DEUTSCHE BANK
AVVISO n.1284 | 29 Gennaio 2014 | SeDeX - LEV. CERTIFICATES |
Mittente del comunicato : Borsa Italiana
Societa' oggetto dell'Avviso
: DEUTSCHE BANK
Testo del comunicato
Oggetto : Inizio negoziazione 'Leverage Certificates - Classe B' 'DEUTSCHE BANK'
Si veda allegato.
Disposizioni della Borsa
Strumenti finanziari: "Certificates relating to Euro BTP Future long
and short Index Faktor 7" e "Certificates relating to Euro Bund Future long and short Index Faktor 7"
Emittente: DEUTSCHE BANK
Rating Emittente: Società di Rating Long Term Data Report Moody's Aa3 04/03/2010
Standard & Poor's A+ 11/02/2010
Fitch Ratings A+ 15/12/2011
Oggetto: INIZIO NEGOZIAZIONI IN BORSA
Data di inizio negoziazioni: 30/01/2014
Mercato di quotazione: Borsa - Comparto SEDEX 'Leverage Certificates - Classe
B'
Orari e modalità di negoziazione: Negoziazione continua e l'orario stabilito dall'art. IA.7.3.1
delle Istruzioni
Operatore incaricato ad assolvere l'impegno di quotazione:
Deutsche Bank A.G.
Member ID Specialist: IT2690
Limiti di variazione prezzi: a) limite massimo di variazione del prezzo delle proposte
rispetto al prezzo statico: ± 40%
b) limite massimo di variazione dei prezzi dei contratti rispetto al prezzo statico: ± 7,5%
c) limite massimo di variazione dei prezzi dei contratti rispetto al prezzo dinamico: ± 3,5%
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
"Certificates relating to Euro BTP Future long and short Index Faktor 7" e "Certificates relating to Euro Bund Future long and short Index Faktor 7"
Tipo di liquidazione: monetaria
Modalità di esercizio: europeo
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 30/01/2014, gli strumenti finanziari "Certificates relating to Euro BTP Future long and short Index Faktor 7" e "Certificates relating to Euro Bund Future long and short Index Faktor 7' (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.
Allegati:
- Scheda riepilogativa delle caratteristiche dei securitised derivatives;
- Estratto del prospetto di quotazione dei Securitised Derivatives
Num. Serie | Codice Isin | Trading Code | Instrument Id | Descrizione | Sottostante | Tipologia | Data Scadenza | Parità | Quantità | Lotto Negoziazione | EMS |
1 | DE000DT1NSY6 | DT1NSY | 755933 | DBEBFL7SLFISSAE280119 | Long-Term Euro BTP Future Long Index Faktor 7 | Bull | 28/01/19 | 1 | 500000 | 1 | 25 |
2 | DE000DT1NSW0 | DT1NSW | 755934 | DBEBFS7SLFISSAE280119 | Long-Term Euro BTP Future Short Index Faktor 7 | Bear | 28/01/19 | 1 | 500000 | 1 | 25 |
3 | DE000DT1NSV2 | DT1NSV | 755935 | DBEBUFL7SLFISSAE280119 | Euro Bund Future Long Index Faktor 7 | Bull | 28/01/19 | 1 | 500000 | 1 | 25 |
4 | DE000DT1NSX8 | DT1NSX | 755936 | DBEBUFS7SLFISSAE280119 | Euro Bund Future Short Index Faktor 7 | Bear | 28/01/19 | 1 | 500000 | 1 | 25 |
Final Terms dated 28 January 2014 for the Base Prospectus dated 19 December 2013
DEUTSCHE BANK AG
Issue of up to 500,000 Index Certificates relating to the Euro Bund Future Long Index Faktor 7
(the "Securities")
under its Programme for the issuance of Certificates, Warrants and Notes
Issue Price: An amount EUR per Certificate equal to the Initial Reference Level
WKN/ISIN: DT1NSV/ DE000DT1NSV2
This document constitutes the Final Terms of the Securities described herein and comprises the following parts:
Terms and Conditions (Product Terms)
Further Information about the Offering of the Securities Issue-Specific Summary
These Final Terms have been prepared for the purpose of Article 5(4) of the Prospectus Directive and must be read in conjunction with the Base Prospectus dated 19 December 2013 (including the documents incorporated into the Base Prospectus by reference) (the "Base Prospectus"). Terms not otherwise defined herein shall have the meaning given in the General Conditions set out in the Base Prospectus. Full information on the Issuer and the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the individual issue is annexed to the Final Terms.
The Base Prospectus, any supplement to the Base Prospectus and the Final Terms, together with any translations thereof, or of the Summary as completed and put in concrete terms by the relevant Final Terms, will be available on the Issuer's website (xxx.x-xxxxxxx.xx.xxx) and/or (xxx.xxxxxxxxxx-xxxxxxxx.xx.xxx) and/or on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx), as well as, (i) in the case of admission to trading of the Securities to the Italian Stock Exchange, on the website of Borsa Italiana (xxx.xxxxxxxxxxxxx.xx), (ii) in the case of admission to trading of the Securities to the Euronext Lisbon regulated market or a public offering of Securities in Portugal, on the website of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) (xxx.xxxx.xx) and (iii) in the case of admission to trading of the Securities on any of the Spanish Stock Exchanges or AIAF, on the website of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) (xxx.xxxx.xx).
In addition, the Base Prospectus shall be available in physical form and free of charge at the registered office of the Issuer, Deutsche Bank AG, CIB, GME X-markets, Grosse Xxxxxxxxxxxxx 00-00, 00000 Xxxxxxxxx xx Xxxx, its London branch at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, its Xxxxx Xxxxxx at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxxx, Xxxxx, its Portuguese Branch at Xxx Xxxxxxxx, 00, 0000-000 Xxxxxx, Xxxxxxxx and its Spanish Branch at Xxxxx Xx Xx Xxxxxxxxxx, 00, 00000 Xxxxxx, Xxxxx, as well as its Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 0, XX 3604, XX- 0000 Xxxxxx, Xxxxxxxxxxx (where it can also be ordered by telephone x00 00 000 0000 or fax +41 44
000 0000).
Terms and Conditions
The following "Product Terms" of the Securities shall, for the relevant series of Securities, complete and put in concrete terms the General Conditions for the purposes of such series of Securities. The Product Terms and General Conditions together constitute the "Terms and Conditions" of the relevant Securities.
General Definitions applicable to the Securities
Security Type Certificate
ISIN DE000DT1NSV2
WKN DT1NSV
Common Code 098516522
Issuer Deutsche Bank AG, Frankfurt am Main
Number of the Securities
Up to 500,000
Issue Price An amount EUR per Certificate equal to the Initial Reference Level Issue Date 28 January 2014
Nominal Amount
An amount EUR equal to the Reference Level of the Underlying on the Issue Date
Underlying Type: Index
Name: Euro Bund Future Long Index Faktor 7 Index Sponsor: Solactive AG
Reuters RIC: . FGBLL07IDX
Reference Source: as defined in §5 (5) (i) of the General Conditions Multi-Exchange Index: not applicable
Related Exchange: as defined in §5 (5) (j) of the General Conditions Reference Currency: EUR
Currency Exchange: Currency Exchange is not applicable ISIN: DE000SLA0EE7
Settlement Cash Settlement
Multiplier (a) In relation to the first Multiplier Adjustment Date, 100 per cent. – 0.25 per cent.
(b) In relation to each subsequent Multiplier Adjustment Date, the product of:
(i) the Multiplier on the immediately preceding Multiplier Adjustment Date; and
(ii) 100 per cent. – 0.25 per cent.
Multiplier Adjustment Dates
The sixth Trading Day for the Index prior to 9 March, 9 June, 9 September and 9 December in each calendar year from, and including 9 March 2014 to, and including, 9 December 2018.
Initial Reference Level
The Reference Level on the Initial Valuation Date.
Final Reference Level
The Reference Level on the Valuation Date.
Reference Level In respect of any day, an amount (which shall be deemed to be a monetary value in the Settlement Currency) equal to the Relevant Reference Level Value on such day quoted by or published on the Reference Source as specified in the specification of the Underlying.
Relevant Reference Level Value
The closing level of the Underlying on the Reference Source.
Initial Valuation Date
28 January 2014
Valuation Date 28 January 2019
Settlement Date The third Business Day following the Valuation Date.
General Definitions Applicable to Certificates
Cash Amount In respect of each Minimum Exercise Amount, Final Reference Level × Multiplier
Specific Definitions Applicable to Certificates
Product No. C1: Capital Protection Certificate
Not Applicable
Product No. C2: Capital Protection Certificate with Maximum Amount
Not Applicable
Product No. C3: Capital Protection Certificate with Participation in Average Performance and without Maximum Amount
Not Applicable
Product No. C4: Certificate
Not Applicable
Product No. C5: Certificate 100%
Product No. C6: Perpetual Certificate
Not Applicable
Product No. C7: Index Certificate
None
Product No. C8: Performance Certificate
Not Applicable
Product No. C9: Discount Certificate (Physical Delivery)
Not Applicable
Product No. C10: Discount Certificate (Cash Settlement)
Not Applicable
Product No. C11: Bonus Certificate
Not Applicable
Product No. C12: Bonus Certificate with Cap
Not Applicable
Product No. C13: BonusPro Certificate
Not Applicable
Product No. C14: BonusPro Certificate with Cap
Not Applicable
Product No. C15: Easy Bonus Certificate
Not Applicable
Product No. C16: Easy Bonus Certificate with Cap
Not Applicable
Product No. C17: Reverse Bonus Certificate
Not Applicable
Product No. C18: Reverse Bonus Certificate with Cap
Not Applicable
Product No. C19: Flex Bonus Certificate
Not Applicable
Product No. C20: Express Certificate with European Barrier Observation
Not Applicable
Product No. C21: Express Certificate with American Barrier Observation
Not Applicable
Product No. C22: PerformancePlus Certificate
Not Applicable
Product No. C23: Reverse Express Certificate
Product No. C24: Currency Express Certificate
Not Applicable
Product No. C25: Express Autocallable Certificate
Not Applicable
Product No. C26: Worst of Express Autocallable Certificate
Not Applicable
Product No. C27: Outperformance Certificate
Not Applicable
Product No. C28: Reverse Outperformance Certificate
Not Applicable
Product No. C29: Fixed Rate of Interest Certificate with European Barrier Observation
Not Applicable
Product No. C30: Fixed Rate of Interest Certificate with American Barrier Observation
Not Applicable
Product No. C31: Inflation-Linked Fixed Rate of Interest Certificate
Not Applicable
Product No. C32: Currency Fixed Rate of Interest Certificate
Not Applicable
Product No. C33: Coupon Certificate with European Barrier Observation
Not Applicable
Product No. C34: Coupon Certificate with American Barrier Observation
Not Applicable
Product No. C35: Currency Certificate with Fixed Coupon
Not Applicable
Product No. C36: Extra Coupon Certificate (Cash Settlement)
Not Applicable
Product No. C37: Extra Coupon Certificate (Physical Delivery)
Not Applicable
Product No. C38: Reverse Participation Corridor Certificate
Not Applicable
Product No. C39: Sprinter Certificate
Not Applicable
Product No. C40: OneStep Certificate
Not Applicable
Product No. C41: Certificate with Redemption Threshold and Barrier without Possibility of Early Redemption
Not Applicable
Product No. C42: Parachute Certificate
Not Applicable
Product No. C43: Equity Protection Certificate
Not Applicable
Product No. C44: Twin Win Certificate with European Barrier Observation
Not Applicable
Product No. C45: Twin Win Certificate with European Barrier Observation with Cap
Not Applicable
Product No. C46: Twin Win Certificate with American Barrier Observation
Not Applicable
Product No. C47: Twin Win Certificate with American Barrier Observation with Cap
Not Applicable
Product No. C48: Autocallable Twin Win Certificate with European Barrier Observation
Not Applicable
Product No. C49: Autocallable Twin Win Certificate with American Barrier Observation
Not Applicable
Product No. C50: Bonus Worst Of Certificates with European Barrier Observation
Not Applicable
Product No. C51: Bonus Worst Of Certificates with American Barrier Observation
Not Applicable
Product No. C52: Autocallable Certificate (with instalment redemption)
Not Applicable
Product No. C53: Autocallable Outperformance Certificate
Not Applicable
Product No. C54: Range Certificate
Not Applicable
Product No. C55: Autocallable Bonus Certificate
Not Applicable
Product No. C56: Delta One Certificate
Not Applicable
Product No. C57: Dual Fixed Rate Certificate (with instalment redemption)
Not Applicable
General Definitions Applicable to Warrants
Not Applicable
General Definitions Applicable to Notes
Not Applicable
Further Definitions Applicable to the Securities
Type of Exercise European Style
Exercise Date Valuation Date
Minimum Exercise Amount One Security, being the minimum number of Securities which can be traded in accordance with the Listing Rules of the market managed and organised by Borsa Italiana S.p.A.
Automatic Exercise Automatic Exercise is applicable. Settlement Currency EUR
Business Day Locations Frankfurt am Main and Milan Payment Day Locations Frankfurt am Main and Milan
Correction Period Three Business Days prior to the due date for any payment or delivery under the Securities, the amount of which is determined in whole or in part by reference to such value or price of the Reference Item
Ultimate Trading Day For the purpose of determining the Final Reference Level, as defined in
§5(5)(p) of the General Conditions
Form of Securities Italian Securities
Clearing Agent Monte Titoli S.p.A., Xxxxxx xxxxx Xxxxxx, 0. X-00000 Xxxxx, Xxxxx Governing Law English law
Further Information about the Offering of the Securities
LISTING AND TRADING
Listing and Trading Application has been made to list the Securities on the Italian Stock Exchange.
Minimum Trade Size One Security
Estimate of total expenses related to admission to trading
EUR 3,000
FEES
Fees paid by the Issuer to the distributor Not applicable
Fees charged by the Issuer to the
Securityholders post issuance
Not applicable
SECURITY RATINGS
Rating The Securities have not been rated.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Interests of Natural and Legal Persons involved in the Issue
Save for the Distributors regarding the fees as set out under "Fees" above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
Reasons for offer The net proceeds from this issue of Securities will be applied by the Issuer for its general corporate purposes. A substantial portion of the proceeds from the issue of certain Securities may be used to hedge market risk with respect to such Securities.
PUBLICATION OF NOTICES
Publication of notices Save as provided above, notices will be published in accordance with §16(1).
- 8 -
INFORMATION RELATING TO THE UNDERLYING
Information on the Underlying, on the performance and the volatility of the Underlying (including historical data) can be obtained on the Reuters page as provided for the index composing the Underlying under "Underlying" in the Product Terms above.
The sponsor of the index composing the Underlying also maintains an Internet Site at the following address where further information (including a description of the essential characteristics of the index, comprising, as applicable, the type of index, the method and formulas of calculation, a description of the individual selection process of the index components and the adjustment rules) may be available in respect of the Underlying.
Index Sponsor: Solactive AG
Internet Site of Index Sponsor: xxx.xxxxxxxxxx-xxxxxxxxx.xx
Index Disclaimer
The Securities are not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trade mark or the Index price at any time or in any other respect. The Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Index is calculated correctly. Irrespective of its obligations towards the Issuer, Solactive AG has no obligation to point out errors in the Index to third parties including but not limited to investors and/or financial intermediaries of the Securities. Neither publication of the Index by Solactive AG nor the licensing of the Index or Index trade mark for the purpose of use in connection with the Securities constitutes a recommendation by Solactive AG to invest capital in the Securities nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in the Securities.
Further Information Published by the Issuer
The Issuer does not intend to provide any further information on the Underlying.
