Raiffeisen Bank International AG
EANS-Capital Market Information: Raiffeisen Bank International AG
Change of
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Notice to Noteholders under the Euro Medium Term Note Programme of
Raiffeisen Zentralbank Österreich Aktiengesellschaft
(the "Programme")
Merger of Raiffeisen Zentralbank Österreich Aktiengesellschaft
into Raiffeisen Bank International AG
Notes outstanding under the Programme (the "Notes"):
Series No. / ISIN:
Series 8 / XS0120255137;
Series 11 / XS0146284442;
Series 54 / XS0289338609;
Series 59 / XS0300807939;
Series 89 / XS0361753204;
Series 100 / XS0383448114;
Series 108 / XS0439489625
On 18 March 2017, the down-stream merger of Raiffeisen Zentralbank Österreich
Aktiengesellschaft ("RZB") into its majority-owned subsidiary Raiffeisen Bank
International AG ("RBI") ("Merger") was registered in the Austrian company
register (Firmenbuch). The Merger occurred under Austrian law pursuant to which
RBI became the universal successor of RZB, assuming all of its rights and
liabilities (including those under the Notes).
Deutsche Trustee Company Limited as trustee (the "Trustee") for the holders of
the Notes (the "Noteholders") has determined pursuant to Clause 10.1 of each of
the Trust Deeds (as defined below) appertaining to each of the Series of Notes
that any Potential Event of Default or Event of Default that might have
otherwise occurred as a result of the Merger pursuant to:
(A) Conditions 10(e)(i), 10(e)(ii) and 10(h) of the Notes constituted by each of
the 1999 Trust Deed and the 2001 Trust Deed (as defined below); and
(B) Conditions 14(e)(i), 14(e)(ii) and 14(h) of the Notes constituted by each of
the 2006 Trust Deed, the 2007 Trust Deed and the 2009 Trust Deed (as defined
below),
shall not be treated as such for the purposes of the Notes. The Trustee has made
its determination on the basis that the Merger is not materially prejudicial to
the interests of the Noteholders. In reaching such determination, the Trustee
has considered certain information provided to it by RZB and RBI as to the
financial position of RBI following the Merger and, in particular, the fact
that, as RBI will, as a result of the Merger, become the universal successor of
RZB and thus assume all liabilities under the Notes and the Trust Deeds, the
economic strength of the Guarantee and the Subordinated Payment Undertaking
will, following the Merger, be behind and an integral part of RBI such that the
removal of the Guarantee and the Subordinated Payment Undertaking (as described
below) will not be materially prejudicial to the interests of the Noteholders.
Pursuant to a Supplemental Trust Deed and a Supplemental Agency Agreement (each
dated 17 March 2017 and between, among others, RBI and the Trustee), with effect
from 18 March 2017, all references to RZB and the RZB Group in the Supplemented
Trust Deeds, the Conditions, the Notes, each Agency Agreement and related
documentation shall be read and construed as referring to RBI and the RBI Group
respectively, and each of the Deed of Guarantee and the Subordinated Payment
Undertaking (each dated 8 October 2010) between RBI and the Trustee are
terminated and all references thereto in the Supplemented Trust Deeds, the
Conditions and the Notes are deleted. In addition, notice is hereby given that
RBI has succeeded RZB as a Paying Agent (as defined therein) under the relevant
Agency Agreements.
This notice applies to the following trust deeds relating to the Programme:
* the trust deed dated 10 May 1999, as amended on 26 June 2000, as further
amended and restated on 8 October 2010 (the "1999 Trust Deed"), and as further
supplemented on 17 March 2017 (the "1999 Supplemented Trust Deed");
* the trust deed dated 26 June 2001, as amended and restated on 8 October 2010
(the "2001 Trust Deed"), and as further supplemented on 17 March 2017 (the
"2001 Supplemented Trust Deed");
* the trust deed dated 22 December 2006, as amended and restated on 8 October
2010 (the "2006 Trust Deed"), and as further supplemented on 17 March 2017
(the "2006 Supplemented Trust Deed");
* the trust deed dated 20 December 2007, as amended and restated on 8 October
2010 (the "2007 Trust Deed"), and as further supplemented on 17 March 2017
(the "2007 Supplemented Trust Deed"); and
* the trust deed dated 2 March 2009, as amended and restated on 8 October 2010
(the "2009 Trust Deed"), and as further supplemented on 17 March 2017 (the
"2009 Supplemented Trust Deed"),
with the 1999 Trust Deed, the 2001 Trust Deed, the 2006 Trust Deed, the 2007
Trust Deed and the 2009 Trust Deed together being referred to as the "Trust
Deeds" and the 1999 Supplemented Trust Deed, the 2001 Supplemented Trust Deed,
the 2006 Supplemented Trust Deed, the 2007 Supplemented Trust Deed and the 2009
Supplemented Trust Deed together as the "Supplemented Trust Deeds".
Capitalised terms used in this notice and not otherwise defined bear, in respect
to each Series of Notes, the meanings given to them in the relevant Supplemented
Trust Deed appertaining to each such Series of Notes.
Noteholders may obtain further information from:
Susanne Langer
Head of Group Investor Relations
Raiffeisen Bank International AG
Am Stadtpark 9, A-1030 Vienna, Austria
ir@rbinternational.com
Phone: +43-1-71707-2089
March 2017 Raiffeisen Bank International AG
Further inquiry note:
Raiffeisen Bank International AG
Mag. Susanne Langer
Tel.: +43 1 71707-2089
ir@rbinternational.com
end of announcement euro adhoc
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issuer: Raiffeisen Bank International AG
Am Stadtpark 9
A-1030 Wien
phone: +43 1 71707-2089
FAX: +43 1 71707-2138
mail: ir@rbinternational.com
WWW: www.rbinternational.com
sector: Banking
ISIN: AT0000606306
indexes: ATX Prime, ATX
stockmarkets: official market: Wien, stock market: Luxembourg Stock Exchange
language: English
Original content of: Raiffeisen Bank International AG, transmitted by news aktuell