Obligation Depfa Finanz 4.46% ( XS0254279556 ) en NOK

Société émettrice Depfa Finanz
Prix sur le marché 100 %  ▼ 
Pays  Irlande
Code ISIN  XS0254279556 ( en NOK )
Coupon 4.46% par an ( paiement annuel )
Echéance 18/11/2015 - Obligation échue



Prospectus brochure de l'obligation Depfa Bank XS0254279556 en NOK 4.46%, échue


Montant Minimal 500 000 NOK
Montant de l'émission 500 000 000 NOK
Description détaillée Depfa Bank était une banque publique irlandaise spécialisée dans le financement du secteur public, qui a fait faillite en 2010 suite à des pertes importantes liées à des investissements dans des titres adossés à des créances hypothécaires.

L'obligation de Depfa Bank (XS0254279556), émise en Irlande pour un montant total de 500 000 000 NOK, avec un taux d'intérêt de 4,46%, une taille minimale d'achat de 500 000 NOK, et une maturité le 18/11/2015, a été remboursée à 100% à sa date d'échéance, les paiements d'intérêts étant effectués annuellement.







PROSPECTUS
DEPFA BANK plc
(Incorporated in Ireland)
DEPFA Deutsche Pfandbriefbank AG
(Incorporated under the laws of Germany)
DEPFA ACS BANK
(Incorporated in Ireland)
as Issuers
Euro 45,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
This document constitutes a base prospectus (the "Prospectus") for the purposes of
Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") for the purpose of giving
information with regard to the issue of debt instruments (the "Instruments") of DEPFA BANK
plc ("DEPFA plc"), DEPFA Deutsche Pfandbriefbank AG (the "Pfandbriefbank") and DEPFA
ACS BANK ("DEPFA ACS") and of Pfandbrief Instruments (the "Pfandbrief Instruments") by
the Pfandbriefbank and of asset covered securities (the "ACS Instruments") of DEPFA ACS
under the programme (the "Programme") during the period of twelve months after the date
hereof. Application has been made to the Irish Financial Services Regulatory Authority
("IFSRA" or "the Financial Regulator"), as competent authority under the Prospectus Directive,
for the Prospectus to be approved. Such approval relates only to the Instruments, Pfandbrief
Instruments and ACS Instruments which are to be admitted to trading on the regulated market of
The Irish Stock Exchange Limited (the "Irish Stock Exchange") or any other regulated market
for the purposes of Directive 2004/39/EC on markets in financial instruments or which are to be
offered to the public in a Member State of the European Economic Area, or which are offered in
Ireland as a local offer for the purposes of the Investment Funds, Companies and Miscellaneous
Provisions Act 2005 of Ireland. In relation to such local offers, such approval may be given by
the Financial Regulator pursuant to Regulation 8(5) of the Prospectus (Directive 2003/71/EC)
Regulations 2005. Application has been made for such Instruments, Pfandbrief Instruments and
ACS Instruments to be admitted to the Official List of the Irish Stock Exchange Limited and to
trading on the regulated market of the Irish Stock Exchange Limited, a regulated market for the
purposes of Directive 2004/39/EC.
Instruments, Pfandbrief Instruments and ACS Instruments may be issued under the
Programme which have a denomination of less than EUR 50,000 except that the minimum
denomination of each Instrument or Pfandbrief Instrument issued by Pfandbriefbank and
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admitted to trading on a regulated market within the European Economic Area and/or offered to
the public in a Member State of the European Economic Area in circumstances which require the
publication of a prospectus under the Prospectus Directive will be EUR 1,000 (or, if
denominated in a currency other than EUR, the equivalent amount in such currency).
THERE ARE CERTAIN RISKS RELATED TO ANY ISSUE OF INSTRUMENTS,
PFANDBRIEF INSTRUMENTS AND ACS INSTRUMENTS UNDER THE
PROGRAMME WHICH INVESTORS SHOULD ENSURE THEY FULLY
UNDERSTAND (SEE "RISK FACTORS").
DEPFA plc and the Pfandbriefbank may not issue ACS Instruments. DEPFA plc and
DEPFA ACS may not issue Pfandbrief Instruments.