COUNTRY SPECIFIC INFORMATION:
ITALY
Agent in Italy In Italy, the Agent shall be Deutsche Bank S.p.A. The Agent shall act through its principal office in Milan being as at the Issue Date at the following address: Xxxxxx xxx Xxxxxxxxxx, 0 – 20126.
Annex to the Final Terms
Issue-Specific Summary
Summaries are made up of 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'.
Element | Section A – Introduction and warnings | |
A.1 | Warning | Warning that: the Summary should be read as an introduction to the Prospectus; any decision to invest in the Securities should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus, before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such the Securities. |
A.2 | Consent to use of the Prospectus | The subsequent resale or final placement of Securities by financial intermediaries can be made as long as this Prospectus is valid in accordance with Article 9 of the Prospectus Directive. Such consent is not subject to and given under any condition. In case of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. |
Element | Section B – Issuer | |
B.1 | Legal and commercial name of the issuer. | The legal and commercial name of the Issuer is Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or "Bank"). |
B.2 | Domicile, legal form, legislation and country of incorporation of the issuer. | Deutsche Bank is a stock corporation (Aktiengesellschaft) incorporated and operating under German law. The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Xxxxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (telephone +49-69- 910-00). |
B.4b | Trends | Not applicable; there are no known trends affecting the Issuer or the industries in which it operates. |
B.5 | Description of the Group and the issuer's position within the Group | Deutsche Bank is the parent company of a group consisting of banks, capital market companies, fund management companies, a property finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies (the "Deutsche Bank Group"). |
B.9 | Profit forecast or estimate. | Not applicable; no profit forecast or estimate is made. |
B.10 | Qualifications in the audit report on the historical financial information. | Not applicable; there are no qualifications in the audit report on the historical financial information. |
B.12 | Selected historical financial information. | key | 31 December 2011 (IFRS, audited) | 31 December 2012 (IRFS, audited) | 30 September 2012 (IFRS, unaudited) | 30 September 2013 (IFRS, unaudited) | |||
Share capital (in Euro) | 2,379,519,078.40 | 2,379,519,078.40 | 2,379,519,078.40 | 2,609,919,078.40 | |||||
Number | |||||||||
of ordinary | 929,499,640 | 929,499,640 | 929,499,640 | 1,019,499,640 | |||||
shares | |||||||||
Total | |||||||||
assets (in million | 2,164,103 | 2,022,275 | 2,193,737 | 1,787,971 | |||||
Euro) | |||||||||
Total | |||||||||
liabilities (in | 2,109,443 | 1,968,035 | 2,136,666 | 1,731,206 | |||||
million | |||||||||
Euro) | |||||||||
Total | |||||||||
equity (in | 54,660 | 54,240 | 57,071 | 56,765 | |||||
million | |||||||||
Euro) | |||||||||
Core | |||||||||
Tier 1 capital | 9.5% | 11.4% | 10.7% | 13.0% | |||||
ratio | |||||||||
Tier 1 | |||||||||
capital ratio | 12.9% | 15.1% | 14.2% | 17.0% | |||||
A statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change. | There has been no material adverse change in the prospects of Deutsche Bank since 31 December 2012. | ||||||||
A description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information. | There has been no significant change in the financial position of Deutsche Bank Group since 30 September 2013. | ||||||||
B.13 | Recent events. | Not applicable; there are no recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer's solvency. | |||||||
B.14 | Dependence upon other entities within the group. | Please see Element B.5. Not applicable; the Issuer is not dependent upon other entities. | |||||||
B.15 | Issuer's principal activities. | Following a comprehensive strategic review, Deutsche Bank realigned its organizational structure in the fourth quarter 2012. The Bank reaffirmed its commitment to the universal banking model and to its four existing corporate divisions. Deutsche Bank strengthened this emphasis with an integrated Asset & Wealth Management Corporate Division that includes former Corporate Banking & Securities businesses such as exchange-traded funds (ETFs). Furthermore, the Bank created a Non-Core Operations Unit. This unit includes the former Group Division Corporate Investments (CI) as well as non-core operations which were re- assigned from other corporate divisions. As of 31 December 2012 the Bank was organized into the following five corporate divisions: — Corporate Banking & Securities (CB&S) | |||||||
— Global Transaction Banking (GTB) — Asset & Wealth Management (AWM) — Private & Business Clients (PBC) — Non-Core Operations Unit (NCOU) Corporate Banking & Securities (CB&S) is made up of the business divisions Corporate Finance and Markets. These businesses offer financial products worldwide including the underwriting of stocks and bonds, trading services for investors and the tailoring of solutions for companies' financial requirements. Effective in November 2012, following a comprehensive strategic review of the Group's organizational structure, CB&S was realigned as part of the Group's new banking model. This realignment covered three main aspects: the transfer of non-core assets (namely correlation and capital intensive securitization positions, monoline positions, and IAS 39 reclassified assets) to the NCOU; the transfer of passive and third-party alternatives businesses, such as ETF's, into the newly integrated AWM Corporate Division; and a refinement of coverage costs between CB&S and GTB. Global Transaction Banking (GTB) delivers commercial banking products and services to corporate clients and financial institutions, including domestic and cross-border payments, financing for international trade, as well as the provision of trust, agency, depositary, custody and related services. GTB's business divisions consist of Trade Finance and Cash Management Corporates as well as Trust & Securities Services and Cash Management Financial Institutions. Asset and Wealth Management (AWM) is one of the world's leading investment organizations. AWM helps individuals and institutions worldwide to protect and grow their wealth, offering traditional and alternative investments across all major asset classes. AWM also provides customized wealth management solutions and private banking services to high- net-worth and ultra-high-networth individuals and family offices. AWM comprises former Private Wealth Management (PWM) and Asset Management (AM) businesses as well as passive and third party alternatives businesses that were re-assigned from CB&S to AWM in the fourth quarter 2012. The combined division has sizable franchises in both retail and institutional asset and wealth management, allowing both clients and Deutsche Bank Group to benefit from its scale. In addition, non-core assets and businesses were re-assigned from AWM to the NCOU in the fourth quarter 2012. AWM now consists of two major pillars: Investment Platform and Coverage/Advisory. Private & Business Clients (PBC) operates under a single business model across Europe and selected Asian markets. PBC serves retail and affluent clients as well as small and medium sized business customers. The PBC Corporate Division is organized into the following business units: — Advisory Banking Germany, which comprises all of PBC's activities in Germany excluding Postbank. — Advisory Banking International, which covers PBC's European activities outside Germany and PBC's activities in Asia including our stake in and partnership with Xxx Xxx Bank. — Consumer Banking Germany, which mainly comprises the contribution of Postbank Group to the consolidated results of Deutsche Bank. Non-Core Operations Unit (NCOU) was established in November 2012. The NCOU operates as a separate corporate division alongside Deutsche Bank's core businesses. In addition to managing its global principal investments and holding certain other non-core assets to maturity, targeted de-risking activities within the NCOU will help the Bank reduce risks that are not related to its planned future strategy, thereby reducing capital demand. In carrying out these targeted de-risking activities, the NCOU will prioritize for exit those positions with less favourable capital and risk return profiles to enable the Bank to strengthen its Core Tier 1 capital ratio under Basel 3. | ||
B.16 | Controlling persons. | Not applicable; the Issuer is not directly or indirectly owned or controlled. |
B.17 | Credit ratings assigned to the issuer or its debt securities. | Deutsche Bank is rated by Standard & Poor's Credit Market Services France S.A.S. ("S&P"), by Moody's Investors Service Ltd., London, United Kingdom ("Moody's") and by Fitch Italia S.p.A. ("Fitch", together with S&P and Moody's, the "Rating Agencies"). Each of the Rating Agencies has its registered office in the European Community and is registered under Art. 14 (1) in connection with Art. 2 (1) of Regulation (EC) No 1060/2009 of |
the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended. At the date of this Prospectus, the following ratings were assigned to Deutsche Bank: Rating Agency Long-term Short-term Outlook Standard & Poor's A A-1 Stable (S&P) Moody's A2 P-1 Negative Fitch A+ F1+ Stable | ||
Element | Section C – Securities | |
C.1 | Type and the class of the securities, including any security identification number. | Type of Securities The Securities are Certificates. For a further description see Element C.15. Security identification number(s) of Securities ISIN: DE000DT1NSV2 WKN: DT1NSV Common Code: 098516522 |
C.2 | Currency of the securities issue. | Euro (EUR) |
C.5 | Restrictions on the free transferability of the securities. | Each Security is transferable in accordance with applicable law and any rules and procedures for the time being of any Clearing Agent through whose books such Security is transferred. |
C.8 | Rights attached to the securities, including ranking and limitations to those rights | Governing law of the Securities The Securities will be governed by, and construed in accordance with, English law. The constituting of the Securities may be governed by the laws of the jurisdiction of the Clearing Agent. Rights attached to the Securities The Securities provide holders of the Securities, on redemption or upon exercise, with a claim for payment of a cash amount and/or delivery of a physical delivery amount. Status of the Securities The Securities will constitute direct, unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer except for any obligations preferred by law. |
C.9 | The nominal interest rate, the date from which interest becomes payable and the due dates for interest, where the rate is not fixed, description of the underlying on which it is based, maturity date and arrangements for | Not Applicable; the Securities do not entitle the investor to receive 100 per cent. of the Issue Price. |
the amortization of the loan, including the repayment procedures, an indication of yield, name of representative of debt security holders | |||||
C.10 | Derivative component in the interest payment. | Not Applicable; the Securities do not entitle Nominal Amount. | the investor to receive 100 per cent. | of the | |
C.11 | Application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in questions. | Application has been made to list the Securities on the regulated market of the Italian Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. | |||
C.15 | A description of how the value of the investment is affected by the value of the underlying instrument(s), unless the securities have a denomination of at least EUR 100.000. | The Index Certificate enables investors to participate in the performance of the Underlying, if applicable taking a Management Fee into account, if specified in the applicable Final Terms. With this certificate, the Issuer will pay a Cash Amount at maturity, the amount of which depends on the level of the index at maturity. The Cash Amount is equal to the Final Reference Level multiplied by the Multiplier. The Multiplier is adjusted downwards on each quarterly Multiplier Adjustment Date to take into account the Management Fee. | |||
Final Reference Level | The Reference Level of the Underlying on the Valuation Date | ||||
Reference Level | Official closing level of the Underlying | ||||
Management Fee | 0. 25 per cent. per quarter | ||||
Multiplier | For the first Multiplier Adjustment Date, one minus the Management Fee. For each subsequent Multiplier Adjustment Date, the product of (i)the Multiplier on the immediately preceding Multiplier Adjustment Date; and (ii) one minus the Management Fee | ||||
Multiplier Adjustment Date | The sixth trading day for the Underlying prior to 9 March, 9 June, 9 September and 9 December in each calendar year from, and including 9 March 2014 to, and including, 9 December 2018 | ||||
C.16 | The expiration or maturity date of the derivative securities – the exercise date or final reference date. | Settlement Date: The third Business Day following the Valuation Date Exercise Date: The Valuation Date Valuation Date: 28 January 2019 (subject to adjustment) | |||
C.17 | Settlement procedure of the derivative | Any cash amounts payable by the Issuer shall be transferred to the relevant Clearing Agent for distribution to the Securityholders. | |||
securities. | The Issuer will be discharged of its payment obligations by payment and/or delivery to, or to the order of, the relevant Clearing Agent or Physical Delivery Clearing System in respect of the amount so paid or delivered. | |
C.18 | A description of how the return on derivative securities takes place. | Payment of the Cash Amount to each relevant Securityholder on the Settlement Date. |
C.19 | The exercise price or the final reference price of the underlying. | The Final Reference Level. |
C.20 | Type of the underlying and where the information on the underlying can be found. | Type: Index. Name: Euro Bund Future Long Index Faktor 7 ISIN: DE000SLA0EE7 Information on the historical and ongoing performance of the Underlying and its volatility can be obtained on Reuters page as provided for each security or item composing the Underlying. |
Element | Section D – Risks | |
D.2 | Key information on the key risks that are specific and individual to the issuer. | Investors will be exposed to the risk of Deutsche Bank as the Issuer becoming insolvent and thus overindebted or unable to pay debts, i.e. a temporary or permanent inability to meet interest and/or principal payments on time. Deutsche Bank's credit rating reflects the assessment of these risks. Factors that may have a negative impact on Deutsche Bank's profitability are described in the following: • Deutsche Bank has been and may continue to be affected by the ongoing European sovereign debt crisis, and it may be required to take impairments on the Bank's exposures to the sovereign debt of Greece and other countries. The credit default swaps Deutsche Bank has entered into to manage sovereign credit risk may not be available to offset these losses. • Regulatory and political actions by European governments in response to the sovereign debt crisis may not be sufficient to prevent the crisis from spreading or to prevent departure of one or more member countries from the common currency. The departure of any one or more countries from the euro could have unpredictable consequences on the financial system and the greater economy, potentially leading to declines in business levels, write- downs of assets and losses across Deutsche Bank's businesses. Deutsche Bank's ability to protect itself against these risks are limited. • The Bank's results are dependent on the macroeconomic environment and the Bank has been and may continue to be affected by the macroeconomic effects of the ongoing European sovereign debt crisis, including renewed concerns about the risk of a return to recession within the eurozone, as well as by lingering effects of the recent global financial crisis of 2007-2008. • Deutsche Bank requires capital to support its business activities and meet regulatory requirements. Regulatory capital and liquidity requirements are being increased significantly. Surcharges for systemically important banks like Deutsche Bank are being imposed and definitions of capital are being tightened. In addition, any losses resulting from current market conditions or otherwise could diminish the Bank's capital, make it more difficult for Deutsche Bank to raise additional capital or increase the cost to the Bank of new capital. Any perception in the market that Deutsche Bank may be unable to meet its capital requirements with an adequate buffer could have the effect of intensifying the effect of these factors on Deutsche Bank. • Deutsche Bank has a continuous demand for liquidity to fund its business activities, and may be limited in its ability to access the capital markets for liquidity and to fund assets in the current market environment. In addition, the Bank may suffer may suffer during periods of market-wide of firm specific liquidity constraints and is exposed to the risk that liquidity is not made available to it even if the Bank's underlying business remains strong. • Protracted market declines have reduced and may in the future reduce available liquidity in the markets, making it harder to sell assets and possibly leading to material losses. • Market declines and volatility on the markets can materially and adversely affect Deutsche Bank's revenues and profits. |
• Deutsche Bank has incurred and may in the future continue to incur significant losses from its trading and investment activities due to market fluctuations. • Deutsche Bank has incurred losses, and may incur further losses, as a result of changes in the fair value of its financial instruments. • Adverse economic conditions have caused and may in the future cause Deutsche Bank to incur higher credit losses. • Even where losses are for Deutsche Bank's clients' accounts, they may fail to repay Deutsche Bank, leading to decreased volumes of client business and material losses for Deutsche Bank, and its reputation can be harmed. • Deutsche Bank investment banking revenues may decline as a result of adverse market or economic conditions. • Deutsche Bank may generate lower revenues from brokerage and other commission- and fee-based businesses. • The Bank's risk management policies, procedures and methods leave Deutsche Bank exposed to unidentified or unanticipated risks, which could lead to material losses. • Deutsche Bank's non-traditional credit businesses materially add to its traditional banking credit risks. • Deutsche Bank operates in an increasingly regulated and litigious environment, potentially exposing it to liability claims and other costs, the amounts of which may be difficult to estimate. • Regulatory reforms enacted and proposed in response to the global financial crisis and the European sovereign debt crisis (in addition to increased capital requirements) may significantly affect Deutsche Bank's business model and the competitive environment. • Deutsche Bank has been subject to contractual claims and litigation in respect of its U.S. residential mortgage loan business that may materially and adversely affect the Bank's results or reputation. • Operational risks may disrupt Deutsche Bank's business. • The size of Deutsche Bank's clearing operations exposes it to a heightened risk of material losses should these operations fail to function properly. • If Deutsche Bank is unable to implement its strategic initiatives, the Bank may be unable to achieve its financial objectives, or incur losses or low profitability, and the Bank's share price may be materially and adversely affected. • Deutsche Bank may have difficulty in identifying and executing acquisitions, and both making acquisitions and avoiding them could materially harm Deutsche Bank's results of operations and its share price. • The effects of the takeover of Deutsche Postbank AG may differ materially from Deutsche Bank's expectations. • Events at companies in which Deutsche Bank has invested may make it harder to sell the Bank's holdings and result in material losses irrespective of market developments. • Intense competition, in Deutsche Bank's home market of Germany as well as in international markets, could materially adversely impact its revenues and profitability. • Transactions with counterparties in countries designated by the U.S. State Department as state sponsors of terrorism may lead potential customers and investors to avoid doing business with Deutsche Bank or investing in its securities. | ||
D.3 | Key information on the risks that are specific and individual to the securities. | Securities are linked to the Underlying Amounts payable or assets deliverable periodically or on exercise or redemption of the Securities, as the case may be, are linked to the Underlying which may comprise one or more Reference Items. The purchase of, or investment in, Securities linked to the Underlying involves substantial risks. The Securities are not conventional securities and carry various unique investment risks which prospective investors should understand clearly before investing in the Securities. Each prospective investor in the Securities should be familiar with securities having characteristics similar to the Securities and should fully review all documentation for and understand the Terms and Conditions of the Securities and the nature and extent of its exposure to risk of loss. Potential investors should ensure that they understand the relevant formula in accordance with which the amounts payable and/or assets deliverable are calculated, and if necessary seek advice from their own adviser(s). |
Risks associated with the Underlying Because of the Underlying's influence on the entitlement from the Security, as with a direct investment in the Underlying, investors are exposed to risks both during the term and also at maturity, which are also generally associated with an investment in the respective fund share and indices in general. Early Termination The Terms and Conditions of the Securities include a provision pursuant to which, either at the option of the Issuer or otherwise where certain conditions are satisfied, the Issuer is entitled to redeem or cancel the Securities early. As a result, the Securities may have a lower market value than similar securities which do not contain any such Issuer's right for redemption or cancellation. During any period where the Securities may be redeemed or cancelled in this way the market value of the Securities generally will not rise substantially above the price at which they may be redeemed or cancelled. The same applies where the Terms and Conditions of the Securities include a provision for an automatic redemption or cancellation of the Securities (e.g. "knock-out" or "auto call" provision). Risks at maturity If the Underlying falls in value, the Index Certificate involves a risk of loss depending on the value, price or level of the Underlying at maturity; in the worst-case scenario, this may result in the total loss of the capital invested. This will occur if the Final Reference Level on the Valuation Date is zero. | ||
D.6 | Risk warning to the effect that investors may lose the value of their entire investment or part of it | Please see Element D.3. Where no minimum amount(s) of cash or assets to be payable or deliverable is specified, investors may experience a total or partial loss of their investment in the Security. |
Element | Section E – Offer | |
E.2b | Reasons for the offer, use of proceeds, estimated net proceeds | Not applicable. |
E.3 | Terms and conditions of the offer. | Not applicable. |
E.4 | Interest that is material to the issue/offer including confliction interests. | Not applicable. |
E.7 | Estimated expenses charged to the investor by the issuer or offeror. | Not applicable. |
Final Terms dated 28 January 2014 for the Base Prospectus dated 19 December 2013
DEUTSCHE BANK AG
Issue of up to 500,000 Index Certificates relating to the Euro BTP Future Short Index Faktor 7
(the "Securities")
under its Programme for the issuance of Certificates, Warrants and Notes
Issue Price: An amount EUR per Certificate equal to the Initial Reference Level
WKN/ISIN: DT1NSW / DE000DT1NSW0
This document constitutes the Final Terms of the Securities described herein and comprises the following parts:
Terms and Conditions (Product Terms)
Further Information about the Offering of the Securities Issue-Specific Summary
These Final Terms have been prepared for the purpose of Article 5(4) of the Prospectus Directive and must be read in conjunction with the Base Prospectus dated 19 December 2013 (including the documents incorporated into the Base Prospectus by reference) (the "Base Prospectus"). Terms not otherwise defined herein shall have the meaning given in the General Conditions set out in the Base Prospectus. Full information on the Issuer and the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the individual issue is annexed to the Final Terms.
