NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION INTO WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL. THIS NOTICE IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO EXCHANGE, PURCHASE OR SELL SECURITIES. THE EXCHANGE OFFERS DISCUSSED BELOW ARE BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS.
Deutsche Bank Aktiengesellschaft (XETRA: DBKGn.DB NYSE: DB) ("Deutsche Bank") announced today that, in connection with its previously announced offers to exchange (the "Exchange Offers" and each, an "Exchange Offer"), as of 5:00 p.m., New York City time, on 15 May 2018, Deutsche Bank had received tenders to exchange the bonds solicited in the Exchange Offers (the "Original Notes") with a cumulative aggregate principal amount of approximately $6.2 billion across all series of Original Notes.
If the Exchange Offers are consummated with respect to all of the Original Notes tendered as of that time, the six series of fixed rate Original Notes that are currently included in the Bloomberg Barclays US Aggregate Index will be exchanged for new securities of a corresponding series, each with sufficient aggregate principal amount to remain eligible for the same index. To facilitate on-going conversations with investors as well as to offer all investors the continued ability to participate on the original terms, Deutsche Bank has extended the Early Participation Cash Incentive of $1 per $1,000 principal amount for each of the Exchange Offers until the Expiration Deadline.
Deutsche Bank is making the Exchange Offers under the terms and conditions set forth in the preliminary prospectus, dated as of 2 May 2018, which forms part of a Registration Statement on Form F-4 (File No. 333-224595) (the "Registration Statement") relating to the Exchange Offers filed on 2 May 2018 with the United States Securities and Exchange Commission (the "SEC"), and the related letter of transmittal. A more complete description of the terms and conditions of the Exchange Offers is contained in those documents.
Subject to the Registration Statement being declared effective, the Exchange Offers will expire at 11:59 p.m., New York City time, on 30 May 2018 (the "Expiration Deadline"), unless extended by Deutsche Bank.
Capitalized terms used in this release and not defined herein have the meanings given to them in the Registration Statement.
Deutsche Bank's affiliate, Deutsche Bank Securities Inc., is serving as Dealer Manager in connection with the Exchange Offers. For additional information regarding the terms of the Exchange Offers, please contact: Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect). Requests for any Offer Documents may be directed to Global Bondholder Services Corporation, which is acting as the Exchange Agent and Information Agent for the Exchange Offers, at (212) 430-3774 or (866) 470-4500 (toll-free) or firstname.lastname@example.org.
THIS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO EXCHANGE ORIGINAL NOTES. THE EXCHANGE OFFERS ARE BEING MADE SOLELY PURSUANT TO THE REGISTRATION STATEMENT, WHICH SETS FORTH THE COMPLETE TERMS OF THE EXCHANGE OFFERS THAT HOLDERS OF THE ORIGINAL NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
NONE OF DEUTSCHE BANK AG, THE EXCHANGE AGENT, THE INFORMATION AGENT OR THE DEALER MANAGER HAS EXPRESSED ANY OPINION AS TO WHETHER THE TERMS OF ANY EXCHANGE OFFER ARE FAIR. NONE OF DEUTSCHE BANK AG, THE EXCHANGE AGENT, THE INFORMATION AGENT OR THE DEALER MANAGER MAKES ANY RECOMMENDATION THAT HOLDERS TENDER THEIR ORIGINAL NOTES OR REFRAIN FROM DOING SO PURSUANT TO THE EXCHANGE OFFERS, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE ANY SUCH RECOMMENDATION. ANY HOLDER OF ORIGINAL NOTES SHOULD MAKE ITS OWN ASSESSMENT OF THE MERITS AND RISKS OF TENDERING ITS ORIGINAL NOTES PURSUANT TO THE EXCHANGE OFFERS AND SHOULD SEEK ITS OWN ADVICE (INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES) FROM ITS STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.
DEUTSCHE BANK HAS FILED A REGISTRATION STATEMENT (INCLUDING A PRELIMINARY PROSPECTUS) WITH THE SEC PURSUANT TO WHICH THE EXCHANGE OFFERS ABOVE WOULD BE MADE. FOLLOWING DECLARATION OF EFFECTIVENESS OF THE REGISTRATION STATEMENT, DEUTSCHE BANK INTENDS TO FILE A FINAL PROSPECTUS IN RESPECT OF THE EXCHANGE OFFERS WITH THE SEC.
THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO EXCHANGE ORIGINAL NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE EXCHANGE OFFERS TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFERS WILL BE DEEMED TO BE MADE ON BEHALF OF THE DEUTSCHE BANK BY THE DEALER MANAGER, IF THE DEALER MANAGER IS A LICENSED BROKER OR A DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
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Kerrie McHugh, +1 212-250-6853