Berlin Hyp AG
Berlin-Hannoversche Hypothekenbank AG: Berlin-Hannoversche Hypothekenbank Aktiengesellschaft will buy back four series of its outstanding Pfandbriefe
Berlin-Hannoversche Hypothekenbank AG / Key word(s): Bond/Miscellaneous 19.04.2012 08:38 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION TO ANY UNITED STATES PERSON OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA Berlin-Hannoversche Hypothekenbank Aktiengesellschaft will buy back four series of its outstanding Pfandbriefe Berlin, April 19, 2012 - The management board of Berlin-Hannoversche Hypothekenbank Aktiengesellschaft (Berlin Hyp) has resolved today to invite the holders of four series of public Pfandbriefe to tender their Pfandbriefe to Berlin Hyp for repurchase for cash at a purchase price to be finally determined on May 4, 2012 (except for Issue 1 for which the following purchase price was fixed). The invitation relates to the following series: - EUR 1,000,000,000 3.750 per cent. Public Pfandbriefe due August 2012 (ISIN: DE000A0KAH03) at a purchase price per Pfandbrief equal to Euro 1,010.50 (Issue 1); - EUR 1,250,000,000 4.000 per cent. Public Pfandbriefe due January 2014 (ISIN: DE000A0MFBA0) at a price per Pfandbrief equal to the net present value of the cash-flows, discounted (as per standard market practice) with the purchase yield, whereby such purchase yield is calculated by subtracting 60 bps from the Interpolated Mid-Swap Rate by means of linear interpolation of the 1 Year Mid-Swap Rate and the 2 Year Mid-Swap Rate and by applying such rate to the remaining term of such Pfandbrief (fixed at May 4, 2012) (Issue 2); - EUR 1,250,000,000 4.125 per cent. Public Pfandbriefe due March 2017 (ISIN: DE000A0NKTQ6) at a price per Pfandbrief equal to the net present value of the cash-flows, discounted (as per standard market practice) with the purchase yield, whereby such purchase yield is calculated by subtracting 16 bps from the Interpolated Mid-Swap Rate by means of linear interpolation of the 4 Year Mid-Swap Rate and the 5 Year Mid-Swap Rate and by applying such rate to the remaining term of such Pfandbrief (fixed at May 4, 2012) (Issue 3); and - EUR 1,000,000,000 4.500 per cent. Public Pfandbriefe due May 2019 (ISIN: DE000A0N3YJ4) at a price per Pfandbrief equal to the net present value of the cash-flows, discounted (as per standard market practice) with the purchase yield, whereby such purchase yield is calculated by adding 5 bps to the Interpolated Mid-Swap Rate by means of linear interpolation of the 6 Year Mid-Swap Rate and the 7 Year Mid-Swap Rate and by applying such rate to the remaining term of such Pfandbrief (fixed at May 4, 2012) (Issue 4). Berlin Hyp will only accept offers to repurchase Pfandbriefe of Issues 2 - 4 in amounts that will ensure that a minimum aggregate principal amount of at least EUR 500,000,000 of each of Issues 2 - 4 will remain outstanding following the settlement of the transaction. Should more Pfandbriefe be offered to Berlin Hyp for repurchase than will be accepted pursuant to the preceding sentence, all repurchase offers will be accepted in part on a pro rata basis until the maximum principal amount for the relevant series has been reached. Holders of Pfandbriefe may tender their Pfandbriefe during the invitation period, which will begin on April 19, 2012 and is expected to end on May 3, 2012 (5:00 p.m. CEST). Settlement is expected to take place on May 9, 2012. The repurchase of the Pfandbriefe is being undertaken on the basis of the simultaneous decision of the management board of Berlin Hyp with respect to the Pfandbriefe named above to no longer maintain the over-collateralisation ratios of 7.0% and 11.1% required by the rating agencies Moody's and Fitch to retain the ratings Aaa and AAA, respectively, rather to observe the minimum over-collateralisation ratio foreseen in the German Pfandbrief Act (Pfandbriefgesetz) of 2.0% plus a buffer. As this is expected to result in a downgrading of the relevant Pfandbriefe, investors who hold public Pfandbriefe of Berlin Hyp of the aforementioned series are to be provided with an opportunity to sell these Pfandbriefe back to Berlin Hyp prior to maturity if ratings below Aaa and AAA do not meet their expectations or investment guidelines. Disclaimer THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE 'UNITED STATES'). THE INVITATION REFERENCED HEREIN IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR BY USE OF THE MAILS, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE UNITED STATES AND THE INVITATION CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES. 19.04.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Berlin-Hannoversche Hypothekenbank AG Budapester Straße 1 10787 Berlin Germany Phone: 030 25 99 90 Fax: 030 25 99 91 31 E-mail: nicole.hanke@berlinhyp.de Internet: www.berlinhyp.de ISIN: DE0008029000 WKN: 802900 End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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