The Base Prospectus, any supplement to the Base Prospectus and the Final Terms, together with any translations thereof, or of the Summary as completed and put in concrete terms by the relevant Final Terms, will be available on the Issuer's website (xxx.x-xxxxxxx.xx.xxx) and/or (xxx.xxxxxxxxxx-xxxxxxxx.xx.xxx) and/or on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx), as well as, (i) in the case of admission to trading of the Securities to the Italian Stock Exchange, on the website of Borsa Italiana (xxx.xxxxxxxxxxxxx.xx), (ii) in the case of admission to trading of the Securities to the Euronext Lisbon regulated market or a public offering of Securities in Portugal, on the website of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) (xxx.xxxx.xx) and (iii) in the case of admission to trading of the Securities on any of the Spanish Stock Exchanges or AIAF, on the website of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) (xxx.xxxx.xx).
In addition, the Base Prospectus shall be available in physical form and free of charge at the registered office of the Issuer, Deutsche Bank AG, CIB, GME X-markets, Grosse Xxxxxxxxxxxxx 00-00, 00000 Xxxxxxxxx xx Xxxx, its London branch at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, its Xxxxx Xxxxxx at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxxx, Xxxxx, its Portuguese Branch at Xxx Xxxxxxxx, 00, 0000-000 Xxxxxx, Xxxxxxxx and its Spanish Branch at Xxxxx Xx Xx Xxxxxxxxxx, 00, 00000 Xxxxxx, Xxxxx, as well as its Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 0, XX 3604, XX- 0000 Xxxxxx, Xxxxxxxxxxx (where it can also be ordered by telephone x00 00 000 0000 or fax +41 44
000 0000).
Terms and Conditions
The following "Product Terms" of the Securities shall, for the relevant series of Securities, complete and put in concrete terms the General Conditions for the purposes of such series of Securities. The Product Terms and General Conditions together constitute the "Terms and Conditions" of the relevant Securities.
General Definitions applicable to the Securities
Security Type Certificate
ISIN DE000DT1NSW0
WKN DT1NSW
Common Code 098516557
Issuer Deutsche Bank AG, Frankfurt am Main
Number of the Securities
Up to 500,000
Issue Price An amount EUR per Certificate equal to the Initial Reference Level Issue Date 28 January 2014
Nominal Amount
An amount EUR equal to the Reference Level of the Underlying on the Issue Date
Underlying Type: Index
Name: Euro BTP Future Short Index Faktor 7 Index Sponsor: Solactive AG
Reuters RIC: . BTPS07IDX
Reference Source: as defined in §5 (5) (i) of the General Conditions Multi-Exchange Index: not applicable
Related Exchange: as defined in §5 (5) (j) of the General Conditions Reference Currency: EUR
Currency Exchange: Currency Exchange is not applicable ISIN: DE000SLA0DY7
Settlement Cash Settlement
Multiplier (a) In relation to the first Multiplier Adjustment Date, 100 per cent. – 0.25 per cent.
(b) In relation to each subsequent Multiplier Adjustment Date, the product of:
(i) the Multiplier on the immediately preceding Multiplier Adjustment Date; and
(ii) 100 per cent. – 0.25 per cent.
Multiplier Adjustment Dates
The sixth Trading Day for the Index prior to 9 March, 9 June, 9 September and 9 December in each calendar year from, and including 9 March 2014 to, and including, 9 December 2018.
Initial Reference Level
The Reference Level on the Initial Valuation Date.
Final Reference Level
The Reference Level on the Valuation Date.
Reference Level In respect of any day, an amount (which shall be deemed to be a monetary value in the Settlement Currency) equal to the Relevant Reference Level Value on such day quoted by or published on the Reference Source as specified in the specification of the Underlying.
Relevant Reference Level Value
The closing level of the Underlying on the Reference Source.
Initial Valuation Date
28 January 2014
Valuation Date 28 January 2019
Settlement Date The third Business Day following the Valuation Date.
General Definitions Applicable to Certificates
Cash Amount In respect of each Minimum Exercise Amount, Final Reference Level × Multiplier
Specific Definitions Applicable to Certificates
Product No. C1: Capital Protection Certificate
Not Applicable
Product No. C2: Capital Protection Certificate with Maximum Amount
Not Applicable
Product No. C3: Capital Protection Certificate with Participation in Average Performance and without Maximum Amount
Not Applicable
Product No. C4: Certificate
Not Applicable
Product No. C5: Certificate 100%
Product No. C6: Perpetual Certificate
Not Applicable
Product No. C7: Index Certificate
None
Product No. C8: Performance Certificate
Not Applicable
Product No. C9: Discount Certificate (Physical Delivery)
Not Applicable
Product No. C10: Discount Certificate (Cash Settlement)
Not Applicable
Product No. C11: Bonus Certificate
Not Applicable
Product No. C12: Bonus Certificate with Cap
Not Applicable
Product No. C13: BonusPro Certificate
Not Applicable
Product No. C14: BonusPro Certificate with Cap
Not Applicable
Product No. C15: Easy Bonus Certificate
Not Applicable
Product No. C16: Easy Bonus Certificate with Cap
Not Applicable
Product No. C17: Reverse Bonus Certificate
Not Applicable
Product No. C18: Reverse Bonus Certificate with Cap
Not Applicable
Product No. C19: Flex Bonus Certificate
Not Applicable
Product No. C20: Express Certificate with European Barrier Observation
Not Applicable
Product No. C21: Express Certificate with American Barrier Observation
Not Applicable
Product No. C22: PerformancePlus Certificate
Not Applicable
Product No. C23: Reverse Express Certificate
Product No. C24: Currency Express Certificate
Not Applicable
Product No. C25: Express Autocallable Certificate
Not Applicable
Product No. C26: Worst of Express Autocallable Certificate
Not Applicable
Product No. C27: Outperformance Certificate
Not Applicable
Product No. C28: Reverse Outperformance Certificate
Not Applicable
Product No. C29: Fixed Rate of Interest Certificate with European Barrier Observation
Not Applicable
Product No. C30: Fixed Rate of Interest Certificate with American Barrier Observation
Not Applicable
Product No. C31: Inflation-Linked Fixed Rate of Interest Certificate
Not Applicable
Product No. C32: Currency Fixed Rate of Interest Certificate
Not Applicable
Product No. C33: Coupon Certificate with European Barrier Observation
Not Applicable
Product No. C34: Coupon Certificate with American Barrier Observation
Not Applicable
Product No. C35: Currency Certificate with Fixed Coupon
Not Applicable
Product No. C36: Extra Coupon Certificate (Cash Settlement)
Not Applicable
Product No. C37: Extra Coupon Certificate (Physical Delivery)
Not Applicable
Product No. C38: Reverse Participation Corridor Certificate
Not Applicable
Product No. C39: Sprinter Certificate
Not Applicable
Product No. C40: OneStep Certificate
Not Applicable
Product No. C41: Certificate with Redemption Threshold and Barrier without Possibility of Early Redemption
Not Applicable
Product No. C42: Parachute Certificate
Not Applicable
Product No. C43: Equity Protection Certificate
Not Applicable
Product No. C44: Twin Win Certificate with European Barrier Observation
Not Applicable
Product No. C45: Twin Win Certificate with European Barrier Observation with Cap
Not Applicable
Product No. C46: Twin Win Certificate with American Barrier Observation
Not Applicable
Product No. C47: Twin Win Certificate with American Barrier Observation with Cap
Not Applicable
Product No. C48: Autocallable Twin Win Certificate with European Barrier Observation
Not Applicable
Product No. C49: Autocallable Twin Win Certificate with American Barrier Observation
Not Applicable
Product No. C50: Bonus Worst Of Certificates with European Barrier Observation
Not Applicable
Product No. C51: Bonus Worst Of Certificates with American Barrier Observation
Not Applicable
Product No. C52: Autocallable Certificate (with instalment redemption)
Not Applicable
Product No. C53: Autocallable Outperformance Certificate
Not Applicable
Product No. C54: Range Certificate
Not Applicable
Product No. C55: Autocallable Bonus Certificate
Not Applicable
Product No. C56: Delta One Certificate
Not Applicable
Product No. C57: Dual Fixed Rate Certificate (with instalment redemption)
Not Applicable
General Definitions Applicable to Warrants
Not Applicable
General Definitions Applicable to Notes
Not Applicable
Further Definitions Applicable to the Securities
Type of Exercise European Style
Exercise Date Valuation Date
Minimum Exercise Amount One Security, being the minimum number of Securities which can be traded in accordance with the Listing Rules of the market managed and organised by Borsa Italiana S.p.A.
Automatic Exercise Automatic Exercise is applicable. Settlement Currency EUR
Business Day Locations Frankfurt am Main and Milan Payment Day Locations Frankfurt am Main and Milan
Correction Period Three Business Days prior to the due date for any payment or delivery under the Securities, the amount of which is determined in whole or in part by reference to such value or price of the Reference Item
Ultimate Trading Day For the purpose of determining the Final Reference Level, as defined in
§5(5)(p) of the General Conditions
Form of Securities Italian Securities
Clearing Agent Monte Titoli S.p.A., Xxxxxx xxxxx Xxxxxx, 0. X-00000 Xxxxx, Xxxxx Governing Law English law
Further Information about the Offering of the Securities
LISTING AND TRADING
Listing and Trading Application has been made to list the Securities on the Italian Stock Exchange.
Minimum Trade Size One Security
Estimate of total expenses related to admission to trading
EUR 3,000
FEES
Fees paid by the Issuer to the distributor Not applicable
Fees charged by the Issuer to the
Securityholders post issuance
Not applicable
SECURITY RATINGS
Rating The Securities have not been rated.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Interests of Natural and Legal Persons involved in the Issue
Save for the Distributors regarding the fees as set out under "Fees" above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
Reasons for offer The net proceeds from this issue of Securities will be applied by the Issuer for its general corporate purposes. A substantial portion of the proceeds from the issue of certain Securities may be used to hedge market risk with respect to such Securities.
PUBLICATION OF NOTICES
Publication of notices Save as provided above, notices will be published in accordance with §16(1).
- 8 -
INFORMATION RELATING TO THE UNDERLYING
Information on the Underlying, on the performance and the volatility of the Underlying (including historical data) can be obtained on the Reuters page as provided for the index composing the Underlying under "Underlying" in the Product Terms above.
The sponsor of the index composing the Underlying also maintains an Internet Site at the following address where further information (including a description of the essential characteristics of the index, comprising, as applicable, the type of index, the method and formulas of calculation, a description of the individual selection process of the index components and the adjustment rules) may be available in respect of the Underlying.
Index Sponsor: Solactive AG
Internet Site of Index Sponsor: xxx.xxxxxxxxxx-xxxxxxxxx.xx
Index Disclaimer
The Securities are not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trade mark or the Index price at any time or in any other respect. The Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Index is calculated correctly. Irrespective of its obligations towards the Issuer, Solactive AG has no obligation to point out errors in the Index to third parties including but not limited to investors and/or financial intermediaries of the Securities. Neither publication of the Index by Solactive AG nor the licensing of the Index or Index trade mark for the purpose of use in connection with the Securities constitutes a recommendation by Solactive AG to invest capital in the Securities nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in the Securities.
