Obligation DVB Bank AG 2% ( XS1209395729 ) en EUR

DVB Bank AG

100 % ▲

Allemagne

XS1209395729 ( en EUR )

2% par an ( paiement annuel )

26/03/2023 - Obligation échue

Prospectus brochure de l'obligation DVB Bank SE XS1209395729 en EUR 2%, échue

1 000 EUR

50 000 000 EUR

DVB Bank SE est une banque allemande spécialisée dans le financement du secteur maritime et des énergies renouvelables, offrant des services de financement, de gestion de risques et de conseil à une clientèle internationale.

L'Obligation émise par DVB Bank AG ( Allemagne ) , en EUR, avec le code ISIN XS1209395729, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/03/2023

Debt Issuance Programme Prospectus

DVB Bank Societas Europaea
(Frankfurt/Main, Federal Republic of Germany)
as Issuer
15,000,000,000
Debt Issuance Programme
(the "Programme")
This Debt Issuance Programme Prospectus has been approved by the Commission de Surveillance
du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent
authority under the Luxembourg law relating to prospectuses for securities (Loi relative aux
prospectus pour valeurs mobilières) dated 10 July 2005, as amended from time to time (the
"Luxembourg Prospectus Law") implementing into national law Directive 2003/71/EC of the
European Parliament and of the Council on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market of 4 November 2003, as amended
by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 (the
"Prospectus Directive"), and the Issuer has requested the CSSF to provide the competent authority
in the Federal Republic of Germany with a certificate of approval attesting that the Debt Issuance
Programme Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law
("Notification"). The Issuer may request the CSSF to provide competent authorities in additional
host Member States within the European Economic Area with a Notification.
Application has been made for the Instruments to be issued under the 15,000,000,000 Debt
Issuance Programme (the "Programme") described in this Debt Issuance Programme Prospectus to
be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the
regulated market Bourse de Luxembourg which is the regulated market for the purposes of Directive
2004/39/EC on Markets in Financial Instruments amending Council Directives 85/611/EEC and
93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing
Council Directive 93/22/EEC (the "MiFID"). Instruments issued under the Programme may also be
listed on an alternative stock exchange or may not be listed at all.
This document constitutes two base prospectuses of DVB Bank Societas Europaea in respect of (i)
non-equity securities within the meaning of Art. 22 (6) no. 4 of the Commission Regulation (EC) No
809/2004 of 29 April 2004 (the "Regulation") and (ii) Pfandbriefe within the meaning of Art. 22 (6)
no. 3 of the Regulation (together, the "Debt Issuance Programme Prospectus" or the
"Prospectus").
Arrangers
Deutsche Bank
DZ BANK AG
Dealers
BNP PARIBAS
Deutsche Bank
DVB
DZ BANK AG
HSBC
The date of this Prospectus is 9 May 2014. This Prospectus is valid for one year from the date of its
approval.

TABLE OF CONTENTS
Summary of the Prospectus .................................................................................................................. 1
German Translation of the Summary of the Prospectus (Zusammenfassung des Prospekts) ........... 24
Risk Factors ........................................................................................................................................ 52
General Description of the Programme ............................................................................................... 70
Terms and Conditions of the Instruments (English Language Version) .............................................. 73
Terms and Conditions of the Instruments (German Language Version) ........................................... 116
Form of Final Terms (Muster Endgültige Bedingungen) ................................................................ 163
Information about DVB Bank SE and DVB Group ............................................................................ 178
German Pfandbriefe .......................................................................................................................... 204
Taxation ............................................................................................................................................ 209
Sale of Notes ..................................................................................................................................... 213
Selling Restrictions ............................................................................................................................ 214
General Information .......................................................................................................................... 218

- 1 -

SUMMARY OF THE PROSPECTUS
Summaries are made up of disclosure requirements known as `Elements'. These Elements are
numbered in Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of
securities and Issuer. Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the Element.
In this case a short description of the Element is included in the summary with the mention of 'not
applicable'.
Section A Introduction and warnings
Element

