05.06.2014
Deutsche Bank AG DE0005140008
DGAP-Adhoc: Deutsche Bank AG fixes subscription price for new shares at EUR 22.50 per share
Deutsche Bank AG / Key word(s): Capital Increase
05.06.2014 11:45
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Frankfurt am Main, 5 June 2014 - Deutsche Bank AG (XETRA: DBKGn.DE / NYSE:
DB) today fixed the subscription price for new shares issued as part of the
Bank's capital increase against cash contributions at EUR 22.50 per share.
- Issue of 299.8 million new shares
- Subscription ratio of 18 : 5
- Gross proceeds of EUR 8.5 billion
Deutsche Bank will issue a total of 299.8 million new registered no par
value shares (common shares) in public offerings in Germany, the United
Kingdom and in the United States, using authorized capital. This
corresponds to a subscription ratio of 18 : 5, i.e. Deutsche Bank
shareholders may acquire for every 18 existing shares 5 new shares at the
subscription price during the subscription period which is expected to run
from 6 June through 24 June 2014. The new shares will have full dividend
entitlement from 1 January 2014. The gross proceeds from the offering,
which is fully underwritten, will amount to EUR 6.75 billion.
As announced on 18 May 2014, shares with a value of EUR 1.75 billion were
already placed with Paramount Services Holdings Ltd. prior to the rights
offering. Paramount Services Holdings Ltd. has committed to exercise all of
its subscription rights in the rights issue.
The rights offering follows the recent placement of new shares with
Paramount Services Holdings Ltd. and the recently announced issuance of
Additional Tier 1 capital with a nominal amount of approximately EUR 3.5
billion. Had these transactions been completed on March 31, 2014, Deutsche
Bank's Common Equity Tier 1 (CET1) ratio on that date would have been 12.0%
on a pro forma CRD4 fully-loaded basis rather than 9.5%. This increase
follows significant strengthening of this ratio, which stood below 6%
(estimated on a pro forma basis) in mid 2012, under Strategy 2015+. The pro
forma CRD4 fully-loaded leverage ratio at the end of the first quarter 2014
would have been 3.4%, on the same basis, rather than 2.5%.
Trading in the subscription rights on the German stock exchanges is
expected to take place from 6 June through 20 June 2014, and the rights are
expected to be admitted to trading on the New York Stock Exchange from 6
June 2014 through 18 June 2014. Delivery of the new shares subscribed as
part of the rights offering is expected to take place on or about 25 June
2014.
It is expected that the new shares will be included in the existing
quotation of the Deutsche Bank shares on the German stock exchanges on or
about 25 June 2014. The inclusion of the new shares in the existing listing
on the New York Stock Exchange is expected at the same time.
Important notice
Forward-looking statements contain risks
This press release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts; they include
statements about our beliefs and expectations. Any statement in this
release that states our intentions, beliefs, expectations or predictions
(and the assumptions underlying them) is a forward-looking statement. These
statements are based on plans, estimates and projections as they are
currently available to the management of Deutsche Bank. Forward-looking
statements therefore speak only as of the date they are made, and we
undertake no obligation to update publicly any of them in light of new
information or future events.
By their very nature, forward-looking statements involve risks and
uncertainties. A number of important factors could therefore cause actual
results to differ materially from those contained in any forward-looking
statement. Such factors include the conditions in the financial markets in
Germany, in Europe, in the United States and elsewhere from which we derive
a substantial portion of our trading revenues, potential defaults of
borrowers or trading counterparties, the implementation of our strategic
initiatives, the reliability of our risk management policies, procedures
and methods, and other risks referenced in our filings with the U.S.
Securities and Exchange Commission (SEC). Such factors are described in our
SEC Form 20-F of March 20, 2014 on pages 11 through 29 under the heading
"Risk Factors." Copies of this document are readily available upon request
or can be downloaded from www.db.com/ir. This release also contains
non-IFRS financial measures. For a reconciliation to directly comparable
figures reported under IFRS, refer to the 1Q2014 Interim Report, which is
available at www.deutsche-bank.com/ir.