Further Information Published by the Issuer
The Issuer does not intend to provide any further information on the Underlying.
COUNTRY SPECIFIC INFORMATION:
ITALY
Agent in Italy In Italy, the Agent shall be Deutsche Bank S.p.A. The Agent shall act through its principal office in Milan being as at the Issue Date at the following address: Xxxxxx xxx Xxxxxxxxxx, 0 – 20126.
Annex to the Final Terms
Issue-Specific Summary
Summaries are made up of 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'.
Element | Section A – Introduction and warnings | |
A.1 | Warning | Warning that: the Summary should be read as an introduction to the Prospectus; any decision to invest in the Securities should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus, before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such the Securities. |
A.2 | Consent to use of the Prospectus | The subsequent resale or final placement of Securities by financial intermediaries can be made as long as this Prospectus is valid in accordance with Article 9 of the Prospectus Directive. Such consent is not subject to and given under any condition. In case of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. |
Element | Section B – Issuer | |
B.1 | Legal and commercial name of the issuer. | The legal and commercial name of the Issuer is Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or "Bank"). |
B.2 | Domicile, legal form, legislation and country of incorporation of the issuer. | Deutsche Bank is a stock corporation (Aktiengesellschaft) incorporated and operating under German law. The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Xxxxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (telephone +49-69- 910-00). |
B.4b | Trends | Not applicable; there are no known trends affecting the Issuer or the industries in which it operates. |
B.5 | Description of the Group and the issuer's position within the Group | Deutsche Bank is the parent company of a group consisting of banks, capital market companies, fund management companies, a property finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies (the "Deutsche Bank Group"). |
B.9 | Profit forecast or estimate. | Not applicable; no profit forecast or estimate is made. |
B.10 | Qualifications in the audit report on the historical financial information. | Not applicable; there are no qualifications in the audit report on the historical financial information. |
B.12 | Selected historical financial information. | key | 31 December 2011 (IFRS, audited) | 31 December 2012 (IRFS, audited) | 30 September 2012 (IFRS, unaudited) | 30 September 2013 (IFRS, unaudited) | |||
Share capital (in Euro) | 2,379,519,078.40 | 2,379,519,078.40 | 2,379,519,078.40 | 2,609,919,078.40 | |||||
Number | |||||||||
of ordinary | 929,499,640 | 929,499,640 | 929,499,640 | 1,019,499,640 | |||||
shares | |||||||||
Total | |||||||||
assets (in million | 2,164,103 | 2,022,275 | 2,193,737 | 1,787,971 | |||||
Euro) | |||||||||
Total | |||||||||
liabilities (in | 2,109,443 | 1,968,035 | 2,136,666 | 1,731,206 | |||||
million | |||||||||
Euro) | |||||||||
Total | |||||||||
equity (in | 54,660 | 54,240 | 57,071 | 56,765 | |||||
million | |||||||||
Euro) | |||||||||
Core | |||||||||
Tier 1 capital | 9.5% | 11.4% | 10.7% | 13.0% | |||||
ratio | |||||||||
Tier 1 | |||||||||
capital ratio | 12.9% | 15.1% | 14.2% | 17.0% | |||||
A statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change. | There has been no material adverse change in the prospects of Deutsche Bank since 31 December 2012. | ||||||||
A description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information. | There has been no significant change in the financial position of Deutsche Bank Group since 30 September 2013. | ||||||||
B.13 | Recent events. | Not applicable; there are no recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer's solvency. | |||||||
B.14 | Dependence upon other entities within the group. | Please see Element B.5. Not applicable; the Issuer is not dependent upon other entities. | |||||||
B.15 | Issuer's principal activities. | Following a comprehensive strategic review, Deutsche Bank realigned its organizational structure in the fourth quarter 2012. The Bank reaffirmed its commitment to the universal banking model and to its four existing corporate divisions. Deutsche Bank strengthened this emphasis with an integrated Asset & Wealth Management Corporate Division that includes former Corporate Banking & Securities businesses such as exchange-traded funds (ETFs). Furthermore, the Bank created a Non-Core Operations Unit. This unit includes the former Group Division Corporate Investments (CI) as well as non-core operations which were re- assigned from other corporate divisions. As of 31 December 2012 the Bank was organized into the following five corporate divisions: — Corporate Banking & Securities (CB&S) | |||||||
— Global Transaction Banking (GTB) — Asset & Wealth Management (AWM) — Private & Business Clients (PBC) — Non-Core Operations Unit (NCOU) Corporate Banking & Securities (CB&S) is made up of the business divisions Corporate Finance and Markets. These businesses offer financial products worldwide including the underwriting of stocks and bonds, trading services for investors and the tailoring of solutions for companies' financial requirements. Effective in November 2012, following a comprehensive strategic review of the Group's organizational structure, CB&S was realigned as part of the Group's new banking model. This realignment covered three main aspects: the transfer of non-core assets (namely correlation and capital intensive securitization positions, monoline positions, and IAS 39 reclassified assets) to the NCOU; the transfer of passive and third-party alternatives businesses, such as ETF's, into the newly integrated AWM Corporate Division; and a refinement of coverage costs between CB&S and GTB. Global Transaction Banking (GTB) delivers commercial banking products and services to corporate clients and financial institutions, including domestic and cross-border payments, financing for international trade, as well as the provision of trust, agency, depositary, custody and related services. GTB's business divisions consist of Trade Finance and Cash Management Corporates as well as Trust & Securities Services and Cash Management Financial Institutions. Asset and Wealth Management (AWM) is one of the world's leading investment organizations. AWM helps individuals and institutions worldwide to protect and grow their wealth, offering traditional and alternative investments across all major asset classes. AWM also provides customized wealth management solutions and private banking services to high- net-worth and ultra-high-networth individuals and family offices. AWM comprises former Private Wealth Management (PWM) and Asset Management (AM) businesses as well as passive and third party alternatives businesses that were re-assigned from CB&S to AWM in the fourth quarter 2012. The combined division has sizable franchises in both retail and institutional asset and wealth management, allowing both clients and Deutsche Bank Group to benefit from its scale. In addition, non-core assets and businesses were re-assigned from AWM to the NCOU in the fourth quarter 2012. AWM now consists of two major pillars: Investment Platform and Coverage/Advisory. Private & Business Clients (PBC) operates under a single business model across Europe and selected Asian markets. PBC serves retail and affluent clients as well as small and medium sized business customers. The PBC Corporate Division is organized into the following business units: — Advisory Banking Germany, which comprises all of PBC's activities in Germany excluding Postbank. — Advisory Banking International, which covers PBC's European activities outside Germany and PBC's activities in Asia including our stake in and partnership with Xxx Xxx Bank. — Consumer Banking Germany, which mainly comprises the contribution of Postbank Group to the consolidated results of Deutsche Bank. Non-Core Operations Unit (NCOU) was established in November 2012. The NCOU operates as a separate corporate division alongside Deutsche Bank's core businesses. In addition to managing its global principal investments and holding certain other non-core assets to maturity, targeted de-risking activities within the NCOU will help the Bank reduce risks that are not related to its planned future strategy, thereby reducing capital demand. In carrying out these targeted de-risking activities, the NCOU will prioritize for exit those positions with less favourable capital and risk return profiles to enable the Bank to strengthen its Core Tier 1 capital ratio under Basel 3. | ||
B.16 | Controlling persons. | Not applicable; the Issuer is not directly or indirectly owned or controlled. |
B.17 | Credit ratings assigned to the issuer or its debt securities. | Deutsche Bank is rated by Standard & Poor's Credit Market Services France S.A.S. ("S&P"), by Moody's Investors Service Ltd., London, United Kingdom ("Moody's") and by Fitch Italia S.p.A. ("Fitch", together with S&P and Moody's, the "Rating Agencies"). Each of the Rating Agencies has its registered office in the European Community and is registered under Art. 14 (1) in connection with Art. 2 (1) of Regulation (EC) No 1060/2009 of |
the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended. At the date of this Prospectus, the following ratings were assigned to Deutsche Bank: Rating Agency Long-term Short-term Outlook Standard & Poor's A A-1 Stable (S&P) Moody's A2 P-1 Negative Fitch A+ F1+ Stable | ||
Element | Section C – Securities | |
C.1 | Type and the class of the securities, including any security identification number. | Type of Securities The Securities are Certificates. For a further description see Element C.15. Security identification number(s) of Securities ISIN: DE000DT1NSW0 WKN: DT1NSW Common Code: 098516557 |
C.2 | Currency of the securities issue. | Euro (EUR) |
C.5 | Restrictions on the free transferability of the securities. | Each Security is transferable in accordance with applicable law and any rules and procedures for the time being of any Clearing Agent through whose books such Security is transferred. |
C.8 | Rights attached to the securities, including ranking and limitations to those rights | Governing law of the Securities The Securities will be governed by, and construed in accordance with, English law. The constituting of the Securities may be governed by the laws of the jurisdiction of the Clearing Agent. Rights attached to the Securities The Securities provide holders of the Securities, on redemption or upon exercise, with a claim for payment of a cash amount and/or delivery of a physical delivery amount. Status of the Securities The Securities will constitute direct, unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer except for any obligations preferred by law. |
C.9 | The nominal interest rate, the date from which interest becomes payable and the due dates for interest, where the rate is not fixed, description of the underlying on which it is based, maturity date and arrangements for | Not Applicable; the Securities do not entitle the investor to receive 100 per cent. of the Issue Price. |
the amortization of the loan, including the repayment procedures, an indication of yield, name of representative of debt security holders | |||||
C.10 | Derivative component in the interest payment. | Not Applicable; the Securities do not entitle Nominal Amount. | the investor to receive 100 per cent. | of the | |
C.11 | Application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in questions. | Application has been made to list the Securities on the regulated market of the Italian Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. | |||
C.15 | A description of how the value of the investment is affected by the value of the underlying instrument(s), unless the securities have a denomination of at least EUR 100.000. | The Index Certificate enables investors to participate in the performance of the Underlying, if applicable taking a Management Fee into account, if specified in the applicable Final Terms. With this certificate, the Issuer will pay a Cash Amount at maturity, the amount of which depends on the level of the index at maturity. The Cash Amount is equal to the Final Reference Level multiplied by the Multiplier. The Multiplier is adjusted downwards on each quarterly Multiplier Adjustment Date to take into account the Management Fee. | |||
Final Reference Level | The Reference Level of the Underlying on the Valuation Date | ||||
Reference Level | Official closing level of the Underlying | ||||
Management Fee | 0. 25 per cent. per quarter | ||||
Multiplier | For the first Multiplier Adjustment Date, one minus the Management Fee. For each subsequent Multiplier Adjustment Date, the product of (i)the Multiplier on the immediately preceding Multiplier Adjustment Date; and (ii) one minus the Management Fee | ||||
Multiplier Adjustment Date | The sixth trading day for the Underlying prior to 9 March, 9 June, 9 September and 9 December in each calendar year from, and including 9 March 2014 to, and including, 9 December 2018 | ||||
C.16 | The expiration or maturity date of the derivative securities – the exercise date or final reference date. | Settlement Date: The third Business Day following the Valuation Date Exercise Date: The Valuation Date Valuation Date: 28 January 2019 (subject to adjustment) | |||
C.17 | Settlement procedure of the derivative | Any cash amounts payable by the Issuer shall be transferred to the relevant Clearing Agent for distribution to the Securityholders. | |||
securities. | The Issuer will be discharged of its payment obligations by payment and/or delivery to, or to the order of, the relevant Clearing Agent or Physical Delivery Clearing System in respect of the amount so paid or delivered. | |
C.18 | A description of how the return on derivative securities takes place. | Payment of the Cash Amount to each relevant Securityholder on the Settlement Date. |
C.19 | The exercise price or the final reference price of the underlying. | The Final Reference Level. |
C.20 | Type of the underlying and where the information on the underlying can be found. | Type: Index. Name: Euro BTP Future Short Index Faktor 7 ISIN: DE000SLA0DY7 Information on the historical and ongoing performance of the Underlying and its volatility can be obtained on Reuters page as provided for each security or item composing the Underlying. |
Element | Section D – Risks | |
D.2 | Key information on the key risks that are specific and individual to the issuer. | Investors will be exposed to the risk of Deutsche Bank as the Issuer becoming insolvent and thus overindebted or unable to pay debts, i.e. a temporary or permanent inability to meet interest and/or principal payments on time. Deutsche Bank's credit rating reflects the assessment of these risks. Factors that may have a negative impact on Deutsche Bank's profitability are described in the following: • Deutsche Bank has been and may continue to be affected by the ongoing European sovereign debt crisis, and it may be required to take impairments on the Bank's exposures to the sovereign debt of Greece and other countries. The credit default swaps Deutsche Bank has entered into to manage sovereign credit risk may not be available to offset these losses. • Regulatory and political actions by European governments in response to the sovereign debt crisis may not be sufficient to prevent the crisis from spreading or to prevent departure of one or more member countries from the common currency. The departure of any one or more countries from the euro could have unpredictable consequences on the financial system and the greater economy, potentially leading to declines in business levels, write- downs of assets and losses across Deutsche Bank's businesses. Deutsche Bank's ability to protect itself against these risks are limited. • The Bank's results are dependent on the macroeconomic environment and the Bank has been and may continue to be affected by the macroeconomic effects of the ongoing European sovereign debt crisis, including renewed concerns about the risk of a return to recession within the eurozone, as well as by lingering effects of the recent global financial crisis of 2007-2008. • Deutsche Bank requires capital to support its business activities and meet regulatory requirements. Regulatory capital and liquidity requirements are being increased significantly. Surcharges for systemically important banks like Deutsche Bank are being imposed and definitions of capital are being tightened. In addition, any losses resulting from current market conditions or otherwise could diminish the Bank's capital, make it more difficult for Deutsche Bank to raise additional capital or increase the cost to the Bank of new capital. Any perception in the market that Deutsche Bank may be unable to meet its capital requirements with an adequate buffer could have the effect of intensifying the effect of these factors on Deutsche Bank. • Deutsche Bank has a continuous demand for liquidity to fund its business activities, and may be limited in its ability to access the capital markets for liquidity and to fund assets in the current market environment. In addition, the Bank may suffer may suffer during periods of market-wide of firm specific liquidity constraints and is exposed to the risk that liquidity is not made available to it even if the Bank's underlying business remains strong. • Protracted market declines have reduced and may in the future reduce available liquidity in the markets, making it harder to sell assets and possibly leading to material losses. • Market declines and volatility on the markets can materially and adversely affect Deutsche Bank's revenues and profits. |
