«This document compiles two base prospectuses with different categories of securities pursuant Article 22(6) of the Commission Regulation (EC) No ...»
This document compiles two base prospectuses with different categories of securities pursuant Article 22(6) of the
Commission Regulation (EC) No 809/2004 of 29 April 2004, as amended (the “Prospectus Regulation”): (i) the
base prospectus in respect of non-equity securities within the meaning of No. 4 of Article 22(6) of the Prospectus
Regulation (“Non-Equity Securities”), and (ii) the base prospectus in respect of Pfandbriefe as non-equity securities
within the meaning of No. 3 of Article 22 (6) of the Prospectus Regulation (together, the “Base Prospectus”).
Base Prospectus 11 April 2016 Deutsche Pfandbriefbank AG Munich, Federal Republic of Germany as Issuer Euro 50,000,000,000 Debt Issuance Programme (the “Programme”) Under this Programme, Deutsche Pfandbriefbank AG (the “Issuer”) may from time to time issue notes (including Pfandbriefe) (the “Notes”) denominated in any currency (subject always to compliance with all legal and/or regulatory requirements) agreed by the Issuer and the relevant Dealer(s) (as defined below).
The Base Prospectus has been approved by the Bundesanstalt für Finanzdienstleistungsaufsicht of the Federal Republic of Germany in its capacity as competent authority (the “Competent Authority”). Applications have been made (i) to the Competent Authority to provide the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg, the Autoriteit Financiële Markten of the Netherlands, the Financial Services Authority of the United Kingdom, the Central Bank of Ireland, the Finanzmarktaufsicht of Austria, the Kredittilsynet / Oslo Børs of Norway, the Commissione Nazionale per le Società e la Borsa of Italy and the Comisión Nacional del Mercado de Valores of the Kingdom of Spain with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz) which implements the Directive 2003/71/EC, as amended (the “Prospectus Directive”) and a copy of the Base Prospectus, (ii) to the Luxembourg Stock Exchange for such Notes to be listed on the regulated market (as defined by the Directive 2004/39/EC) of the Luxembourg Stock Exchange and (iii) to list the Notes on the regulated market of the Frankfurt Stock Exchange and of the Munich Exchange. Notes issued under the Programme may also be listed on any other stock exchange or may not be admitted to trading at all. This Base Prospectus replaces and supersedes any previous base prospectuses, information memoranda or supplements thereto relating to the Programme.
Please note that the approval of the Base Prospectus by the Competent Authority is based on the scrutiny of the completeness of the Base Prospectus including the consistency and the comprehensibility only and is restricted to securities within the scope of the Prospectus Directive.
The Notes may be offered and sold from time to time by the Issuer outside the United States through the Dealers listed below. Notes may be sold to the Dealers as principals at negotiated discounts. The Issuer reserves the right to sell Notes directly otherwise than through the Dealers and to appoint other dealers in addition to the Dealers listed below (together, the “Dealers”). No termination date for the offering of the Notes has been established. There can be no assurance that all or any Notes will be sold or that there will be a secondary market in the Notes (see Section XII. “Subscription and Sale”).
Summaries consist of specific 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”.
The following Summary contains options and blank spaces, marked by square brackets or bold script, relating to the Notes that may be issued under the Prospectus. The summaries for the individual issues, where applicable, of Notes will be included in the Final Terms and will contain only those options that are relevant for the respective issue of Notes. In addition, the placeholders (“●”) contained in the following Summary that are relevant for the particular issue will be completed in the summary for the individual issue.
The Issuer is exposed to risks resulting from its cyclical and low-number highvolume business model.
The Issuer is exposed to operational risks including the risk of losses resulting from inadequate or failed internal processes, people and systems or from external events, reputational risk, the risk of cyberattacks and the risk of potential failings of key outsourcing suppliers.
The Issuer is exposed to real estate risk in relation to the valuation of its real estate loan portfolio and a potential decline of the value of the underlying real estate portfolio.
The Issuer may be exposed to significant allowances on losses for loans and advances, as well as to the risk that the relevant collaterals may not be sufficient.
The Issuer bears the risk of failing proceeds for new business and increased funding costs which may negatively affect the Issuer’s financial position.
If market interest rate levels remained at the current low level in the long term or further decrease, negative impacts on the earnings situation of the Issuer cannot be excluded and market turmoils may arise.
The Issuer bears the risk of downgrading of the ratings assigned to it, its Pfandbriefe and its other debt instruments including subordinated instruments which may have a negative effect on the Issuer’s funding opportunities, on triggers and termination rights within derivatives and other contracts and on access to suitable hedge counterparties and thus on the Issuer’s business, liquidity situation and its development in assets, financial position and earnings. In case the Federal Republic of Germany sells or reduces its indirect holding in the Issuer, there is a risk of the occurrence of a rating downgrade.
The Issuer is exposed to risks in relation to the conditions in the international financial markets and the global economy which may have a negative impact on the Issuer’s business conditions and opportunities.
Geopolitical conflicts may adversely impact the markets and the Issuer’s profitability and business opportunities.
The Issuer has been and will continue to be directly affected by the European sovereign debt crisis, and it may be required to take impairments on its exposures to sovereign debt and other financial instruments which benefit from a state guarantees or similar instruments, such as its claims against HETA Asset Resolution AG.
Pending litigation and litigation which might become pending in the future might have a considerably negative impact on the results of operations of the Issuer.
The Issuer is exposed to the risk of default in the cover pools for Pfandbriefe, this may in particular be related to unfavourable regional economic conditions that may have a negative impact on the cover pools.