A.1
Warning that:

this Summary should be read as an introduction to the Prospectus;

any decision to invest in the [Notes][Pfandbriefe] should be based on
consideration of the Prospectus as a whole by the investor;

where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the Member States, have to bear the costs of translating the
Prospectus, before the legal proceedings are initiated; and

civil liability attaches only to the Issuers which have tabled the Summary
including any translation thereof, but only if the Summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Prospectus or it does not provide, when read together with the other parts of
the Prospectus, key information in order to aid investors when considering
whether to invest in the [Notes][Pfandbriefe].
A.2
Each of BNP PARIBAS, Deutsche Bank Aktiengesellschaft, DVB Bank SE, DZ BANK
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, HSBC Bank plc
(each a "Dealer" and, together, the "Dealers") and/or each further financial
intermediary subsequently reselling or finally placing [Notes][Pfandbriefe] is entitled to
use the Prospectus [in Luxembourg] [and] [in the Federal Republic of Germany] for
the subsequent resale or final placement of the [Notes][Pfandbriefe]] during the
period from [·] to [·], provided however, that the Prospectus is stil valid in accordance
with Article 11 of the Luxembourg law relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières) which implements Directive
2003/71/EC of the European Parliament and of the Council of 4 November, 2003 (as
amended by Directive 2010/73/EU of the European Parliament and of the Council of
24 November 2010).

The Prospectus may only be delivered to potential investors together with all
supplements published before such delivery.

When using the Prospectus, each Dealer and/or relevant further financial intermediary
must make certain that it complies with all applicable laws and regulations in force in
the respective jurisdictions.

In the event of an offer being made by a Dealer and/or a further financial
intermediary, the Dealer and/or the further financial intermediary shall provide
information to investors on the terms and conditions of the offer of the
[Notes][Pfandbriefe] at the time of that offer.

- 2 -

Section B Issuer
Element

B.1
Legal
and DVB Bank Societas Europaea ("DVB Bank SE" or, the
commercial name of "Issuer") is both the legal and the commercial name of the
the Issuer
Issuer.
B.2
Domicile, legal form, DVB Bank SE is a Societas Europaea, incorporated and
legislation, country operated under the laws of Germany and domiciled in the
of incorporation
Federal Republic of Germany.
B.4b
Description of any The Issuer is dependent on the macroeconomic environment
known
trends and the environment of the transport sector, as well as the
affecting the Issuer general economic and legal environment of the countries in
and the industries in which it operates. DVB expects that the transport sector will
which it operates
in the long term experience growth, even though being
subject to high cyclicality. The global financial crisis, the
sovereign debt crisis, and the resulting uncertainties in the
development of the worldwide transport sector as well as
certain overcapacities in certain segments of the transport
sector can have a material adverse effect on DVB Group's
("DVB") financial condition and results of operations.
B.5
Description of the DVB operates via its main operating companies, DVB Bank
Group
and
the SE, DVB Bank America N.V., DVB Group Merchant Bank
Issuer's
position (Asia) Ltd. and DVB Transport Finance Limited at a global
within the Group
level as a specialised bank with a focus on the transport
market. DVB Bank SE is the parent company of DVB.
B.9
Profit forecast or Not applicable; no profit forecast or estimate is made.
estimate
B.10
Qualifications in the Not
applicable.
Ernst
&
Young
GmbH
auditor's reports on Wirtschaftsprüfungsgesellschaft,
Stuttgart,
office
the
historical Eschborn/Frankfurt am Main, audited the consolidated
financial information financial statements of DVB Bank SE for the business years
ended 31 December 2013 and 31 December 2012 and
issued unqualified audit opinions thereon.
B.12
Selected
historical The following tables set out selected financial information
key
financial concerning DVB's assets and liabilities, financial position and
information
profits and losses. The financial information with respect to
the business years ended 31 December 2013 and 31
December 2012 is derived from the audited consolidated
financial statements for the business year ended 31
December 2013 (including the comparative financial
information for the business year ended 31 December 2012)
contained in the Annual Report 2013.

Statement of financial position (IFRS) (figures from the
audited 2013 consolidated financial statements)

Assets ( mn)
31 Dec
31 Dec
%
2013
2012

Loans and advances to banks
212.3
469.6
-54.8

Loans and advances to customers
18,896.9
19,908.3
-5.1

Allowance for credit losses
-203.7
-149.3
36.4

Investment securities
496.5
476.5
4.2

Intangible assets
101.4
100.0
1.4

Property and equipment
459.2
929.1
-50.6

Total
23,363.1
23,804.8
-1.9

- 3 -

Equity and liabilities
31 Dec
31 Dec
%
( mn)
2013
2012

Deposits from other banks
3,783.6
4,785.6
-20.9

Deposits from customers
6,113.6
5,172.9
18.2

Securitised liabilities
11,134.5
11,391.4
-2.3

Equity
1,398.9
1,328.9
5.3

Issued share capital
116.7
117.9
-1.0

Capital reserve
321.3
331.3
-3.0

Retained earnings
918.7
836.1
9.9

Total
23,363.1
23,804.8
-1.9

Income statement (IFRS) (figures from the audited 2013
consolidated financial statements)