• Deutsche Bank has incurred and may in the future continue to incur significant losses from its trading and investment activities due to market fluctuations. • Deutsche Bank has incurred losses, and may incur further losses, as a result of changes in the fair value of its financial instruments. • Adverse economic conditions have caused and may in the future cause Deutsche Bank to incur higher credit losses. • Even where losses are for Deutsche Bank's clients' accounts, they may fail to repay Deutsche Bank, leading to decreased volumes of client business and material losses for Deutsche Bank, and its reputation can be harmed. • Deutsche Bank investment banking revenues may decline as a result of adverse market or economic conditions. • Deutsche Bank may generate lower revenues from brokerage and other commission- and fee-based businesses. • The Bank's risk management policies, procedures and methods leave Deutsche Bank exposed to unidentified or unanticipated risks, which could lead to material losses. • Deutsche Bank's non-traditional credit businesses materially add to its traditional banking credit risks. • Deutsche Bank operates in an increasingly regulated and litigious environment, potentially exposing it to liability claims and other costs, the amounts of which may be difficult to estimate. • Regulatory reforms enacted and proposed in response to the global financial crisis and the European sovereign debt crisis (in addition to increased capital requirements) may significantly affect Deutsche Bank's business model and the competitive environment. • Deutsche Bank has been subject to contractual claims and litigation in respect of its U.S. residential mortgage loan business that may materially and adversely affect the Bank's results or reputation. • Operational risks may disrupt Deutsche Bank's business. • The size of Deutsche Bank's clearing operations exposes it to a heightened risk of material losses should these operations fail to function properly. • If Deutsche Bank is unable to implement its strategic initiatives, the Bank may be unable to achieve its financial objectives, or incur losses or low profitability, and the Bank's share price may be materially and adversely affected. • Deutsche Bank may have difficulty in identifying and executing acquisitions, and both making acquisitions and avoiding them could materially harm Deutsche Bank's results of operations and its share price. • The effects of the takeover of Deutsche Postbank AG may differ materially from Deutsche Bank's expectations. • Events at companies in which Deutsche Bank has invested may make it harder to sell the Bank's holdings and result in material losses irrespective of market developments. • Intense competition, in Deutsche Bank's home market of Germany as well as in international markets, could materially adversely impact its revenues and profitability. • Transactions with counterparties in countries designated by the U.S. State Department as state sponsors of terrorism may lead potential customers and investors to avoid doing business with Deutsche Bank or investing in its securities. | ||
D.3 | Key information on the risks that are specific and individual to the securities. | Securities are linked to the Underlying Amounts payable or assets deliverable periodically or on exercise or redemption of the Securities, as the case may be, are linked to the Underlying which may comprise one or more Reference Items. The purchase of, or investment in, Securities linked to the Underlying involves substantial risks. The Securities are not conventional securities and carry various unique investment risks which prospective investors should understand clearly before investing in the Securities. Each prospective investor in the Securities should be familiar with securities having characteristics similar to the Securities and should fully review all documentation for and understand the Terms and Conditions of the Securities and the nature and extent of its exposure to risk of loss. Potential investors should ensure that they understand the relevant formula in accordance with which the amounts payable and/or assets deliverable are calculated, and if necessary seek advice from their own adviser(s). |
Risks associated with the Underlying Because of the Underlying's influence on the entitlement from the Security, as with a direct investment in the Underlying, investors are exposed to risks both during the term and also at maturity, which are also generally associated with an investment in the respective fund share and indices in general. Early Termination The Terms and Conditions of the Securities include a provision pursuant to which, either at the option of the Issuer or otherwise where certain conditions are satisfied, the Issuer is entitled to redeem or cancel the Securities early. As a result, the Securities may have a lower market value than similar securities which do not contain any such Issuer's right for redemption or cancellation. During any period where the Securities may be redeemed or cancelled in this way the market value of the Securities generally will not rise substantially above the price at which they may be redeemed or cancelled. The same applies where the Terms and Conditions of the Securities include a provision for an automatic redemption or cancellation of the Securities (e.g. "knock-out" or "auto call" provision). Risks at maturity If the Underlying falls in value, the Index Certificate involves a risk of loss depending on the value, price or level of the Underlying at maturity; in the worst-case scenario, this may result in the total loss of the capital invested. This will occur if the Final Reference Level on the Valuation Date is zero. | ||
D.6 | Risk warning to the effect that investors may lose the value of their entire investment or part of it | Please see Element D.3. Where no minimum amount(s) of cash or assets to be payable or deliverable is specified, investors may experience a total or partial loss of their investment in the Security. |
Element | Section E – Offer | |
E.2b | Reasons for the offer, use of proceeds, estimated net proceeds | Not applicable. |
E.3 | Terms and conditions of the offer. | Not applicable. |
E.4 | Interest that is material to the issue/offer including confliction interests. | Not applicable. |
E.7 | Estimated expenses charged to the investor by the issuer or offeror. | Not applicable. |
Final Terms dated 28 January 2014 for the Base Prospectus dated 19 December 2013
DEUTSCHE BANK AG
Issue of up to 500,000 Index Certificates relating to the Euro Bund Future Short Index Faktor 7
(the "Securities")
under its Programme for the issuance of Certificates, Warrants and Notes
Issue Price: An amount EUR per Certificate equal to the Initial Reference Level
WKN/ISIN: DT1NSX/ DE000DT1NSX8
This document constitutes the Final Terms of the Securities described herein and comprises the following parts:
Terms and Conditions (Product Terms)
Further Information about the Offering of the Securities Issue-Specific Summary
These Final Terms have been prepared for the purpose of Article 5(4) of the Prospectus Directive and must be read in conjunction with the Base Prospectus dated 19 December 2013 (including the documents incorporated into the Base Prospectus by reference) (the "Base Prospectus"). Terms not otherwise defined herein shall have the meaning given in the General Conditions set out in the Base Prospectus. Full information on the Issuer and the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the individual issue is annexed to the Final Terms.
The Base Prospectus, any supplement to the Base Prospectus and the Final Terms, together with any translations thereof, or of the Summary as completed and put in concrete terms by the relevant Final Terms, will be available on the Issuer's website (xxx.x-xxxxxxx.xx.xxx) and/or (xxx.xxxxxxxxxx-xxxxxxxx.xx.xxx) and/or on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx), as well as, (i) in the case of admission to trading of the Securities to the Italian Stock Exchange, on the website of Borsa Italiana (xxx.xxxxxxxxxxxxx.xx), (ii) in the case of admission to trading of the Securities to the Euronext Lisbon regulated market or a public offering of Securities in Portugal, on the website of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) (xxx.xxxx.xx) and (iii) in the case of admission to trading of the Securities on any of the Spanish Stock Exchanges or AIAF, on the website of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) (xxx.xxxx.xx).
In addition, the Base Prospectus shall be available in physical form and free of charge at the registered office of the Issuer, Deutsche Bank AG, CIB, GME X-markets, Grosse Xxxxxxxxxxxxx 00-00, 00000 Xxxxxxxxx xx Xxxx, its London branch at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, its Xxxxx Xxxxxx at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxxx, Xxxxx, its Portuguese Branch at Xxx Xxxxxxxx, 00, 0000-000 Xxxxxx, Xxxxxxxx and its Spanish Branch at Xxxxx Xx Xx Xxxxxxxxxx, 00, 00000 Xxxxxx, Xxxxx, as well as its Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 0, XX 3604, XX- 0000 Xxxxxx, Xxxxxxxxxxx (where it can also be ordered by telephone x00 00 000 0000 or fax +41 44
000 0000).
Terms and Conditions
The following "Product Terms" of the Securities shall, for the relevant series of Securities, complete and put in concrete terms the General Conditions for the purposes of such series of Securities. The Product Terms and General Conditions together constitute the "Terms and Conditions" of the relevant Securities.
General Definitions applicable to the Securities
Security Type Certificate
ISIN DE000DT1NSX8
WKN DT1NSX
Common Code 098516565
Issuer Deutsche Bank AG, Frankfurt am Main
Number of the Securities
Up to 500,000
Issue Price An amount EUR per Certificate equal to the Initial Reference Level Issue Date 28 January 2014
Nominal Amount
An amount EUR equal to the Reference Level of the Underlying on the Issue Date
Underlying Type: Index
Name: Euro Bund Future Short Index Faktor 7 Index Sponsor: Solactive AG
Reuters RIC: . FGBLS07IDX
Reference Source: as defined in §5 (5) (i) of the General Conditions Multi-Exchange Index: not applicable
Related Exchange: as defined in §5 (5) (j) of the General Conditions Reference Currency: EUR
Currency Exchange: Currency Exchange is not applicable ISIN: DE000SLA0EC1
Settlement Cash Settlement
Multiplier (a) In relation to the first Multiplier Adjustment Date, 100 per cent. – 0.25 per cent.
(b) In relation to each subsequent Multiplier Adjustment Date, the product of:
(i) the Multiplier on the immediately preceding Multiplier Adjustment Date; and
(ii) 100 per cent. – 0.25 per cent.
Multiplier Adjustment Dates
The sixth Trading Day for the Index prior to 9 March, 9 June, 9 September and 9 December in each calendar year from, and including 9 March 2014 to, and including, 9 December 2018.
Initial Reference Level
The Reference Level on the Initial Valuation Date.
Final Reference Level
The Reference Level on the Valuation Date.
Reference Level In respect of any day, an amount (which shall be deemed to be a monetary value in the Settlement Currency) equal to the Relevant Reference Level Value on such day quoted by or published on the Reference Source as specified in the specification of the Underlying.
Relevant Reference Level Value
The closing level of the Underlying on the Reference Source.
Initial Valuation Date
28 January 2014
Valuation Date 28 January 2019
Settlement Date The third Business Day following the Valuation Date.
General Definitions Applicable to Certificates
Cash Amount In respect of each Minimum Exercise Amount, Final Reference Level × Multiplier
Specific Definitions Applicable to Certificates
Product No. C1: Capital Protection Certificate
Not Applicable
Product No. C2: Capital Protection Certificate with Maximum Amount
Not Applicable
Product No. C3: Capital Protection Certificate with Participation in Average Performance and without Maximum Amount
Not Applicable
Product No. C4: Certificate
Not Applicable
Product No. C5: Certificate 100%
Product No. C6: Perpetual Certificate
Not Applicable
Product No. C7: Index Certificate
None
Product No. C8: Performance Certificate
Not Applicable
Product No. C9: Discount Certificate (Physical Delivery)
Not Applicable
Product No. C10: Discount Certificate (Cash Settlement)
Not Applicable
Product No. C11: Bonus Certificate
Not Applicable
Product No. C12: Bonus Certificate with Cap
Not Applicable
Product No. C13: BonusPro Certificate
Not Applicable
Product No. C14: BonusPro Certificate with Cap
Not Applicable
Product No. C15: Easy Bonus Certificate
Not Applicable
Product No. C16: Easy Bonus Certificate with Cap
Not Applicable
Product No. C17: Reverse Bonus Certificate
Not Applicable
Product No. C18: Reverse Bonus Certificate with Cap
Not Applicable
Product No. C19: Flex Bonus Certificate
Not Applicable
Product No. C20: Express Certificate with European Barrier Observation
Not Applicable
Product No. C21: Express Certificate with American Barrier Observation
Not Applicable
Product No. C22: PerformancePlus Certificate
Not Applicable
Product No. C23: Reverse Express Certificate
Product No. C24: Currency Express Certificate
Not Applicable
Product No. C25: Express Autocallable Certificate
Not Applicable
Product No. C26: Worst of Express Autocallable Certificate
Not Applicable
Product No. C27: Outperformance Certificate
Not Applicable
Product No. C28: Reverse Outperformance Certificate
Not Applicable
Product No. C29: Fixed Rate of Interest Certificate with European Barrier Observation
Not Applicable
Product No. C30: Fixed Rate of Interest Certificate with American Barrier Observation
Not Applicable
Product No. C31: Inflation-Linked Fixed Rate of Interest Certificate
Not Applicable
Product No. C32: Currency Fixed Rate of Interest Certificate
Not Applicable
Product No. C33: Coupon Certificate with European Barrier Observation
Not Applicable
Product No. C34: Coupon Certificate with American Barrier Observation
Not Applicable
Product No. C35: Currency Certificate with Fixed Coupon
Not Applicable
Product No. C36: Extra Coupon Certificate (Cash Settlement)
Not Applicable
Product No. C37: Extra Coupon Certificate (Physical Delivery)
Not Applicable
Product No. C38: Reverse Participation Corridor Certificate
Not Applicable
Product No. C39: Sprinter Certificate
Not Applicable
Product No. C40: OneStep Certificate
Not Applicable
Product No. C41: Certificate with Redemption Threshold and Barrier without Possibility of Early Redemption
Not Applicable
Product No. C42: Parachute Certificate
Not Applicable
Product No. C43: Equity Protection Certificate
Not Applicable
Product No. C44: Twin Win Certificate with European Barrier Observation
Not Applicable
Product No. C45: Twin Win Certificate with European Barrier Observation with Cap
Not Applicable
Product No. C46: Twin Win Certificate with American Barrier Observation
Not Applicable
Product No. C47: Twin Win Certificate with American Barrier Observation with Cap
Not Applicable
Product No. C48: Autocallable Twin Win Certificate with European Barrier Observation
Not Applicable
Product No. C49: Autocallable Twin Win Certificate with American Barrier Observation
Not Applicable
Product No. C50: Bonus Worst Of Certificates with European Barrier Observation
Not Applicable
Product No. C51: Bonus Worst Of Certificates with American Barrier Observation
Not Applicable
Product No. C52: Autocallable Certificate (with instalment redemption)
Not Applicable
Product No. C53: Autocallable Outperformance Certificate
Not Applicable
Product No. C54: Range Certificate
Not Applicable
Product No. C55: Autocallable Bonus Certificate
Not Applicable
Product No. C56: Delta One Certificate
Not Applicable
Product No. C57: Dual Fixed Rate Certificate (with instalment redemption)
Not Applicable
General Definitions Applicable to Warrants
Not Applicable
General Definitions Applicable to Notes
Not Applicable
Further Definitions Applicable to the Securities
Type of Exercise European Style
Exercise Date Valuation Date
Minimum Exercise Amount One Security, being the minimum number of Securities which can be traded in accordance with the Listing Rules of the market managed and organised by Borsa Italiana S.p.A.
Automatic Exercise Automatic Exercise is applicable. Settlement Currency EUR
Business Day Locations Frankfurt am Main and Milan Payment Day Locations Frankfurt am Main and Milan
Correction Period Three Business Days prior to the due date for any payment or delivery under the Securities, the amount of which is determined in whole or in part by reference to such value or price of the Reference Item
Ultimate Trading Day For the purpose of determining the Final Reference Level, as defined in
§5(5)(p) of the General Conditions
Form of Securities Italian Securities
Clearing Agent Monte Titoli S.p.A., Xxxxxx xxxxx Xxxxxx, 0. X-00000 Xxxxx, Xxxxx Governing Law English law
Further Information about the Offering of the Securities
LISTING AND TRADING
Listing and Trading Application has been made to list the Securities on the Italian Stock Exchange.
Minimum Trade Size One Security
Estimate of total expenses related to admission to trading
EUR 3,000
FEES
Fees paid by the Issuer to the distributor Not applicable
Fees charged by the Issuer to the
Securityholders post issuance
Not applicable
SECURITY RATINGS
Rating The Securities have not been rated.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Interests of Natural and Legal Persons involved in the Issue
Save for the Distributors regarding the fees as set out under "Fees" above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
Reasons for offer The net proceeds from this issue of Securities will be applied by the Issuer for its general corporate purposes. A substantial portion of the proceeds from the issue of certain Securities may be used to hedge market risk with respect to such Securities.
PUBLICATION OF NOTICES
Publication of notices Save as provided above, notices will be published in accordance with §16(1).
- 8 -
INFORMATION RELATING TO THE UNDERLYING
Information on the Underlying, on the performance and the volatility of the Underlying (including historical data) can be obtained on the Reuters page as provided for the index composing the Underlying under "Underlying" in the Product Terms above.
The sponsor of the index composing the Underlying also maintains an Internet Site at the following address where further information (including a description of the essential characteristics of the index, comprising, as applicable, the type of index, the method and formulas of calculation, a description of the individual selection process of the index components and the adjustment rules) may be available in respect of the Underlying.
