
per Preference Share plus accrued and unpaid dividends (whether or not declared) for the then current
Dividend Period on the Optional Redemption Date or any Floating 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 1,000 plus accrued and unpaid dividends for the then
current Dividend Period (as defined in "Description of the Preference Shares") to the date of payment,
subject as described in "Description of the Preference Shares".
Application for the listing of the Preference Shares has been made to the Luxembourg Stock
Exchange.
Goldman Sachs International
Bank für Arbeit und Wirtschaft Credit Suisse First Boston Lehman Brothers
Aktiengesellschaft
The date of this Offering Circular is 25 October 2000.

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 financial
soundness of the Issuer or for the correctness of any statements made, or opinions expressed, with
regard to it.
The Issuer confirms 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 confirms 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 affiliates (the "Group") and the Preference Shares which is material to the issue of the
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 or Goldman Sachs 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 or Goldman Sachs 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 and Goldman Sachs International to inform themselves about, and to observe any such
restrictions.
No action has been taken as a matter of the laws of any jurisdiction to permit the public offering of
the Preference Shares in any jurisdiction (other than Jersey). Accordingly, the 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 financially sophisticated investors who are capable of
evaluating the risks involved in investing in the Preference Shares.
Unless otherwise specified or the context requires, references to "Austrian Schilling" and "ATS"
are to the currency of Austria which is used as a denomination of the euro after the introduction of the
euro in Austria on 1 January 1999 and references to "euro", "EUR" and "" 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, Goldman Sachs International 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. Such stabilising, if commenced, may be discontinued at any time.
3

TABLE OF CONTENTS
Page
SUMMARY
5
SUMMARY FINANCIAL INFORMATION
10
USE OF PROCEEDS
12
THE ISSUER
13
CAPITALISATION OF THE GROUP
15
BANK FÜR ARBEIT UND WIRTSCHAFT AKTIENGESELLSCHAFT
16
THE AUSTRIAN BANKING SYSTEM
28
DESCRIPTION OF THE PREFERENCE SHARES
31
OTHER PROVISIONS OF THE ISSUER'S ARTICLES
41
SUPPORT AGREEMENT
43
TAXATION
50
SUBSCRIPTION AND SALE
51
GENERAL INFORMATION
53
INCORPORATION BY REFERENCE
Detailed financial information relating to BAWAG is contained in the published unconsolidated
unaudited interim financial statements of BAWAG as at, and for the six months ended, 30 June 2000,
the published consolidated audited financial statements of BAWAG as at, and for the year ended,
31 December 1999 and the published unconsolidated audited financial statements of BAWAG as at,
and for the year ended, 31 December 1999 all of which are incorporated by reference in this Offering
Circular and are available (tree of charge) at the specified office of the Paying Agent in Luxembourg.
4

SUMMARY
The following summary is qualified in its entirety by the more detailed information and financial
statements included elsewhere in this Offering Circular.
Issuer
BAWAG Capital Finance (Jersey) Limited, an indirect wholly-
owned subsidiary of BAWAG incorporated in Jersey and
organised under the Companies (Jersey) Law 1991.
Ultimate Parent
Bank für Arbeit und Wirtschaft Aktiengesellschaft
Issue Size
150,000,000
Issue Details
150,000 Perpetual Non-cumulative Non-voting Fixed/Floating
Rate Preference Shares each with a liquidation preference of
1,000 (the "Liquidation Preference").
Dividends
Subject to Jersey law and as provided in the Issuer's Articles of
Association, dividends will be payable, whether or not declared
by the Board of Directors of the Issuer, (i) in respect of the period
from (and including) 31 October 2000 to (but excluding) the
Fixed Dividend Date falling on 31 October 2010, annually in
arrear on 31 October in each year (each a "Fixed Dividend
Date"), and (ii) thereafter, quarterly in arrear on 31 January,
30 April, 31 July and 31 October of each year (each a "Floating
Dividend Date"), except as provided in sub-Article 6(a)(iii), as
more fully described in "Description of the Preference Shares"
below. Dividends for each Dividend Period (as defined in
"Description of the Preference Shares") ending on (but
excluding) the Fixed Dividend Date falling on 31 October 2010
(the "Optional Redemption Date") will accrue at a fixed rate per
annum of 8.765 per cent. and for each subsequent Dividend
Period commencing on (and including) the Optional Redemption
Date will accrue at a floating rate per annum which is the sum of
three-month EURIBOR and 4.7 per cent., all as more fully
described in "Description of the Preference Shares". The amount
of dividend that accrues in respect of any Fixed Dividend Period
(as defined in "Description of the Preference Shares") or any
period of less than a Fixed 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 the
number of days in the dividend period in which the relevant
period falls (including the first such day but excluding the last).
The amount of dividend that accrues in respect of any Floating
Dividend Period (as defined in "Description of the Preference
Shares") or any period of less than a Floating Dividend Period
will be computed on the basis of the actual number of days
elapsed in the period divided by 360. 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.
5