Changes to the method of valuation of financial instruments may adversely impact the Issuer and his development in earnings.
Changes to the risk-assessment concept may have an adverse impact on the capital ratio of the Issuer.
Legislative changes, changes in the regulatory environment as well as investigations and proceedings by regulatory authorities may adversely affect the business of the Issuer. If the Issuer fails to address, or appears to fail to address, appropriately any changes or initiatives in banking regulation, its reputation could be harmed and its results of operations and financial condition may be adversely affected.
Based on EBA guidelines published in December 2014, the ECB may demand a higher capitalisation and higher capital ratios of the Issuer in the future. This could impact the development in assets, financial position and earnings of the Issuer and, in turn, might have a significant negative impact on the ability of the Issuer to fulfil its obligations in relation to Notes.
Zusammenfassungen bestehen aus bestimmten Offenlegungspflichten, den sogenannten „Punkten“. Diese Punkte sind in den nachfolgenden Abschnitten A – E gegliedert und nummeriert (A.1 – E.7).
Diese Zusammenfassung enthält alle Punkte, die in eine Zusammenfassung für diese Art von Wertpapieren und für Emittenten dieses Typs aufzunehmen sind. Da einige Punkte nicht zu berücksichtigen sind, ist die Nummerierung zum Teil nicht durchgängig und es kann zu Lücken kommen.
Auch wenn ein Punkt aufgrund der Art des Wertpapiers bzw. für Emittenten dieses Typs in die Zusammenfassung aufgenommen werden muss, ist es möglich, dass bezüglich dieses Punkts keine relevante Information zu geben ist. In diesem Fall enthält die Zusammenfassung an der entsprechenden Stelle eine kurze Beschreibung der Schlüsselinformation und den Hinweis „Nicht anwendbar“.
Die folgende Zusammenfassung enthält durch eckige Klammern oder Kursivschreibung gekennzeichnete Optionen und Leerstellen bezüglich der Schuldverschreibungen, die unter dem Prospekt begeben werden können. Die Zusammenfassung der einzelnen Emission der Schuldverschreibungen wird, soweit erforderlich, den Endgültigen Bedingungen beigefügt sein und ausschließlich die für die jeweilige Emission von Schuldverschreibungen relevanten Optionen enthalten. Weiterhin werden in der Zusammenfassung der einzelnen Emission die in der nachfolgenden Zusammenfassung enthaltenen Leerzeichen („●“), die für die konkrete Emission relevant sind, ausgefüllt werden.
The following is a disclosure of risk factors that are material with respect to the Issuer and the Notes issued under the Programme and may affect the Issuer’s ability to fulfil its obligations under the Notes and of risk factors that are related to the Notes issued under this Base Prospectus. Prospective purchasers of Notes should consider these risk factors, together with the other information in this Base Prospectus, before deciding to purchase Notes issued under the Programme.
Prospective purchasers of Notes are also advised to consult their own tax advisors, legal advisors, accountants or other relevant advisors as to the risks associated with, and consequences of, the purchase, ownership and disposition of Notes, including the effect of any laws of each country in which they are resident. In addition, investors should be aware that the risks described may correlate and thus intensify one another.
1. RISKS RELATING TO THE ISSUER
The business model of the Issuer and its subsidiaries in general can entail risk factors that may affect the Issuer’s business, liquidity, financial position, net assets and/or results of operations and as a consequence its ability to fulfil its obligations under the Notes issued under the Programme. Those risk factors may be further distinguished into general risks affecting the Issuer, including credit risk, market risk, liquidity risk, operational risk and real estate risk, risks relating to regulatory, legal, tax and litigation matters, and risks subsequent to the restructuring and privatisation of the Issuer.
General Risks Relating to the Issuer and the Industry in which the Issuer Operates The Issuer is exposed to the risks of an unexpected default of a business partner or an impairment of the value of assets resulting from the downgrading of a country or business partner and can be distinguished into credit, counterparty default, issuer, country, concentration, fulfilment, tenant and realisation risks.
Credit risk considers credits and traditional credit products. It refers particularly to the borrowers’ capability to fulfil their financial obligations and to the value of security in case of a default of a borrower. Decreases of the fair value due to rating changes are taken into consideration when calculating the credit risk.
Counterparty default risk is the risk of an imminent unexpected default or decrease of the fair value of a claim or a derivative, the cause of which are a deterioration of the credit worthiness of a counterparty or a deterioration of the hedging situation. The counterparty default risk comprises the replacement and the repayment risks.
Issuer risk is defined as the risk in relation to bonds and other securities. It particularly refers to the issuers’ capability to fulfil their financial obligations and to the value of security in case of a default of an issuer. Decreases of the fair value due to rating changes are taken into consideration when calculating the issuer risk.
Country risks arise from the value changes of foreign commitments due to country-specific political and economic conditions. It is basically the risk arising from business activities in certain countries. The country risk comprises the conversion, transfer, and sovereign default risks.
Concentration risk is the risk of cluster formation with regards to a risk factor or counterparty or a highly correlated group of risk factors or counterparties, respectively.
Fulfilment risk is defined as the risk that the Issuer makes a payment or delivers an asset which has been sold to a counterparty, but does not receive a payment or the purchased asset, respectively.
Tenant risk describes the risk that losses in rental income for properties will negatively influence the respective borrowers’ debt service capacity. In addition, it includes the secondary concentration risk (tenant cluster risk), which arises when one and the same tenant is involved in multiple properties funded by the Issuer.
Realisation risk with respect to defaulting clients is the risk that general and individual value adjustments change during the observation period or in case of liquidation a differing realisation occurs.