Index Sponsor: Solactive AG
Internet Site of Index Sponsor: xxx.xxxxxxxxxx-xxxxxxxxx.xx
Index Disclaimer
The Securities are not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trade mark or the Index price at any time or in any other respect. The Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Index is calculated correctly. Irrespective of its obligations towards the Issuer, Solactive AG has no obligation to point out errors in the Index to third parties including but not limited to investors and/or financial intermediaries of the Securities. Neither publication of the Index by Solactive AG nor the licensing of the Index or Index trade mark for the purpose of use in connection with the Securities constitutes a recommendation by Solactive AG to invest capital in the Securities nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in the Securities.
Further Information Published by the Issuer
The Issuer does not intend to provide any further information on the Underlying.
COUNTRY SPECIFIC INFORMATION:
ITALY
Agent in Italy In Italy, the Agent shall be Deutsche Bank S.p.A. The Agent shall act through its principal office in Milan being as at the Issue Date at the following address: Xxxxxx xxx Xxxxxxxxxx, 0 – 20126.
Annex to the Final Terms
Issue-Specific Summary
Summaries are made up of 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'.
Element | Section A – Introduction and warnings | |
A.1 | Warning | Warning that: the Summary should be read as an introduction to the Prospectus; any decision to invest in the Securities should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus, before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such the Securities. |
A.2 | Consent to use of the Prospectus | The subsequent resale or final placement of Securities by financial intermediaries can be made as long as this Prospectus is valid in accordance with Article 9 of the Prospectus Directive. Such consent is not subject to and given under any condition. In case of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. |
Element | Section B – Issuer | |
B.1 | Legal and commercial name of the issuer. | The legal and commercial name of the Issuer is Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or "Bank"). |
B.2 | Domicile, legal form, legislation and country of incorporation of the issuer. | Deutsche Bank is a stock corporation (Aktiengesellschaft) incorporated and operating under German law. The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Xxxxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (telephone +49-69- 910-00). |
B.4b | Trends | Not applicable; there are no known trends affecting the Issuer or the industries in which it operates. |
B.5 | Description of the Group and the issuer's position within the Group | Deutsche Bank is the parent company of a group consisting of banks, capital market companies, fund management companies, a property finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies (the "Deutsche Bank Group"). |
B.9 | Profit forecast or estimate. | Not applicable; no profit forecast or estimate is made. |
B.10 | Qualifications in the audit report on the historical financial information. | Not applicable; there are no qualifications in the audit report on the historical financial information. |
B.12 | Selected historical financial information. | key | 31 December 2011 (IFRS, audited) | 31 December 2012 (IRFS, audited) | 30 September 2012 (IFRS, unaudited) | 30 September 2013 (IFRS, unaudited) | |||
Share capital (in Euro) | 2,379,519,078.40 | 2,379,519,078.40 | 2,379,519,078.40 | 2,609,919,078.40 | |||||
Number | |||||||||
of ordinary | 929,499,640 | 929,499,640 | 929,499,640 | 1,019,499,640 | |||||
shares | |||||||||
Total | |||||||||
assets (in million | 2,164,103 | 2,022,275 | 2,193,737 | 1,787,971 | |||||
Euro) | |||||||||
Total | |||||||||
liabilities (in | 2,109,443 | 1,968,035 | 2,136,666 | 1,731,206 | |||||
million | |||||||||
Euro) | |||||||||
Total | |||||||||
equity (in | 54,660 | 54,240 | 57,071 | 56,765 | |||||
million | |||||||||
Euro) | |||||||||
Core | |||||||||
Tier 1 capital | 9.5% | 11.4% | 10.7% | 13.0% | |||||
ratio | |||||||||
Tier 1 | |||||||||
capital ratio | 12.9% | 15.1% | 14.2% | 17.0% | |||||
A statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change. | There has been no material adverse change in the prospects of Deutsche Bank since 31 December 2012. | ||||||||
A description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information. | There has been no significant change in the financial position of Deutsche Bank Group since 30 September 2013. | ||||||||
B.13 | Recent events. | Not applicable; there are no recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer's solvency. | |||||||
B.14 | Dependence upon other entities within the group. | Please see Element B.5. Not applicable; the Issuer is not dependent upon other entities. | |||||||
B.15 | Issuer's principal activities. | Following a comprehensive strategic review, Deutsche Bank realigned its organizational structure in the fourth quarter 2012. The Bank reaffirmed its commitment to the universal banking model and to its four existing corporate divisions. Deutsche Bank strengthened this emphasis with an integrated Asset & Wealth Management Corporate Division that includes former Corporate Banking & Securities businesses such as exchange-traded funds (ETFs). Furthermore, the Bank created a Non-Core Operations Unit. This unit includes the former Group Division Corporate Investments (CI) as well as non-core operations which were re- assigned from other corporate divisions. As of 31 December 2012 the Bank was organized into the following five corporate divisions: — Corporate Banking & Securities (CB&S) | |||||||
— Global Transaction Banking (GTB) — Asset & Wealth Management (AWM) — Private & Business Clients (PBC) — Non-Core Operations Unit (NCOU) Corporate Banking & Securities (CB&S) is made up of the business divisions Corporate Finance and Markets. These businesses offer financial products worldwide including the underwriting of stocks and bonds, trading services for investors and the tailoring of solutions for companies' financial requirements. Effective in November 2012, following a comprehensive strategic review of the Group's organizational structure, CB&S was realigned as part of the Group's new banking model. This realignment covered three main aspects: the transfer of non-core assets (namely correlation and capital intensive securitization positions, monoline positions, and IAS 39 reclassified assets) to the NCOU; the transfer of passive and third-party alternatives businesses, such as ETF's, into the newly integrated AWM Corporate Division; and a refinement of coverage costs between CB&S and GTB. Global Transaction Banking (GTB) delivers commercial banking products and services to corporate clients and financial institutions, including domestic and cross-border payments, financing for international trade, as well as the provision of trust, agency, depositary, custody and related services. GTB's business divisions consist of Trade Finance and Cash Management Corporates as well as Trust & Securities Services and Cash Management Financial Institutions. Asset and Wealth Management (AWM) is one of the world's leading investment organizations. AWM helps individuals and institutions worldwide to protect and grow their wealth, offering traditional and alternative investments across all major asset classes. AWM also provides customized wealth management solutions and private banking services to high- net-worth and ultra-high-networth individuals and family offices. AWM comprises former Private Wealth Management (PWM) and Asset Management (AM) businesses as well as passive and third party alternatives businesses that were re-assigned from CB&S to AWM in the fourth quarter 2012. The combined division has sizable franchises in both retail and institutional asset and wealth management, allowing both clients and Deutsche Bank Group to benefit from its scale. In addition, non-core assets and businesses were re-assigned from AWM to the NCOU in the fourth quarter 2012. AWM now consists of two major pillars: Investment Platform and Coverage/Advisory. Private & Business Clients (PBC) operates under a single business model across Europe and selected Asian markets. PBC serves retail and affluent clients as well as small and medium sized business customers. The PBC Corporate Division is organized into the following business units: — Advisory Banking Germany, which comprises all of PBC's activities in Germany excluding Postbank. — Advisory Banking International, which covers PBC's European activities outside Germany and PBC's activities in Asia including our stake in and partnership with Xxx Xxx Bank. — Consumer Banking Germany, which mainly comprises the contribution of Postbank Group to the consolidated results of Deutsche Bank. Non-Core Operations Unit (NCOU) was established in November 2012. The NCOU operates as a separate corporate division alongside Deutsche Bank's core businesses. In addition to managing its global principal investments and holding certain other non-core assets to maturity, targeted de-risking activities within the NCOU will help the Bank reduce risks that are not related to its planned future strategy, thereby reducing capital demand. In carrying out these targeted de-risking activities, the NCOU will prioritize for exit those positions with less favourable capital and risk return profiles to enable the Bank to strengthen its Core Tier 1 capital ratio under Basel 3. | ||
B.16 | Controlling persons. | Not applicable; the Issuer is not directly or indirectly owned or controlled. |
B.17 | Credit ratings assigned to the issuer or its debt securities. | Deutsche Bank is rated by Standard & Poor's Credit Market Services France S.A.S. ("S&P"), by Moody's Investors Service Ltd., London, United Kingdom ("Moody's") and by Fitch Italia S.p.A. ("Fitch", together with S&P and Moody's, the "Rating Agencies"). Each of the Rating Agencies has its registered office in the European Community and is registered under Art. 14 (1) in connection with Art. 2 (1) of Regulation (EC) No 1060/2009 of |
the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended. At the date of this Prospectus, the following ratings were assigned to Deutsche Bank: Rating Agency Long-term Short-term Outlook Standard & Poor's A A-1 Stable (S&P) Moody's A2 P-1 Negative Fitch A+ F1+ Stable | ||
Element | Section C – Securities | |
C.1 | Type and the class of the securities, including any security identification number. | Type of Securities The Securities are Certificates. For a further description see Element C.15. Security identification number(s) of Securities ISIN: DE000DT1NSX8 WKN: DT1NSX Common Code: 098516565 |
C.2 | Currency of the securities issue. | Euro (EUR) |
C.5 | Restrictions on the free transferability of the securities. | Each Security is transferable in accordance with applicable law and any rules and procedures for the time being of any Clearing Agent through whose books such Security is transferred. |
C.8 | Rights attached to the securities, including ranking and limitations to those rights | Governing law of the Securities The Securities will be governed by, and construed in accordance with, English law. The constituting of the Securities may be governed by the laws of the jurisdiction of the Clearing Agent. Rights attached to the Securities The Securities provide holders of the Securities, on redemption or upon exercise, with a claim for payment of a cash amount and/or delivery of a physical delivery amount. Status of the Securities The Securities will constitute direct, unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer except for any obligations preferred by law. |
C.9 | The nominal interest rate, the date from which interest becomes payable and the due dates for interest, where the rate is not fixed, description of the underlying on which it is based, maturity date and arrangements for | Not Applicable; the Securities do not entitle the investor to receive 100 per cent. of the Issue Price. |
the amortization of the loan, including the repayment procedures, an indication of yield, name of representative of debt security holders | |||||
C.10 | Derivative component in the interest payment. | Not Applicable; the Securities do not entitle Nominal Amount. | the investor to receive 100 per cent. | of the | |
C.11 | Application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in questions. | Application has been made to list the Securities on the regulated market of the Italian Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. | |||
C.15 | A description of how the value of the investment is affected by the value of the underlying instrument(s), unless the securities have a denomination of at least EUR 100.000. | The Index Certificate enables investors to participate in the performance of the Underlying, if applicable taking a Management Fee into account, if specified in the applicable Final Terms. With this certificate, the Issuer will pay a Cash Amount at maturity, the amount of which depends on the level of the index at maturity. The Cash Amount is equal to the Final Reference Level multiplied by the Multiplier. The Multiplier is adjusted downwards on each quarterly Multiplier Adjustment Date to take into account the Management Fee. | |||
Final Reference Level | The Reference Level of the Underlying on the Valuation Date | ||||
Reference Level | Official closing level of the Underlying | ||||
Management Fee | 0.25 per cent. per quarter | ||||
Multiplier | For the first Multiplier Adjustment Date, one minus the Management Fee. For each subsequent Multiplier Adjustment Date, the product of (i)the Multiplier on the immediately preceding Multiplier Adjustment Date; and (ii) one minus the Management Fee | ||||
Multiplier Adjustment Date | The sixth trading day for the Underlying prior to 9 March, 9 June, 9 September and 9 December in each calendar year from, and including 9 March 2014 to, and including, 9 December 2018 | ||||
C.16 | The expiration or maturity date of the derivative securities – the exercise date or final reference date. | Settlement Date: The third Business Day following the Valuation Date Exercise Date: The Valuation Date Valuation Date: 28 January 2019 (subject to adjustment) | |||
C.17 | Settlement procedure of the derivative | Any cash amounts payable by the Issuer shall be transferred to the relevant Clearing Agent for distribution to the Securityholders. | |||
securities. | The Issuer will be discharged of its payment obligations by payment and/or delivery to, or to the order of, the relevant Clearing Agent or Physical Delivery Clearing System in respect of the amount so paid or delivered. | |
C.18 | A description of how the return on derivative securities takes place. | Payment of the Cash Amount to each relevant Securityholder on the Settlement Date. |
C.19 | The exercise price or the final reference price of the underlying. | The Final Reference Level. |
C.20 | Type of the underlying and where the information on the underlying can be found. | Type: Index. Name: Euro Bund Future Short Index Faktor 7 ISIN: DE000SLA0EC1 Information on the historical and ongoing performance of the Underlying and its volatility can be obtained on Reuters page as provided for each security or item composing the Underlying. |
Element | Section D – Risks | |
D.2 | Key information on the key risks that are specific and individual to the issuer. | Investors will be exposed to the risk of Deutsche Bank as the Issuer becoming insolvent and thus overindebted or unable to pay debts, i.e. a temporary or permanent inability to meet interest and/or principal payments on time. Deutsche Bank's credit rating reflects the assessment of these risks. Factors that may have a negative impact on Deutsche Bank's profitability are described in the following: • Deutsche Bank has been and may continue to be affected by the ongoing European sovereign debt crisis, and it may be required to take impairments on the Bank's exposures to the sovereign debt of Greece and other countries. The credit default swaps Deutsche Bank has entered into to manage sovereign credit risk may not be available to offset these losses. • Regulatory and political actions by European governments in response to the sovereign debt crisis may not be sufficient to prevent the crisis from spreading or to prevent departure of one or more member countries from the common currency. The departure of any one or more countries from the euro could have unpredictable consequences on the financial system and the greater economy, potentially leading to declines in business levels, write- downs of assets and losses across Deutsche Bank's businesses. Deutsche Bank's ability to protect itself against these risks are limited. • The Bank's results are dependent on the macroeconomic environment and the Bank has been and may continue to be affected by the macroeconomic effects of the ongoing European sovereign debt crisis, including renewed concerns about the risk of a return to recession within the eurozone, as well as by lingering effects of the recent global financial crisis of 2007-2008. • Deutsche Bank requires capital to support its business activities and meet regulatory requirements. Regulatory capital and liquidity requirements are being increased significantly. Surcharges for systemically important banks like Deutsche Bank are being imposed and definitions of capital are being tightened. In addition, any losses resulting from current market conditions or otherwise could diminish the Bank's capital, make it more difficult for Deutsche Bank to raise additional capital or increase the cost to the Bank of new capital. Any perception in the market that Deutsche Bank may be unable to meet its capital requirements with an adequate buffer could have the effect of intensifying the effect of these factors on Deutsche Bank. • Deutsche Bank has a continuous demand for liquidity to fund its business activities, and may be limited in its ability to access the capital markets for liquidity and to fund assets in the current market environment. In addition, the Bank may suffer may suffer during periods of market-wide of firm specific liquidity constraints and is exposed to the risk that liquidity is not made available to it even if the Bank's underlying business remains strong. • Protracted market declines have reduced and may in the future reduce available liquidity in the markets, making it harder to sell assets and possibly leading to material losses. • Market declines and volatility on the markets can materially and adversely affect Deutsche Bank's revenues and profits. |