( mn)
1 Jan
1 Jan
%
2013 31
2012- 31
Dec 2013
Dec 2012

Net interest income
241.8
230.0
-5.1

Allowance for credit losses
-87.1
-70.7
-23.2

Net interest income after allowance
154.7
159.3
-2.9
for credit losses

Net fee and commission income
128.7
130.7
-1.5

General administrative expenses
-178.8
-184.0
-2.8

Net
other
operating
-4.1
42.7

income/expenses

Consolidated net income before
105.6
157.2
-32.8
IAS 39 and taxes

Net
result
from
financial
18.2
-15.8

instruments in accordance with
IAS 39

Consolidated net income before
123.8
141.4
-12.4
taxes

Consolidated net income
110.2
124.9
-11.8

Earnings per share

Average number of ordinary shares
45,950,673
46,107,418
-0.3
issued

Basic earnings per share ()
2.41
2.75
-12.4

Diluted earnings per share ()
2.41
2.75
-12.4

Appropriation of profits (IFRS) (figures from the audited
2013 consolidated financial statements)

( mn)
1 Jan
1 Jan 2012
%
2013 - 31
- 31 Dec
Dec 2013
2012

Consolidated net income (after taxes)
110.2
124.9
-11.8

Consolidated net income attributable
0.5
1.7
-70.6
to non-controlling interests

Transfer to retained earnings
-82.8
-98.7
-16.1

Distributable profit
27.9
27.9
0.0

A statement that There has been no material adverse change in the prospects
there has been no of DVB Bank SE since 31 December 2013.
material
adverse
change
in
the
prospects
of the
Issuer since the date
of its last published
audited
financial
statements
or
a
description of any
material
adverse
change

- 4 -

A
description
of Not applicable. There has been no significant change in the
significant changes financial or trading position of DVB Bank SE since 31
in the financial or December 2013.
trading
position
subsequent to the
period covered by
the
historical
financial information
B.13
Recent Events
Not applicable. Since the date of the last published audited
consolidated financial statements for the business year
ended 31 December 2013, there have been no recent events
particular to DVB Bank SE which are to a material extent
relevant to the evaluation of DVB Bank SE's solvency.
B.14
Please read Element B.5 together with the information below
Dependence
upon Not applicable; DVB Bank SE is the parent company of the
other entities within DVB Group.
the group
B.15
A description of the DVB Bank SE is a credit institution and the parent company
Issuer's
principal of DVB (see Element B.5). DVB is specialised in providing
activities
financing for selected segments of the global transport
market and a provider of selected transport-market-related
services. Via its operating companies, DVB operates at a
global level as a specialised bank with a focus on the
transport market.

The business divisions of DVB are:

- Shipping Finance

- Aviation Finance

- Offshore Finance

- Land Transport Finance

- Investment Management

- Business activities of the subsidiary ITF International
Transport Finance Suisse AG ("ITF Suisse").

The business activities of DVB are based on its market
analyses (Asset & Market Research). The Asset & Market
Research unit analyses the development of the transport
market segments that are relevant for the business activities
of DVB and the market development of individual assets
financed by the Group.

- 5 -

B.16
Controlling Persons
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main ("DZ BANK") currently holds over 95% of
DVB Bank SE's issued share capital and controls DVB Bank
SE.
B.17
Credit ratings
Standard & Poor's Credit Markets Services Europe Limited
assigned to the
("Standard & Poor's")(1)(2) has assigned the long-term
Issuer
counterparty credit rating A+(3) and the short-term credit
rating A-1(3) (outlook stable) to DVB Bank SE.

Fitch Ratings Ltd. ("Fitch")(2)(4) has assigned the long-term
issuer default rating A+(3) (Group Rating) and the short-term
issuer default rating F1+(3) (Group Rating) to DVB Bank SE
within the scope of the German Co-operative Financial
Services Network's rating. Within this scope, Fitch has also
assigned to DVB's Debt Issuance Programme the ratings LT
Senior unsecured: A+(3) and ST senior unsecured F1+(3).
_____________________
(1)
Standard & Poor's is established in the European Community and is registered under Regulation (EC) No 1060/2009
of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, amended by
Regulation (EC) No 513/2011 of the European Parliament and of the Council of 11 May 2011 (the "CRA
Regulation").
(2)
The European Securities and Markets Authority publishes on its website (http://www.esma.europa.eu/page/List-
registeredand-certified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That
list is updated within five working days following the adoption of a decision under Article 16, 17 or 20 CRA
Regulation. The European Commission shall publish that update list in the Official Journal of the European Union
within 30 days following such update.
(3)
A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of
the entity being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be
revised or withdrawn by the rating agency at any time.
(4)
Fitch is established in the European Community and is registered under the CRA Regulation.

