Final Terms dated 21 th October 2008

Transcription

1 Final Terms dated 21 th October 2008 DEPFA BANK plc DEPFA Deutsche Pfandbriefbank AG DEPFA ACS BANK Issue of EUR 600,000,000 Floating Rate Notes under the 45,000,000,000 Programme for the Issuance of Debt Instruments The Prospectus (as completed by these Final Terms) has been prepared on the basis that any offer of Instruments in any Member State of the European Economic Area which has implemented the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Instruments. Accordingly any person making or intending to make an offer in that Relevant Member State of the Instruments may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Instruments in any other circumstances PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 9 May 2008 and the supplement to the Prospectus dated 21 st August 2008 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Instruments described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and supplement to the prospectus are available for viewing at DEPFA BANK, 1 Commons Street, Dublin 1 and at and copies may be obtained from DEPFA BANK, 1 Commons Street, Dublin 1. No website referred to in these Final Terms and the Prospectus forms part of these Final Terms and the Prospectus 1. (i) Issuer: DEPFA ACS BANK 2. (i) Series Number: 1268 (ii) Tranche Number: 1 3. Specified Currency or Currencies: EURO ( EUR ) 4. Aggregate Nominal Amount: EUR 600,000,000 (i) Series: EUR 600,000,000

2 (ii) Tranche: EUR 600,000, Issue Price: per cent of the Aggregate Nominal Amount 6. Specified Denominations: EUR 50, (i) Issue Date: 23 October 2008 (ii) Interest Commencement Date 23 October Maturity Date: 23 October Interest Basis: 3-months EUR-EURIBOR Floating Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest or Redemption/Payment Basis: 12. Put/Call Options: None 13. Status of the ACS Instruments: Senior, Secured, Unsubordinated 14. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Instrument Provisions 16. Floating Rate Instrument Provisions Applicable (i) Specified Interest Payment Dates: Interest is payable quarterly in arrears on every 23 January, 23 April, 23 July and 23 October in each year, commencing from and including 23 January 2009 up to and including the Maturity Date. (ii) Business Day Convention: Modified Following Business Day Convention (iii) Additional Business Centre(s): TARGET (iv) (v) Manner in which the Rate(s) of Interest is/are to be determined: Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Agent): Screen Rate Determination Fiscal Agent

3 (vi) Screen Rate Determination: - Reference Rate: 3 months EUR-Euribor - Interest Determination Date(s): 2 Target Business Days prior to the start of the respective Interest Period - Relevant Screen Page: EUR EURIBOR, with a maturity of 3 months, taken from Reuters page EURIBOR01 at a.m. (C.E.T.) on the day 2 TARGET business days prior to the start of the respective Interest period. (vii) ISDA Determination: - Floating Rate Option: - Designated Maturity: - Reset Date: (viii) Margin(s): Not applicable (ix) Minimum Rate of Interest: (x) Maximum Rate of Interest: (xi) Day Count Fraction: The applicable Day Count Fraction for the calculation of Interest will be Act/360, adjusted. (xii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate ACS Instruments, if different from those set out in the Conditions: As set out in the Conditions 17. Zero Coupon Instrument Provisions 18. Index-Linked Interest Instrument/other variable-linked interest Instrument Provisions 19. Dual Currency Instrument Provisions

4 PROVISIONS RELATING TO REDEMPTION 20. Call Option 21. Put Option 22. Final Redemption Amount of each Instrument EUR 50,000 per Instrument of EUR 50,000 specified denomination 23. Early Redemption Amount Early Redemption Amount(s) of each Instrument payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS 24. Form of Instruments: Bearer Instruments: 25. New Global Instrument: Yes Temporary Global Instrument exchangeable for a Permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified in the Permanent Global Instrument 26. Additional Financial Centre(s) or other special provisions relating to Payment Dates: 27. Talons for future Coupons or Receipts to be attached to Definitive Bearer Instruments (and dates on which such Talons mature): TARGET No

5 28. Details relating to Partly Paid Instruments: amount of each payment comprising the Issue Price and date on which each payment is to be made [and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Instruments and interest due on late payment]: 29. Details relating to Instalment Instruments: amount of each instalment, date on which each payment is to be made: 30. Redenomination, renominalisation and reconventioning provisions: 31. Consolidation provisions: 32. Other final terms: DISTRIBUTION 33. (i) If syndicated, names and addresses of Managers and underwriting commitments: (ii) Date of [Subscription] Agreement: (iii) Stabilising Manager(s) (if any): 34. If non-syndicated, name and address of Dealer: 35. Total commission and concession: Depfa Bank PLC I Commons Street IFSC, Dublin 1 Ireland 36. Additional selling restrictions:

6 PART B - OTHER INFORMATION 1. LISTING (i) Listing: (ii) Admission to trading: (iii) Estimate of total expenses related to admission to trading: Irish Stock Exchange Application has been made for the ACS Instruments to be admitted to trading on the Irish Stock Exchange with effect on or about the Issue Date. EUR 2, RATINGS Ratings: 3. NOTIFICATION The Irish Financial Services Regulatory Authority (IFSRA) has provided AFM (Autoriteit Financiële Markten) (the Netherlands); UK Listing Authority (United Kingdom) (the Financial Services Authority, acting as competent authority for listing); BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht) (Germany); CSSF (Commission de Surveillance du Secteur Financier) (Luxembourg); Comisión Nacional de Mercado de Valores (CNMV) (Spain), Commissione Nazionale per la Societa e la Borsa (CONSOB) (Italy), Autorité des Marchés Financiers (AMF) (France), Finanstilsynet (Denmark); Commission Bancaire, Financiere et des Assurances (Belgium); Rahoitustarkastus (FIN- FSA) (Finnland); and FMA Finanzmarktaufsicht (Austria) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Instruments has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer See "Use of Proceeds" wording in Prospectus (ii) Estimated net proceeds: EUR 600,000,000 (iii) Estimate of total expenses: 6. FIXED RATE INSTRUMENTS ONLY - YIELD

7 Indication of yield: 7. FLOATING RATE INSTRUMENTS ONLY - HISTORIC INTEREST RATES 8. Index-Linked or other variable-linked Instruments only - PERFORMANCE OF INDEX/FORMULA/other variable, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS and other information concerning the underlying 9. Dual Currency Instruments only - PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT 10. OPERATIONAL INFORMATION ISIN Code: XS Common Code: German Securities Code (WKN): New Global Instrument intended to be held in a manner which would allow Eurosystem eligibility: Any clearing system(s) other than Euroclear Bank S.A./N.V. as operator of the Euroclear System and Clearstream Banking, société anonyme and the relevant identification number(s): Delivery: Fiscal Agent: Names and addresses of additional Paying Agent(s) (if any): Yes Free of Payment Deutsche Bank AG, London Branch

8 These Final Terms comprise the final terms required to list and have admitted to trading the issue of ACS Instruments described herein pursuant to the EUR 45,000,000,000 Programme for the Issuance of Debt Instruments of DEPFA BANK plc DEPFA Deutsche Pfandbriefbank AG and DEPFA ACS BANK. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By:.. Duly authorised