For readers in the European Economic Area
This release does not constitute an offer to sell, or the solicitation of
an offer to buy or subscribe for, any securities of Deutsche Bank AG. This
document does not constitute a prospectus within the meaning of the EC
Directive 2003/71/EC of the European Parliament and Council dated 4
November 2003, as amended (the "Prospectus Directive"). The public offer in
Germany and the United Kingdom will be made solely by means of, and on the
basis of, a securities prospectus which is to be published following its
approval by the German Federal Financial Supervisory Authority (BaFin). Any
investment decision regarding any subscription rights or shares should only
be made on the basis of the prospectus which will be published after its
approval and will be available for download on the internet site of
Deutsche Bank AG (www.db.com). Copies of the prospectus will also be
readily available upon request and free of charge at Deutsche Bank AG,
Große Gallusstraße 10-14 60311 Frankfurt am Main, Germany.
In any Member State of the European Economic Area that has implemented the
Prospectus Directive (other than Germany or the United Kingdom) this
communication is only addressed to, and directed at, qualified investors in
that Member State within the meaning of the Prospectus Directive.
For readers in the United Kingdom
This communication is only being distributed to, and is only directed at,
(i) persons who are outside the United Kingdom or (ii) investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
high net worth companies falling within Article 49(2)(a) to (d) of the
Order, or (iv) other persons to whom it may lawfully be communicated, (all
such persons together being referred to as "relevant persons"). The new
shares are only available to, and any invitation, offer or agreement to
subscribe for, purchase or otherwise acquire such new shares will be
engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents.
For readers in the US
Deutsche Bank has filed a registration statement (including a prospectus)
with the U.S. Securities and Exchange Commission (the "SEC") for the
offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement, the supplement to that
prospectus Deutsche Bank expects to file with the SEC and other documents
Deutsche Bank has filed and will file with the SEC for more complete
information about Deutsche Bank and this offering. You may get these
documents, once filed, free of charge by visiting EDGAR on the SEC Web site
at www.sec.gov. Alternatively, Deutsche Bank, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus after
filing if you request it by calling Deutsche Bank at +49 69 910-35395.
For readers in Australia
This document does not constitute an offer of securities to any person or
an invitation to any person to apply for the issue of securities. This
document will not be lodged with the Australian Securities and Investments
Commission. This document is only being distributed to, and is only
directed at, wholesale clients in accordance with section 761G of the
Corporations Act 2001 (Cth) or persons to whom disclosure is not otherwise
required under section 708 of the Corporations Act 2001 (Cth).
For readers in Canada
This document does not constitute an offer to sell, or the solicitation of
an offer to buy or subscribe for, any securities, and cannot be relied on
for any investment contract or decision. Before you invest, you should
read the Canadian offering memorandum the issuer expects to file on with
the Canadian securities regulatory authorities and other documents the
issuer has filed and will file with the Canadian securities regulatory
authorities for more complete information about the about the issuer and
this offering. You may get these documents, once filed, free of charge by
visiting SEDAR at www.sedar.com. Alternatively, you can request a copy of
the Canadian offering memorandum after it is filed by calling Deutsche Bank
at +49 69 910-35395. The new shares may be offered and sold in Canada only
to purchasers purchasing as principal that are both "accredited investors"
as defined in National Instrument 45-106 Prospectus and Registration
Exemptions and "permitted clients" as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations."
NOT FOR PUBLICATION IN JAPAN
Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt am Main
Germany
ISIN: DE0005140008
WKN: 514000
Listed: Regulated market in Berlin-Bremen, Duesseldorf, Frankfurt (Prime
Standard), Hamburg, Hanover, Munich und Stuttgart; EUREX; NYSE
The International Securities Identification Numbers (ISINs) of further
financial instruments issued by Deutsche Bank AG, and admitted to trading
on a domestic organized market or for which such admission has been applied
for, are available on Deutsche Bank's Investor Relations website under
https://www.db.com/ir/.
05.06.2014 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt a. M.
Germany
Phone: +49 (0)69 910-00
Fax: +49 (0)69 910-38966
E-mail: [email protected]
Internet: www.deutsche-bank.de
ISIN: DE0005140008
WKN: 514000
Indices: DAX, EURO STOXX 50
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse
EUREX; NYSE
End of Announcement DGAP News-Service
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