• Deutsche Bank has incurred and may in the future continue to incur significant losses from its trading and investment activities due to market fluctuations. • Deutsche Bank has incurred losses, and may incur further losses, as a result of changes in the fair value of its financial instruments. • Adverse economic conditions have caused and may in the future cause Deutsche Bank to incur higher credit losses. • Even where losses are for Deutsche Bank's clients' accounts, they may fail to repay Deutsche Bank, leading to decreased volumes of client business and material losses for Deutsche Bank, and its reputation can be harmed. • Deutsche Bank investment banking revenues may decline as a result of adverse market or economic conditions. • Deutsche Bank may generate lower revenues from brokerage and other commission- and fee-based businesses. • The Bank's risk management policies, procedures and methods leave Deutsche Bank exposed to unidentified or unanticipated risks, which could lead to material losses. • Deutsche Bank's non-traditional credit businesses materially add to its traditional banking credit risks. • Deutsche Bank operates in an increasingly regulated and litigious environment, potentially exposing it to liability claims and other costs, the amounts of which may be difficult to estimate. • Regulatory reforms enacted and proposed in response to the global financial crisis and the European sovereign debt crisis (in addition to increased capital requirements) may significantly affect Deutsche Bank's business model and the competitive environment. • Deutsche Bank has been subject to contractual claims and litigation in respect of its U.S. residential mortgage loan business that may materially and adversely affect the Bank's results or reputation. • Operational risks may disrupt Deutsche Bank's business. • The size of Deutsche Bank's clearing operations exposes it to a heightened risk of material losses should these operations fail to function properly. • If Deutsche Bank is unable to implement its strategic initiatives, the Bank may be unable to achieve its financial objectives, or incur losses or low profitability, and the Bank's share price may be materially and adversely affected. • Deutsche Bank may have difficulty in identifying and executing acquisitions, and both making acquisitions and avoiding them could materially harm Deutsche Bank's results of operations and its share price. • The effects of the takeover of Deutsche Postbank AG may differ materially from Deutsche Bank's expectations. • Events at companies in which Deutsche Bank has invested may make it harder to sell the Bank's holdings and result in material losses irrespective of market developments. • Intense competition, in Deutsche Bank's home market of Germany as well as in international markets, could materially adversely impact its revenues and profitability. • Transactions with counterparties in countries designated by the U.S. State Department as state sponsors of terrorism may lead potential customers and investors to avoid doing business with Deutsche Bank or investing in its securities. | ||
D.3 | Key information on the risks that are specific and individual to the securities. | Securities are linked to the Underlying Amounts payable or assets deliverable periodically or on exercise or redemption of the Securities, as the case may be, are linked to the Underlying which may comprise one or more Reference Items. The purchase of, or investment in, Securities linked to the Underlying involves substantial risks. The Securities are not conventional securities and carry various unique investment risks which prospective investors should understand clearly before investing in the Securities. Each prospective investor in the Securities should be familiar with securities having characteristics similar to the Securities and should fully review all documentation for and understand the Terms and Conditions of the Securities and the nature and extent of its exposure to risk of loss. Potential investors should ensure that they understand the relevant formula in accordance with which the amounts payable and/or assets deliverable are calculated, and if necessary seek advice from their own adviser(s). |
Risks associated with the Underlying Because of the Underlying's influence on the entitlement from the Security, as with a direct investment in the Underlying, investors are exposed to risks both during the term and also at maturity, which are also generally associated with an investment in the respective fund share and indices in general. Early Termination The Terms and Conditions of the Securities include a provision pursuant to which, either at the option of the Issuer or otherwise where certain conditions are satisfied, the Issuer is entitled to redeem or cancel the Securities early. As a result, the Securities may have a lower market value than similar securities which do not contain any such Issuer's right for redemption or cancellation. During any period where the Securities may be redeemed or cancelled in this way the market value of the Securities generally will not rise substantially above the price at which they may be redeemed or cancelled. The same applies where the Terms and Conditions of the Securities include a provision for an automatic redemption or cancellation of the Securities (e.g. "knock-out" or "auto call" provision). Risks at maturity If the Underlying falls in value, the Index Certificate involves a risk of loss depending on the value, price or level of the Underlying at maturity; in the worst-case scenario, this may result in the total loss of the capital invested. This will occur if the Final Reference Level on the Valuation Date is zero. | ||
D.6 | Risk warning to the effect that investors may lose the value of their entire investment or part of it | Please see Element D.3. Where no minimum amount(s) of cash or assets to be payable or deliverable is specified, investors may experience a total or partial loss of their investment in the Security. |
Element | Section E – Offer | |
E.2b | Reasons for the offer, use of proceeds, estimated net proceeds | Not applicable. |
E.3 | Terms and conditions of the offer. | Not applicable. |
E.4 | Interest that is material to the issue/offer including confliction interests. | Not applicable. |
E.7 | Estimated expenses charged to the investor by the issuer or offeror. | Not applicable. |
Final Terms dated 28 January 2014 for the Base Prospectus dated 19 December 2013
DEUTSCHE BANK AG
Issue of up to 500,000 Index Certificates relating to the Euro BTP Future Long Index Faktor 7
(the "Securities")
under its Programme for the issuance of Certificates, Warrants and Notes
Issue Price: An amount EUR per Certificate equal to the Initial Reference Level
WKN/ISIN: DT1NSY / DE000DT1NSY6
This document constitutes the Final Terms of the Securities described herein and comprises the following parts:
Terms and Conditions (Product Terms)
Further Information about the Offering of the Securities Issue-Specific Summary
These Final Terms have been prepared for the purpose of Article 5(4) of the Prospectus Directive and must be read in conjunction with the Base Prospectus dated 19 December 2013 (including the documents incorporated into the Base Prospectus by reference) (the "Base Prospectus"). Terms not otherwise defined herein shall have the meaning given in the General Conditions set out in the Base Prospectus. Full information on the Issuer and the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the individual issue is annexed to the Final Terms.
The Base Prospectus, any supplement to the Base Prospectus and the Final Terms, together with any translations thereof, or of the Summary as completed and put in concrete terms by the relevant Final Terms, will be available on the Issuer's website (xxx.x-xxxxxxx.xx.xxx) and/or (xxx.xxxxxxxxxx-xxxxxxxx.xx.xxx) and/or on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx), as well as, (i) in the case of admission to trading of the Securities to the Italian Stock Exchange, on the website of Borsa Italiana (xxx.xxxxxxxxxxxxx.xx), (ii) in the case of admission to trading of the Securities to the Euronext Lisbon regulated market or a public offering of Securities in Portugal, on the website of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) (xxx.xxxx.xx) and (iii) in the case of admission to trading of the Securities on any of the Spanish Stock Exchanges or AIAF, on the website of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) (xxx.xxxx.xx).
In addition, the Base Prospectus shall be available in physical form and free of charge at the registered office of the Issuer, Deutsche Bank AG, CIB, GME X-markets, Grosse Xxxxxxxxxxxxx 00-00, 00000 Xxxxxxxxx xx Xxxx, its London branch at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, its Xxxxx Xxxxxx at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxxx, Xxxxx, its Portuguese Branch at Xxx Xxxxxxxx, 00, 0000-000 Xxxxxx, Xxxxxxxx and its Spanish Branch at Xxxxx Xx Xx Xxxxxxxxxx, 00, 00000 Xxxxxx, Xxxxx, as well as its Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 0, XX 3604, XX- 0000 Xxxxxx, Xxxxxxxxxxx (where it can also be ordered by telephone x00 00 000 0000 or fax +41 44
000 0000).
Terms and Conditions
The following "Product Terms" of the Securities shall, for the relevant series of Securities, complete and put in concrete terms the General Conditions for the purposes of such series of Securities. The Product Terms and General Conditions together constitute the "Terms and Conditions" of the relevant Securities.
General Definitions applicable to the Securities
Security Type Certificate
ISIN DE000DT1NSY6
WKN DT1NSY
Common Code 098516573
Issuer Deutsche Bank AG, Frankfurt am Main
Number of the Securities
Up to 500,000
Issue Price An amount EUR per Certificate equal to the Initial Reference Level Issue Date 28 January 2014
Nominal Amount
An amount EUR equal to the Reference Level of the Underlying on the Issue Date
Underlying Type: Index
Name: Euro BTP Future Long Index Faktor 7 Index Sponsor: Solactive AG
Reuters RIC: . BTPL07IDX
Reference Source: as defined in §5 (5) (i) of the General Conditions Multi-Exchange Index: not applicable
Related Exchange: as defined in §5 (5) (j) of the General Conditions Reference Currency: EUR
Currency Exchange: Currency Exchange is not applicable ISIN: DE000SLA0EA5
Settlement Cash Settlement
Multiplier (a) In relation to the first Multiplier Adjustment Date, 100 per cent. – 0.25 per cent.
(b) In relation to each subsequent Multiplier Adjustment Date, the product of:
(i) the Multiplier on the immediately preceding Multiplier Adjustment Date; and
(ii) 100 per cent. – 0.25 per cent.
Multiplier Adjustment Dates
The sixth Trading Day for the Index prior to 9 March, 9 June, 9 September and 9 December in each calendar year from, and including 9 March 2014 to, and including, 9 December 2018.
Initial Reference Level
The Reference Level on the Initial Valuation Date.
Final Reference Level
The Reference Level on the Valuation Date.
Reference Level In respect of any day, an amount (which shall be deemed to be a monetary value in the Settlement Currency) equal to the Relevant Reference Level Value on such day quoted by or published on the Reference Source as specified in the specification of the Underlying.
Relevant Reference Level Value
The closing level of the Underlying on the Reference Source.
Initial Valuation Date
28 January 2014
Valuation Date 28 January 2019
Settlement Date The third Business Day following the Valuation Date.
General Definitions Applicable to Certificates
Cash Amount In respect of each Minimum Exercise Amount, Final Reference Level × Multiplier
Specific Definitions Applicable to Certificates
Product No. C1: Capital Protection Certificate
Not Applicable
Product No. C2: Capital Protection Certificate with Maximum Amount
Not Applicable
Product No. C3: Capital Protection Certificate with Participation in Average Performance and without Maximum Amount
Not Applicable
Product No. C4: Certificate
Not Applicable
Product No. C5: Certificate 100%
Product No. C6: Perpetual Certificate
Not Applicable
Product No. C7: Index Certificate
None
Product No. C8: Performance Certificate
Not Applicable
Product No. C9: Discount Certificate (Physical Delivery)
Not Applicable
Product No. C10: Discount Certificate (Cash Settlement)
Not Applicable
Product No. C11: Bonus Certificate
Not Applicable
Product No. C12: Bonus Certificate with Cap
Not Applicable
Product No. C13: BonusPro Certificate
Not Applicable
Product No. C14: BonusPro Certificate with Cap
Not Applicable
Product No. C15: Easy Bonus Certificate
Not Applicable
Product No. C16: Easy Bonus Certificate with Cap
Not Applicable
Product No. C17: Reverse Bonus Certificate
Not Applicable
Product No. C18: Reverse Bonus Certificate with Cap
Not Applicable
Product No. C19: Flex Bonus Certificate
Not Applicable
Product No. C20: Express Certificate with European Barrier Observation
Not Applicable
Product No. C21: Express Certificate with American Barrier Observation
Not Applicable
Product No. C22: PerformancePlus Certificate
Not Applicable
Product No. C23: Reverse Express Certificate
Product No. C24: Currency Express Certificate
Not Applicable
Product No. C25: Express Autocallable Certificate
Not Applicable
Product No. C26: Worst of Express Autocallable Certificate
Not Applicable
Product No. C27: Outperformance Certificate
Not Applicable
Product No. C28: Reverse Outperformance Certificate
Not Applicable
Product No. C29: Fixed Rate of Interest Certificate with European Barrier Observation
Not Applicable
Product No. C30: Fixed Rate of Interest Certificate with American Barrier Observation
Not Applicable
Product No. C31: Inflation-Linked Fixed Rate of Interest Certificate
Not Applicable
Product No. C32: Currency Fixed Rate of Interest Certificate
Not Applicable
Product No. C33: Coupon Certificate with European Barrier Observation
Not Applicable
Product No. C34: Coupon Certificate with American Barrier Observation
Not Applicable
Product No. C35: Currency Certificate with Fixed Coupon
Not Applicable
Product No. C36: Extra Coupon Certificate (Cash Settlement)
Not Applicable
Product No. C37: Extra Coupon Certificate (Physical Delivery)
Not Applicable
Product No. C38: Reverse Participation Corridor Certificate
Not Applicable
Product No. C39: Sprinter Certificate
Not Applicable
Product No. C40: OneStep Certificate
Product No. C41: Certificate with Redemption Threshold and Barrier without Possibility of Early Redemption
Not Applicable
Product No. C42: Parachute Certificate
Not Applicable
Product No. C43: Equity Protection Certificate
Not Applicable
Product No. C44: Twin Win Certificate with European Barrier Observation
Not Applicable
Product No. C45: Twin Win Certificate with European Barrier Observation with Cap
Not Applicable
Product No. C46: Twin Win Certificate with American Barrier Observation
Not Applicable
Product No. C47: Twin Win Certificate with American Barrier Observation with Cap
Not Applicable
Product No. C48: Autocallable Twin Win Certificate with European Barrier Observation
Not Applicable
Product No. C49: Autocallable Twin Win Certificate with American Barrier Observation
Not Applicable
Product No. C50: Bonus Worst Of Certificates with European Barrier Observation
Not Applicable
Product No. C51: Bonus Worst Of Certificates with American Barrier Observation
Not Applicable
Product No. C52: Autocallable Certificate (with instalment redemption)
Not Applicable
Product No. C53: Autocallable Outperformance Certificate
Not Applicable
Product No. C54: Range Certificate
Product No. C55: Autocallable Bonus Certificate
Not Applicable
Product No. C56: Delta One Certificate
Not Applicable
Product No. C57: Dual Fixed Rate Certificate (with instalment redemption)
Not Applicable
General Definitions Applicable to Warrants
Not Applicable
General Definitions Applicable to Notes
Not Applicable
Further Definitions Applicable to the Securities
Type of Exercise European Style
Exercise Date Valuation Date
Minimum Exercise Amount One Security, being the minimum number of Securities which can be traded in accordance with the Listing Rules of the market managed and organised by Borsa Italiana S.p.A.
Automatic Exercise Automatic Exercise is applicable. Settlement Currency EUR
Business Day Locations Frankfurt am Main and Milan Payment Day Locations Frankfurt am Main and Milan
Correction Period Three Business Days prior to the due date for any payment or delivery under the Securities, the amount of which is determined in whole or in part by reference to such value or price of the Reference Item
Ultimate Trading Day For the purpose of determining the Final Reference Level, as defined in
§5(5)(p) of the General Conditions
Form of Securities Italian Securities
Clearing Agent Monte Titoli S.p.A., Xxxxxx xxxxx Xxxxxx, 0. X-00000 Xxxxx, Xxxxx Governing Law English law
Further Information about the Offering of the Securities
LISTING AND TRADING
Listing and Trading Application has been made to list the Securities on the Italian Stock Exchange.
Minimum Trade Size One Security
Estimate of total expenses related to admission to trading
EUR 3,000
FEES
Fees paid by the Issuer to the distributor Not applicable
Fees charged by the Issuer to the
Securityholders post issuance
Not applicable
SECURITY RATINGS
Rating The Securities have not been rated.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Interests of Natural and Legal Persons involved in the Issue
Save for the Distributors regarding the fees as set out under "Fees" above, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
Reasons for offer The net proceeds from this issue of Securities will be applied by the Issuer for its general corporate purposes. A substantial portion of the proceeds from the issue of certain Securities may be used to hedge market risk with respect to such Securities.
PUBLICATION OF NOTICES
Publication of notices Save as provided above, notices will be published in accordance with §16(1).
- 8 -
INFORMATION RELATING TO THE UNDERLYING
Information on the Underlying, on the performance and the volatility of the Underlying (including historical data) can be obtained on the Reuters page as provided for the index composing the Underlying under "Underlying" in the Product Terms above.
The sponsor of the index composing the Underlying also maintains an Internet Site at the following address where further information (including a description of the essential characteristics of the index, comprising, as applicable, the type of index, the method and formulas of calculation, a description of the individual selection process of the index components and the adjustment rules) may be available in respect of the Underlying.