In relation to any ACS Instruments issued by DEPFA ACS under the Programme there is
no provision for gross-up in relation to such ACS Instruments (see Condition 12 of the Terms
and Conditions of the ACS Instruments contained herein).
In relation to any Pfandbrief Instruments issued by the Pfandbriefbank under the
Programme there is no provision for gross-up in relation to such Pfandbrief Instruments (see
Condition 12 of the Terms and Conditions of the Pfandbrief Instruments contained herein).
Arranger for the Programme
MORGAN STANLEY
Dealers
ABN AMRO
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
BARCLAYS CAPITAL
BEAR, STEARNS INTERNATIONAL LIMITED
BNP PARIBAS
CITI
COMMERZBANK CORPORATES &
CREDIT SUISSE
MARKETS
DAIWA SECURITIES SMBC
DEPFA BANK PLC
EUROPE
DEUTSCHE BANK
DRESDNER KLEINWORT
GOLDMAN SACHS
HSBC
INTERNATIONAL
JPMORGAN
LEHMAN BROTHERS
MERRILL LYNCH INTERNATIONAL
MIZUHO INTERNATIONAL PLC
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MORGAN STANLEY
NOMURA INTERNATIONAL
RBC CAPITAL MARKETS
SANTANDER
TD SECURITIES
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
9 May 2008
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Each of DEPFA plc, the Pfandbriefbank and DEPFA ACS (each an "Issuer" and
together the "Issuers") accepts responsibility for the information contained in this
Prospectus, provided however that:
DEPFA plc is not responsible for the Description of Pfandbriefbank and DEPFA
ACS and any risk factors relating to Pfandbriefbank and DEPFA ACS; and
Pfandbriefbank is not responsible for the Description of DEPFA plc and DEPFA
ACS and any risk factors relating to DEPFA plc and DEPFA ACS; and
DEPFA ACS is not responsible for the Description of DEPFA plc and
Pfandbriefbank and any risk factors relating to DEPFA plc and Pfandbriefbank.
Each of the Issuers declares that, having taken all reasonable care to ensure that
such is the case, the information contained in the Prospectus is, to the best of the knowledge
of each of the Issuers, in accordance with the facts and does not omit anything likely to
affect its import.
Each of DEPFA plc, the Pfandbriefbank and DEPFA ACS has confirmed to the
dealers (the "Dealers") named under "Subscription and Sale" that, only in respect of
information relating to itself, the Prospectus is true and accurate and complete in all
material respects and not misleading in any material respect; that there are no other facts
in relation to the information contained or incorporated by reference herein the omission
of which would, in the context of the issue of the Instruments or, as the case may be,
Pfandbrief Instruments or, as the case may be, ACS Instruments, make any statement
herein misleading in any material respect; and that all reasonable enquiries have been
made to verify the foregoing. Each of DEPFA plc, the Pfandbriefbank and DEPFA ACS (in
respect of the information relating to itself) has further confirmed to the Dealers that the
Prospectus (subject to being supplemented by final terms (each "Final Terms") referred to
herein) contains all such information as investors and their professional advisers would
reasonably require, and reasonably expect to find, for the purpose of making an informed
assessment of the assets and liabilities, financial position, profits and losses, and prospects
of DEPFA plc, the Pfandbriefbank and DEPFA ACS and its subsidiaries (if any) and of the
rights attaching to the relevant Instruments or, as the case may be, Pfandbrief Instruments
or, as the case may be, ACS Instruments.
This Prospectus should be read and construed together with any amendments or
supplements hereto and with any other documents incorporated by reference herein and,
in relation to any Tranche (as defined herein) of Instruments or, as the case may be, ACS
Instruments, or, as the case may be, Pfandbrief Instruments should be read and construed
together with the relevant Final Terms.
The audited consolidated financial statements of the Group (as defined in
"Description of DEPFA BANK plc") for the years ended 31 December 2007 and 31
December 2006 are prepared in accordance with international financial reporting
standards as adopted in the EU ("IFRS").
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The interim unaudited consolidated accounts of the Group for the three months to
31 March 2008 incorporated by reference in this Prospectus have been prepared in
accordance with IFRS.
