EANS-Capital Market Information
Raiffeisen Bank International AG / Change of law on securities other than shares
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Other capital market information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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Other capital market information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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Notice to Noteholders under the Euro Medium Term Note Programme of
Raiffeisen Zentralbank Österreich Aktiengesellschaft
(the "Programme")
Merger of Raiffeisen Zentralbank Österreich Aktiengesellschaft
into Raiffeisen Bank International AG
Notes outstanding under the Programme (the "Notes"):
Series No. / ISIN:
Series 8 / XS0120255137;
Series 11 / XS0146284442;
Series 54 / XS0289338609;
Series 59 / XS0300807939;
Series 89 / XS0361753204;
Series 100 / XS0383448114;
Series 108 / XS0439489625
On 18 March 2017, the down-stream merger of Raiffeisen Zentralbank
Österreich Aktiengesellschaft ("RZB") into its majority-owned
subsidiary Raiffeisen Bank International AG ("RBI") ("Merger") was
registered in the Austrian company register (Firmenbuch). The Merger
occurred under Austrian law pursuant to which RBI became the
universal successor of RZB, assuming all of its rights and
liabilities (including those under the Notes).
Deutsche Trustee Company Limited as trustee (the "Trustee") for the
holders of the Notes (the "Noteholders") has determined pursuant to
Clause 10.1 of each of the Trust Deeds (as defined below)
appertaining to each of the Series of Notes that any Potential Event
of Default or Event of Default that might have otherwise occurred as
a result of the Merger pursuant to:
(A) Conditions 10(e)(i), 10(e)(ii) and 10(h) of the Notes constituted
by each of the 1999 Trust Deed and the 2001 Trust Deed (as defined
below); and
(B) Conditions 14(e)(i), 14(e)(ii) and 14(h) of the Notes constituted
by each of the 2006 Trust Deed, the 2007 Trust Deed and the 2009
Trust Deed (as defined below),
shall not be treated as such for the purposes of the Notes. The
Trustee has made its determination on the basis that the Merger is
not materially prejudicial to the interests of the Noteholders. In
reaching such determination, the Trustee has considered certain
information provided to it by RZB and RBI as to the financial
position of RBI following the Merger and, in particular, the fact
that, as RBI will, as a result of the Merger, become the universal
successor of RZB and thus assume all liabilities under the Notes and
the Trust Deeds, the economic strength of the Guarantee and the
Subordinated Payment Undertaking will, following the Merger, be
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