- 6 -

Section C Securities
Element

C.1
Type and class of
Class
the securities,
The Issuer issues [notes (the "Notes")]
including any
[Flugzeugpfandbriefe (the "Pfandbriefe")]
security
[Schiffspfandbriefe (the "Pfandbriefe")].
identification
number
Issuance in Series
The [Notes][Pfandbriefe] are issued as Series number [·],

Tranche number [·].

Security Identification Number(s)

[Temporary] ISIN:

[·]

[Temporary] Common Code:
[·]

[Temporary] WKN

[·]

[Temporary] [Other:

[·]]
C.2
Currency of the
The [Notes][Pfandbriefe] are issued in [].
securities issue
C.5
Restrictions on the
Not applicable. The [Notes][Pfandbriefe] are freely
free transferability of transferable.
the securities
C.8
Rights attached to
Rights attached to the [Notes][Pfandbriefe]
the securities,
Each holder of the [Notes][Pfandbriefe] has the right vis-à-
ranking of the
vis the Issuer to claim payment of interest and nominal when
securities and
such payments are due in accordance with the terms and
limitations to the
conditions of the [Notes][Pfandbriefe].
rights attached to
the securities
Ranking of the [Notes][Pfandbriefe]
[In case of senior Notes other than Pfandbriefe insert:

The Notes will constitute unsecured and unsubordinated

obligations of the Issuer ranking pari passu among

themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer.]

[In case of subordinated Notes other than Pfandbriefe
insert:

The Notes will constitute unsecured and subordinated
obligations of the Issuer ranking pari passu among
themselves and pari passu with all other subordinated
obligations of DVB Bank SE. In the event of the dissolution,
liquidation, institution of insolvency proceedings over the
assets of, composition or other proceedings for the
avoidance of the institution of insolvency proceedings over
the assets of, or against the Issuer, such obligations will be
subordinated to the claims of all unsubordinated creditors of
the Issuer.]

[In case of Pfandbriefe insert:

The obligations under the Pfandbriefe will constitute
unsubordinated obligations of the Issuer ranking pari passu
among themselves and pari passu with all other obligations
of the Issuer under any other Pfandbriefe and any potential
obligations of the Issuer arising from derivatives which serve
as cover assets as described in § 4 paragraph 3 of the
German Pfandbrief Act.

The Pfandbriefe will be covered by a separate pool of cover
assets, as described below, in accordance with the German
Pfandbrief Act.]

[In case of Schiffspfandbriefe insert:

Eligible shipping loans, derivatives and other financial assets
duly registered with the Schiffspfandbriefe cover register
(Deckungsregister) in accordance with the applicable
provisions in the German Pfandbrief Act serve as collateral
for the Schiffspfandbriefe.]

- 7 -

[In case of Flugzeugpfandbriefe insert:

Eligible aircraft loans, derivatives and other financial assets
duly registered with the Flugzeugpfandbriefe cover register
(Deckungsregister) in accordance with the applicable
provisions in the German Pfandbrief Act serve as collateral
for the Flugzeugpfandbriefe.]

Redemption

The [Notes][Pfandbriefe] will be redeemed at par on
[Maturity Date] (the "Maturity Date").

[Insert in case of Notes other than Subordinated Notes
and Pfandbriefe: Early Redemption for taxation reasons

Upon giving accordant notice, the Issuer may redeem the
outstanding Notes in whole, but not in part, for taxation
reasons.]

[Insert in case of Notes or Pfandbriefe with a call option:
Early Redemption at the option of the Issuer

The Issuer may, at its option, upon giving accordant notice,
redeem all or some of the [Notes][Pfandbriefe] prior the
Maturity Date on [Insert Call Redemption Date(s)].]