None of DEPFA plc, the Pfandbriefbank and DEPFA ACS has authorised the
making or provision of any representation or information regarding DEPFA plc, the
Pfandbriefbank, DEPFA ACS, the Instruments, the Pfandbrief Instruments or the ACS
Instruments other than as contained or incorporated by reference in the Prospectus, in the
Dealership Agreement (as defined herein), in any other document prepared in connection
with the Programme or any Final Terms, or (in any case) as approved for such purpose by
DEPFA plc, the Pfandbriefbank or DEPFA ACS. Any such representation or information
should not be relied upon as having been authorised by DEPFA plc, the Pfandbriefbank,
DEPFA ACS, the Dealers or any of them.
No representation or warranty is made or implied by the Dealers or any of their
respective affiliates, and neither the Dealers nor any of their respective affiliates makes any
representation or warranty or accepts any responsibility, as to the accuracy or
completeness of the information contained herein. Neither the delivery of the Prospectus
nor any Final Terms nor the offering, sale or delivery of any Instrument or, as the case
may be, Pfandbrief Instrument or, as the case may be, ACS Instrument shall, in any
circumstances, create any implication that there has been no adverse change in the
financial situation of DEPFA plc, the Pfandbriefbank or DEPFA ACS since the date hereof
or, as the case may be, the date upon which this document has been most recently amended
or supplemented or the balance sheet date of the financial statements of the relevant Issuer
attached hereto.
The maximum aggregate principal amount of Instruments, Pfandbrief Instruments
and ACS Instruments outstanding at any one time under the Programme will not exceed
Euro 45,000,000,000 (and for this purpose, any Instrument, Pfandbrief Instrument or ACS
Instrument denominated in another currency shall be translated into Euro at the date of
the agreement to issue such Instrument, Pfandbrief Instrument or ACS Instrument). The
maximum aggregate principal amount of Instruments, Pfandbrief Instruments and ACS
Instruments which may be outstanding at any one time under the Programme may be
increased from time to time, subject to compliance with the relevant provisions of the
Dealership Agreement (as defined under "Subscription and Sale").
The distribution of this Prospectus and any Final Terms and the offering, sale and
delivery of the Instruments, Pfandbrief Instruments or ACS Instruments in certain
jurisdictions may be restricted by law. Persons who come into possession of this Prospectus
or any Final Terms are required by the Issuers and the Dealers to inform themselves about
and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Instruments, Pfandbrief Instruments or ACS Instruments, and on
the distribution of this Prospectus or any Final Terms and other offering material relating
to the Instruments, Pfandbrief Instruments or ACS Instruments, see "Subscription and
Sale". In particular, Instruments, Pfandbrief Instruments or ACS Instruments have not
been and will not be registered under the United States Securities Act of 1933 (as amended)
(the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain
5


exceptions, Instruments, Pfandbrief Instruments or ACS Instruments may not be offered,
sold or delivered within the United States or to U.S. persons.
Neither the Prospectus nor any Final Terms constitutes an offer or an invitation to
subscribe for or purchase any Instruments, Pfandbrief Instruments or ACS Instruments,
and should not be considered as a recommendation by DEPFA plc, the Pfandbriefbank,
DEPFA ACS, the Dealers or any of them that any recipient of this Prospectus or any Final
Terms should subscribe for or purchase any Instruments, Pfandbrief Instruments or ACS
Instruments. Each recipient of the Prospectus or any Final Terms shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of
DEPFA plc, the Pfandbriefbank and DEPFA ACS.
All references in the Prospectus to "dollars", "U.S. dollars", "USD", "$" or
"U.S.$" are to the currency of the United States of America and all references to "euro",
"Euro" and "EUR" refer to the single 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.
This Prospectus supersedes the Prospectus dated 11 May 2007.