Support Agreement
The Issuer and the holders of the Preference Shares will have the
benefit 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
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
defined in "Description of the Preference Shares", in
respect thereof) previously paid by the Issuer in
respect of the Preference Shares in the then current
fiscal year;
(ii) any dividends previously paid on, or payments made to
holders in respect of, Dividend Parity Securities (as
defined in "Description of the Preference Shares") in
the then current fiscal 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 year, for
the period up to but excluding the Optional Redemption
Date, or in the then current calendar quarter for any
period thereafter,
would exceed "Distributable Funds" (as defined in
"Description of the Preference Shares") in relation to
BAWAG for the prior fiscal year; or
(b) even if Distributable Funds are sufficient, 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 profits 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".
6

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 benefit 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 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, 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 having applied to and been granted
consent by the Bundesministerium für Finanzen), in whole or 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
In addition, the Preference Shares are redeemable at the option
and Capital Reasons
of the Issuer at any time, subject to the prior consent of BAWAG,
(which shall grant such consent only after having applied to and
been granted consent by the Bundesministerium für Finanzen),
in whole but not in part, (i) at the Liquidation Preference plus
accrued and unpaid dividends (whether or not declared) for the
then current Dividend Period up to the Specified Redemption
Date (as defined in "Description of the Preference Shares"), if 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
Bundesministerium für Finanzen determines and announces
that as a result of a change in law or regulation or the
7

interpretation thereof the Preference Shares no longer qualify as
Core Capital (as defined in "Description of the Preference
Shares") of BAWAG for Austrian banking capital adequacy
purposes on a consolidated basis at the Make Whole Amount (as
defined in "Description of the Preference Shares") for any such
redemption on or prior to the Optional Redemption Date and at
the Liquidation Preference plus accrued and unpaid dividends
(whether or not declared) for any such redemption thereafter.
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 defined in
"Description of the Preference Shares") subject to Jersey law
and as provided in the Issuer's Articles of Association.
Notwithstanding the availability of sufficient 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 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 one
Fixed Dividend Period or for four consecutive Floating Dividend
8

Periods (as the case may be). Such additional Directors must
vacate their office 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 certificate representing the
Preference Shares will be deposited with HSBC Bank plc (the
"Common Depositary") as common depositary for Morgan
Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear system ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). The initial share certificate will be issued, and
the Preference Shares will be registered, in the name of HSBC
Issuer Services Common Depositary Nominee (UK) Limited as
nominee for the Common Depositary. 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 Euroclear and Clearstream, Luxembourg.
If either or both of Euroclear and Clearstream, Luxembourg
announces an intention permanently to cease business and the
Issuer is unable to locate a qualified 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 certificate will be transferred to each holder of
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 certificate made
out in its name. Other than in the circumstances referred to in this
paragraph, definitive share certificates will not be available to
holders of the Preference Shares
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 the Preference Shares to be
listed on the Luxembourg Stock Exchange.
9

SUMMARY FINANCIAL INFORMATION
Subject as provided below, the following summary financial information has been extracted from
the published unconsolidated unaudited interim financial statements of BAWAG for the six months
ended 30 June 2000 and the published consolidated audited financial statements of BAWAG for the
years ended 31 December 1999 and 1998.
Balance Sheet
31 December
31 December
30 June 2000
1999
1998
(unconsolidated)
(consolidated)
(consolidated)
(unaudited)
(audited)
(audited)
(millions of euro)
Cash in hand, balances with central banks
254.1
177.7
175.4
Securities eligible as collateral for borrowings from
and bills eligible for rediscount at the Austrian
Central Bank
1,973.4
2,068.6
2,115.3
Loans and advances to credit institutions
2,105.4
1,891.5
2,015.1
Loans and advances to customers
15,353.0
14,911.6
13,241.8
Debt securities and other fixed-income securities
1,411.7
982.9
609.0
Shares and other variable-yield securities
850.4
834.2
729.8
Participating interests
110.1
94.1
118.4
Participating interests in associated companies
--
16.3
10.6
Shares in affiliated companies
271.9
172.7
149.4
Intangible assets
--
1.5
0.7
Tangible fixed assets
156.6
355.6
338.3
Other assets
16.2
91.8
25.8
Prepayments and accrued income
2.1
5.3
5.8
Total Assets
22,504.9
21,603.7
19,535.4
Amounts owed to credit institutions
4,986.2
3,768.4
3,435.7
Amounts owed to customers
12,973.0
13,076.9
11,861.1
(a) savings deposits
8,368.2
8,540.4
7,986.4
(b) other customer deposits
4,604.8
4,536.5
3,874.7
Debts evidenced by certificates
2,612.3
2,720.1
2,494.4
Other liabilities
150.7
197.9
79.1
Accruals and deferred income
23.0
22.5
23.9
Provisions for liabilities and charges
279.4
335.5
257.3
Subordinated liabilities
58.4
98.8
85.0
Supplementary capital
496.9
489.6
478.4
Subscribed capital
114.5
114.5
114.5
Capital reserves
40.3
40.3
40.3
Revenue reserves
434.4
348.4
355.0
Liability reserve pursuant to § 23 para 6 Banking Act
(BWG)
287.6
288.3
244.8
Disposable profit
7.5
91.9
60.0
Minority interests
40.8
10.6
5.9
Total Liabilities and Equity
22,504.9
21,603.7
19,535.4
10