[Insert in case of Subordinated Notes:
Early Redemption for regulatory or taxation reasons

The Issuer may at its option, upon giving accordant notice,
early redeem the Notes if at least five years have passed
since the issue of the Notes, subject to fulfilment of certain
other conditions. The Issuer may at its option, upon giving
accordant notice, early redeem the Notes before five years
have passed since the issue of the Notes if the regulatory
classification of the Notes has changed, that would likely
result in it no longer being recognised as own funds, or in
case of a change of the applicable tax treatment, in each
case subject to fulfilment of certain other conditions

[In case of senior Notes other than Pfandbriefe insert:
Event of Default

The Notes provide for events of default entitling the holders
to demand immediate redemption of the Notes.]

[In case of Notes other than Pfandbriefe insert:
Resolution of Holders:

The Notes provide for resolutions of holders.]

Presentation Periods, Prescription

The rights to payment of principal and interest (if any) under
the [Notes][Pfandbriefe] are subject to prescription within a
period of two years. The prescription period begins at the
end of the period during which the [Notes][Pfandbriefe] must
be duly presented which is reduced to 10 years.
C.9
Please read Element C.8 together with the information below

Interest / Fixed Rate
Interest
[Notes][Pfandbriefe]
[Insert in case of Fixed Rate Notes or Fixed Rate
/ Floating Rate
Pfandbriefe: The [Notes][Pfandbriefe] bear interest at a rate
[Notes][Pfandbriefe]
of [rate of interest] as from [interest commencement
/ Maturity Date /
date] (including) until [maturity date] (excluding). Interest is
Yield
payable annually in arrear on [interest payment date(s)] of
each year. The first payment of interest shall be made on []
[and will amount to [] per [Note][Pfandbrief] in a
denomination of [][ and [] per [Note][Pfandbrief] in a
denomination of []].]

- 8 -

[In case of Floating Rate Notes or Floating Rate
Pfandbriefe insert: The [Notes][Pfandbriefe] shall bear
interest on their principal amount from [interest
commencement date] (inclusive) to the first Interest
Payment Date (exclusive) and thereafter from each Interest
Payment Date (inclusive) to the next following Interest
Payment
Date
(exclusive).
Interest
on
the
[Notes][Pfandbriefe] shall be payable on each Interest
Payment Date. The rate of interest for each Interest Period
(as defined below) wil be the offered quotation (expressed
as a percentage rate per annum) for deposits in the
Specified Currency for that Interest Period which appears on
the Screen Page as of 11:00 a.m. [(Brussels time)] [(London
time)] on the Interest Determination Date (as defined below)
[[plus] [minus] the Margin (as defined below)], all as
determined by the Calculation Agent.]

["Margin" shall mean [·] per cent.]
"Interest Payment Date[s]" shall mean [].

"Interest Period" shall mean [].

"Interest Determination Date" means the [second] [insert
other applicable number of days] Business Day (as
defined below) prior to the commencement of the relevant
Interest Period.

"Business Day" means [if the specified currency is not
Euro insert: a day which is a day (other than a Saturday or
a Sunday) on which commercial banks are generally open
for business in, and foreign exchange markets settle
payments in [insert all relevant financial centre]] [if the
specified currency is Euro insert: a day on which the
Clearing System as well as all relevant parts of the Trans-
European Automated Real-time Gross Settlement Express
Transfer System (TARGET2) are operational to effect the
relevant payment].]

Repayment Procedure

Payment in respect of the [Notes][Pfandbriefe] shall be
made to the clearing system or to its order for credit to the
account of the relevant account holders of the clearing
system.

Representation of holders of Notes

[Not applicable. There is no representative of holders of
Notes designated in the terms and conditions of the Notes.]
[[] is the representative of the holders of the Notes.]

[In case of Fixed Rate Notes or Fixed Rate Pfandbriefe
insert: Yield

The yield equals [] per cent per annum.]
C.10
Please read Element C.9 together with the information below
Derivative
Not applicable, there is no derivative component in the
Component in the
interest payment.
Interest Payment
C.11
Admission to trading [Application
has
been
made
to
admit
the
[Notes][Pfandbriefe] to be issued under the Programme to
trading on the regulated market of the Luxembourg Stock
Exchange].

[C.21
Indication of the
[Application
has
been
made
to
admit
the
market where the
[Notes][Pfandbriefe] to be issued under the Programme to
[Notes][Pfandbriefe]
trading on the regulated market of the Luxembourg Stock
will be traded and for Exchange].
which the
[Not applicable, the Issuer does not intend to make any
Prospectus has
application for the [Notes][Pfandbriefe] to be admitted to
been published
trading on any stock exchange.]]