In connection with the issue of any Tranche of Instruments, Pfandbrief Instruments
or ACS Instruments, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or
persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over allot Instruments, Pfandbrief Instruments or ACS Instruments or effect transactions
with a view to supporting the market price of the Instruments, Pfandbrief Instruments or
ACS Instruments at a level higher than that which might otherwise prevail. However, there
is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Instruments, Pfandbrief Instruments or ACS Instruments is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Instruments, Pfandbrief Instruments or ACS
Instruments and 60 days after the date of the allotment of the relevant Tranche of
Instruments, Pfandbrief Instruments or ACS Instruments. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on
behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
6


INFORMATION INCORPORATED BY REFERENCE
The following information which has previously been published or is published
simultaneously with this Prospectus and has been submitted to and filed with the Irish Stock
Exchange shall be deemed to be incorporated in, and to form part of, this Prospectus:
1)
the audited consolidated financial statements of DEPFA plc for the years ended
31 December 2007 and 2006 and the audit reports thereon;
2)
the interim unaudited consolidated financial statements of DEPFA plc for the
three months ended 31 March 2008 and 31 March 2007;
3)
the audited financial statements of the Pfandbriefbank for the years ended 31
December 2007 and 2006 and the audit reports thereon;
4)
the cashflow statements of the Pfandbriefbank for the years ended 31 December
2006 and 31 December 2007 and the accountants' reports thereon;
5)
the audited financial statements of DEPFA ACS for the years ended 31 December
2007 and 2006 and the audit reports thereon; and
6)
the unaudited interim financial statements of Depfa ACS for the three months
ended 31 March 2008 and 31 March 2007,
save that any statement contained herein or in any of the documents incorporated by reference in,
and forming part of, this Prospectus shall be deemed to be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained in any supplement to this
Prospectus issued pursuant to Article 16 of the Prospectus Directive (Directive 2003/71/EC)
(the "Prospectus Directive") modifies or supersedes such statement.
The Supplemental Base Prospectus of DEPFA plc, the Pfandbriefbank and DEPFA ACS, dated
12 July 2007, which has been filed with the Irish Stock Exchange and approved by the Financial
Regulator shall be deemed to be incorporated in, and to form part of, this Prospectus. This
Supplemental Base Prospectus includes details on:
a)
The terms and conditions of the Instruments as originally set out on pages 15 up
to and including 35 of the listing particulars of DEPFA plc, the Pfandbriefbank
and DEPFA ACS contained in the 2003 Information Memorandum as approved
by the Irish Stock Exchange on 1 August 2003 (the "DEPFA 2003 Terms and
Conditions"');
b)
The terms and conditions of the Pfandbrief Instruments as originally set out on
pages 62 up to and including 75 of the listing particulars of the Pfrandbriefbank
contained in the 2003 Information Memorandum as approved by the Irish Stock
Exchange on 1 August 2003 (the "Pfandbriefbank 2003 Terms and Conditions");
c)
The terms and conditions of the ACS Instruments as originally set out on pages 91
up to and including 104 of the listing particulars of DEPFA ACS contained in the
2003 Information Memorandum as approved by the Irish Stock Exchange on 1
August 2003 (the "DEPFA ACS 2003 Terms and Conditions");
d)
The terms and conditions of the Instruments as originally set out on pages 14 up
to and including 34 of the listing particulars of DEPFA plc and DEPFA ACS
7


contained in the 2004 Information Memorandum as approved by the Irish Stock
Exchange on 30 July 2004 (the "DEPFA 2004 Terms and Conditions");
e)
The terms and conditions of the ACS Instruments as originally set out on pages 62
up to and including 75 of the listing particulars of DEPFA ACS contained in the
2004 Information Memorandum as approved by the Irish Stock Exchange on 30
July 2004 (the "DEPFA ACS 2004 Terms and Conditions").
In addition, the following documents have been filed with the Irish Stock Exchange and
shall be deemed to be incorporated in, and to form part of, this Prospectus.
a)
The terms and conditions of the Instruments as referred to on pages 17 up to and
including 37 of the prospectus of DEPFA plc and DEPFA ACS relating to the
Programme, dated 1 July 2005 (the "DEPFA 2005 Terms and Conditions");
b)
The terms and conditions of the ACS Instruments as referred to on pages 41 up to
and including 54 of the prospectus of DEPFA ACS relating to the Programme,
dated 1 July 2005 (the "DEPFA ACS 2005 Terms and Conditions");
c)
The terms and conditions of the Instruments as referred to on pages 21 up to and
including 41 of the prospectus of DEPFA plc, the Pfandbriefbank and DEPFA
ACS relating to the Programme, dated 30 June 2006 (the "DEPFA 2006 Terms
and Conditions");
d)
The terms and conditions of the Pfandbrief Instruments as referred to on pages 45
up to and including 58 of the prospectus of DEPFA plc, the Pfandbriefbank and
DEPFA ACS relating to the Programme, dated 30 June 2006 (the "Pfandbriefbank
2006 Terms and Conditions");
e)
The terms and conditions of the ACS Instruments as referred to on pages 59 up to
and including 72 of the prospectus of DEPFA plc, the Pfandbriefbank and
DEPFA ACS relating to the Programme, dated 30 June 2006 (the "DEPFA ACS
2006 Terms and Conditions");
f)
The terms and conditions of the Instruments as referred to on pages 25 up to and
including 44 of the prospectus of DEPFA plc, the Pfandbriefbank and DEPFA
ACS relating to the Programme, dated 11 May 2007 (the "DEPFA 2007 Terms
and Conditions");
g)
The terms and conditions of the Pfandbrief Instruments as referred to on pages 48
up to and including 60 of the prospectus of DEPFA plc, the Pfandbriefbank and
DEPFA ACS relating to the Programme, dated 11 May 2007 (the "Pfandbriefbank
2007 Terms and Conditions"); and
h)
The terms and conditions of the ACS Instruments as referred to on pages 61 up to
and including 73 of the prospectus of DEPFA plc, the Pfandbriefbank and
DEPFA ACS relating to the Programme, dated 11 May 2007 (the "DEPFA ACS
2007 Terms and Conditions").
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To the extent that part only of a document is incorporated by reference herein, the non-
incorporated part of such document is either not relevant for an investor or is covered elsewhere
in the Prospectus.
1
The DEPFA 2007 Terms and Conditions, the Pfandbriefbank 2007 Terms and Conditions, the DEPFA
ACS 2007 Terms and Conditions, the DEPFA 2006 Terms and Conditions, the Pfandbriefbank 2006 Terms
and Conditions, the DEPFA ACS 2006 Terms and Conditions, the DEPFA 2005 Terms and Conditions, the
DEPFA ACS 2005 Terms and Conditions, the DEPFA 2004 Terms and Conditions, the DEPFA ACS 2004
Terms and Conditions, the DEPFA 2003 Terms and Conditions, the Pfandbriefbank 2003 Terms and
Conditions and the DEPFA ACS 2003 Terms and Conditions shall be relevant in case of re-openings of
issues of Instruments, Pfandbrief Instruments or ACS Instruments, as the case may be) that were originally
opened having the benefit of one the aforementioned terms and conditions, as specified in the sections
'Form of Final Terms for Instruments' on page 115 of this Prospectus, 'Form of Final Terms for Pfandbrief
Instruments on page 134 of this Prospectus, and 'Form of Final Terms for ACS Instruments' on page 150 of
this Prospectus.
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TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME ............................................................................................11
RISK FACTORS ................................................................................................................................20
FORMS OF THE INSTRUMENTS..................................................................................................35
TERMS AND CONDITIONS OF THE INSTRUMENTS .............................................................39
SUMMARY OF PROVISIONS RELATING TO THE INSTRUMENTS WHILE IN GLOBAL
FORM..................................................................................................................................................70
TERMS AND CONDITIONS OF THE PFANDBRIEF INSTRUMENTS...................................74
TERMS AND CONDITIONS OF THE ACS INSTRUMENTS ....................................................94
PRO FORMA FINAL TERMS FOR INSTRUMENTS................................................................115
PRO FORMA FINAL TERMS FOR PFANDBRIEF INSTRUMENTS .....................................134
PRO FORMA FINAL TERMS FOR ACS INSTRUMENTS.......................................................150
USE OF PROCEEDS.......................................................................................................................167
TAXATION......................................................................................................................................168
DESCRIPTION OF DEPFA BANK PLC ......................................................................................177
DESCRIPTION OF DEPFA DEUTSCHE PFANDBRIEFBANK AG........................................189
DESCRIPTION OF PUBLIC SECTOR PFANDBRIEFE (ÖFFENTLICHE PFANDBRIEFE)196
DESCRIPTION OF DEPFA ACS BANK......................................................................................199
IRISH ASSET COVERED SECURITIES .....................................................................................204
SUBSCRIPTION AND SALE ........................................................................................................230
GENERAL INFORMATION..........................................................................................................236
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