Index Sponsor: Solactive AG
Internet Site of Index Sponsor: xxx.xxxxxxxxxx-xxxxxxxxx.xx
Index Disclaimer
The Securities are not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trade mark or the Index price at any time or in any other respect. The Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Index is calculated correctly. Irrespective of its obligations towards the Issuer, Solactive AG has no obligation to point out errors in the Index to third parties including but not limited to investors and/or financial intermediaries of the Securities. Neither publication of the Index by Solactive AG nor the licensing of the Index or Index trade mark for the purpose of use in connection with the Securities constitutes a recommendation by Solactive AG to invest capital in the Securities nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in the Securities.
Further Information Published by the Issuer
The Issuer does not intend to provide any further information on the Underlying.
COUNTRY SPECIFIC INFORMATION:
ITALY
Agent in Italy In Italy, the Agent shall be Deutsche Bank S.p.A. The Agent shall act through its principal office in Milan being as at the Issue Date at the following address: Xxxxxx xxx Xxxxxxxxxx, 0 – 20126.
Annex to the Final Terms
Issue-Specific Summary
Summaries are made up of 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'.
Element | Section A – Introduction and warnings | |
A.1 | Warning | Warning that: the Summary should be read as an introduction to the Prospectus; any decision to invest in the Securities should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus, before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such the Securities. |
A.2 | Consent to use of the Prospectus | The subsequent resale or final placement of Securities by financial intermediaries can be made as long as this Prospectus is valid in accordance with Article 9 of the Prospectus Directive. Such consent is not subject to and given under any condition. In case of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. |
Element | Section B – Issuer | |
B.1 | Legal and commercial name of the issuer. | The legal and commercial name of the Issuer is Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or "Bank"). |
B.2 | Domicile, legal form, legislation and country of incorporation of the issuer. | Deutsche Bank is a stock corporation (Aktiengesellschaft) incorporated and operating under German law. The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Xxxxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (telephone +49-69- 910-00). |
B.4b | Trends | Not applicable; there are no known trends affecting the Issuer or the industries in which it operates. |
B.5 | Description of the Group and the issuer's position within the Group | Deutsche Bank is the parent company of a group consisting of banks, capital market companies, fund management companies, a property finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies (the "Deutsche Bank Group"). |
B.9 | Profit forecast or estimate. | Not applicable; no profit forecast or estimate is made. |
B.10 | Qualifications in the audit report on the historical financial information. | Not applicable; there are no qualifications in the audit report on the historical financial information. |
B.12 | Selected historical financial information. | key | 31 December 2011 (IFRS, audited) | 31 December 2012 (IRFS, audited) | 30 September 2012 (IFRS, unaudited) | 30 September 2013 (IFRS, unaudited) | |||
Share capital (in Euro) | 2,379,519,078.40 | 2,379,519,078.40 | 2,379,519,078.40 | 2,609,919,078.40 | |||||
Number | |||||||||
of ordinary | 929,499,640 | 929,499,640 | 929,499,640 | 1,019,499,640 | |||||
shares | |||||||||
Total | |||||||||
assets (in million | 2,164,103 | 2,022,275 | 2,193,737 | 1,787,971 | |||||
Euro) | |||||||||
Total | |||||||||
liabilities (in | 2,109,443 | 1,968,035 | 2,136,666 | 1,731,206 | |||||
million | |||||||||
Euro) | |||||||||
Total | |||||||||
equity (in | 54,660 | 54,240 | 57,071 | 56,765 | |||||
million | |||||||||
Euro) | |||||||||
Core | |||||||||
Tier 1 capital | 9.5% | 11.4% | 10.7% | 13.0% | |||||
ratio | |||||||||
Tier 1 | |||||||||
capital ratio | 12.9% | 15.1% | 14.2% | 17.0% | |||||
A statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change. | There has been no material adverse change in the prospects of Deutsche Bank since 31 December 2012. | ||||||||
A description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information. | There has been no significant change in the financial position of Deutsche Bank Group since 30 September 2013. | ||||||||
B.13 | Recent events. | Not applicable; there are no recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer's solvency. | |||||||
B.14 | Dependence upon other entities within the group. | Please see Element B.5. Not applicable; the Issuer is not dependent upon other entities. | |||||||
B.15 | Issuer's principal activities. | Following a comprehensive strategic review, Deutsche Bank realigned its organizational structure in the fourth quarter 2012. The Bank reaffirmed its commitment to the universal banking model and to its four existing corporate divisions. Deutsche Bank strengthened this emphasis with an integrated Asset & Wealth Management Corporate Division that includes former Corporate Banking & Securities businesses such as exchange-traded funds (ETFs). Furthermore, the Bank created a Non-Core Operations Unit. This unit includes the former Group Division Corporate Investments (CI) as well as non-core operations which were re- assigned from other corporate divisions. As of 31 December 2012 the Bank was organized into the following five corporate divisions: — Corporate Banking & Securities (CB&S) | |||||||
— Global Transaction Banking (GTB) — Asset & Wealth Management (AWM) — Private & Business Clients (PBC) — Non-Core Operations Unit (NCOU) Corporate Banking & Securities (CB&S) is made up of the business divisions Corporate Finance and Markets. These businesses offer financial products worldwide including the underwriting of stocks and bonds, trading services for investors and the tailoring of solutions for companies' financial requirements. Effective in November 2012, following a comprehensive strategic review of the Group's organizational structure, CB&S was realigned as part of the Group's new banking model. This realignment covered three main aspects: the transfer of non-core assets (namely correlation and capital intensive securitization positions, monoline positions, and IAS 39 reclassified assets) to the NCOU; the transfer of passive and third-party alternatives businesses, such as ETF's, into the newly integrated AWM Corporate Division; and a refinement of coverage costs between CB&S and GTB. Global Transaction Banking (GTB) delivers commercial banking products and services to corporate clients and financial institutions, including domestic and cross-border payments, financing for international trade, as well as the provision of trust, agency, depositary, custody and related services. GTB's business divisions consist of Trade Finance and Cash Management Corporates as well as Trust & Securities Services and Cash Management Financial Institutions. Asset and Wealth Management (AWM) is one of the world's leading investment organizations. AWM helps individuals and institutions worldwide to protect and grow their wealth, offering traditional and alternative investments across all major asset classes. AWM also provides customized wealth management solutions and private banking services to high- net-worth and ultra-high-networth individuals and family offices. AWM comprises former Private Wealth Management (PWM) and Asset Management (AM) businesses as well as passive and third party alternatives businesses that were re-assigned from CB&S to AWM in the fourth quarter 2012. The combined division has sizable franchises in both retail and institutional asset and wealth management, allowing both clients and Deutsche Bank Group to benefit from its scale. In addition, non-core assets and businesses were re-assigned from AWM to the NCOU in the fourth quarter 2012. AWM now consists of two major pillars: Investment Platform and Coverage/Advisory. Private & Business Clients (PBC) operates under a single business model across Europe and selected Asian markets. PBC serves retail and affluent clients as well as small and medium sized business customers. The PBC Corporate Division is organized into the following business units: — Advisory Banking Germany, which comprises all of PBC's activities in Germany excluding Postbank. — Advisory Banking International, which covers PBC's European activities outside Germany and PBC's activities in Asia including our stake in and partnership with Xxx Xxx Bank. — Consumer Banking Germany, which mainly comprises the contribution of Postbank Group to the consolidated results of Deutsche Bank. Non-Core Operations Unit (NCOU) was established in November 2012. The NCOU operates as a separate corporate division alongside Deutsche Bank's core businesses. In addition to managing its global principal investments and holding certain other non-core assets to maturity, targeted de-risking activities within the NCOU will help the Bank reduce risks that are not related to its planned future strategy, thereby reducing capital demand. In carrying out these targeted de-risking activities, the NCOU will prioritize for exit those positions with less favourable capital and risk return profiles to enable the Bank to strengthen its Core Tier 1 capital ratio under Basel 3. | ||
B.16 | Controlling persons. | Not applicable; the Issuer is not directly or indirectly owned or controlled. |
B.17 | Credit ratings assigned to the issuer or its debt securities. | Deutsche Bank is rated by Standard & Poor's Credit Market Services France S.A.S. ("S&P"), by Moody's Investors Service Ltd., London, United Kingdom ("Moody's") and by Fitch Italia S.p.A. ("Fitch", together with S&P and Moody's, the "Rating Agencies"). Each of the Rating Agencies has its registered office in the European Community and is registered under Art. 14 (1) in connection with Art. 2 (1) of Regulation (EC) No 1060/2009 of |
the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended. At the date of this Prospectus, the following ratings were assigned to Deutsche Bank: Rating Agency Long-term Short-term Outlook Standard & Poor's A A-1 Stable (S&P) Moody's A2 P-1 Negative Fitch A+ F1+ Stable | ||
Element | Section C – Securities | |
C.1 | Type and the class of the securities, including any security identification number. | Type of Securities The Securities are Certificates. For a further description see Element C.15. Security identification number(s) of Securities ISIN: DE000DT1NSY6 WKN: DT1NSY Common Code: 098516573 |
C.2 | Currency of the securities issue. | Euro (EUR) |
C.5 | Restrictions on the free transferability of the securities. | Each Security is transferable in accordance with applicable law and any rules and procedures for the time being of any Clearing Agent through whose books such Security is transferred. |
C.8 | Rights attached to the securities, including ranking and limitations to those rights | Governing law of the Securities The Securities will be governed by, and construed in accordance with, English law. The constituting of the Securities may be governed by the laws of the jurisdiction of the Clearing Agent. Rights attached to the Securities The Securities provide holders of the Securities, on redemption or upon exercise, with a claim for payment of a cash amount and/or delivery of a physical delivery amount. Status of the Securities The Securities will constitute direct, unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer except for any obligations preferred by law. |
C.9 | The nominal interest rate, the date from which interest becomes payable and the due dates for interest, where the rate is not fixed, description of the underlying on which it is based, maturity date and arrangements for | Not Applicable; the Securities do not entitle the investor to receive 100 per cent. of the Issue Price. |
the amortization of the loan, including the repayment procedures, an indication of yield, name of representative of debt security holders | |||||
C.10 | Derivative component in the interest payment. | Not Applicable; the Securities do not entitle Nominal Amount. | the investor to receive 100 per cent. | of the | |
C.11 | Application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in questions. | Application has been made to list the Securities on the regulated market of the Italian Stock Exchange, which is a regulated market for the purposes of Directive 2004/39/EC. | |||
C.15 | A description of how the value of the investment is affected by the value of the underlying instrument(s), unless the securities have a denomination of at least EUR 100.000. | The Index Certificate enables investors to participate in the performance of the Underlying, if applicable taking a Management Fee into account, if specified in the applicable Final Terms. With this certificate, the Issuer will pay a Cash Amount at maturity, the amount of which depends on the level of the index at maturity. The Cash Amount is equal to the Final Reference Level multiplied by the Multiplier. The Multiplier is adjusted downwards on each quarterly Multiplier Adjustment Date to take into account the Management Fee. | |||
Final Reference Level | The Reference Level of the Underlying on the Valuation Date | ||||
Reference Level | Official closing level of the Underlying | ||||
Management Fee | 0. 25 per cent. per quarter | ||||
Multiplier | For the first Multiplier Adjustment Date, one minus the Management Fee. For each subsequent Multiplier Adjustment Date, the product of (i)the Multiplier on the immediately preceding Multiplier Adjustment Date; and (ii) one minus the Management Fee | ||||
Multiplier Adjustment Date | The sixth trading day for the Underlying prior to 9 March, 9 June, 9 September and 9 December in each calendar year from, and including 9 March 2014 to, and including, 9 December 2018 | ||||
C.16 | The expiration or maturity date of the derivative securities – the exercise date or final reference date. | Settlement Date: The third Business Day following the Valuation Date Exercise Date: The Valuation Date Valuation Date: 28 January 2019 (subject to adjustment) | |||
C.17 | Settlement procedure of the derivative | Any cash amounts payable by the Issuer shall be transferred to the relevant Clearing Agent for distribution to the Securityholders. | |||
securities. | The Issuer will be discharged of its payment obligations by payment and/or delivery to, or to the order of, the relevant Clearing Agent or Physical Delivery Clearing System in respect of the amount so paid or delivered. | |
C.18 | A description of how the return on derivative securities takes place. | Payment of the Cash Amount to each relevant Securityholder on the Settlement Date. |
C.19 | The exercise price or the final reference price of the underlying. | The Final Reference Level. |
C.20 | Type of the underlying and where the information on the underlying can be found. | Type: Index. Name: Euro BTP Future Long Index Faktor 7 ISIN: DE000SLA0EA5 Information on the historical and ongoing performance of the Underlying and its volatility can be obtained on Reuters page as provided for each security or item composing the Underlying. |
Element | Section D – Risks | |
D.2 | Key information on the key risks that are specific and individual to the issuer. | Investors will be exposed to the risk of Deutsche Bank as the Issuer becoming insolvent and thus overindebted or unable to pay debts, i.e. a temporary or permanent inability to meet interest and/or principal payments on time. Deutsche Bank's credit rating reflects the assessment of these risks. Factors that may have a negative impact on Deutsche Bank's profitability are described in the following: • Deutsche Bank has been and may continue to be affected by the ongoing European sovereign debt crisis, and it may be required to take impairments on the Bank's exposures to the sovereign debt of Greece and other countries. The credit default swaps Deutsche Bank has entered into to manage sovereign credit risk may not be available to offset these losses. • Regulatory and political actions by European governments in response to the sovereign debt crisis may not be sufficient to prevent the crisis from spreading or to prevent departure of one or more member countries from the common currency. The departure of any one or more countries from the euro could have unpredictable consequences on the financial system and the greater economy, potentially leading to declines in business levels, write- downs of assets and losses across Deutsche Bank's businesses. Deutsche Bank's ability to protect itself against these risks are limited. • The Bank's results are dependent on the macroeconomic environment and the Bank has been and may continue to be affected by the macroeconomic effects of the ongoing European sovereign debt crisis, including renewed concerns about the risk of a return to recession within the eurozone, as well as by lingering effects of the recent global financial crisis of 2007-2008. • Deutsche Bank requires capital to support its business activities and meet regulatory requirements. Regulatory capital and liquidity requirements are being increased significantly. Surcharges for systemically important banks like Deutsche Bank are being imposed and definitions of capital are being tightened. In addition, any losses resulting from current market conditions or otherwise could diminish the Bank's capital, make it more difficult for Deutsche Bank to raise additional capital or increase the cost to the Bank of new capital. Any perception in the market that Deutsche Bank may be unable to meet its capital requirements with an adequate buffer could have the effect of intensifying the effect of these factors on Deutsche Bank. • Deutsche Bank has a continuous demand for liquidity to fund its business activities, and may be limited in its ability to access the capital markets for liquidity and to fund assets in the current market environment. In addition, the Bank may suffer may suffer during periods of market-wide of firm specific liquidity constraints and is exposed to the risk that liquidity is not made available to it even if the Bank's underlying business remains strong. • Protracted market declines have reduced and may in the future reduce available liquidity in the markets, making it harder to sell assets and possibly leading to material losses. • Market declines and volatility on the markets can materially and adversely affect Deutsche Bank's revenues and profits. |
• Deutsche Bank has incurred and may in the future continue to incur significant losses from its trading and investment activities due to market fluctuations. • Deutsche Bank has incurred losses, and may incur further losses, as a result of changes in the fair value of its financial instruments. • Adverse economic conditions have caused and may in the future cause Deutsche Bank to incur higher credit losses. • Even where losses are for Deutsche Bank's clients' accounts, they may fail to repay Deutsche Bank, leading to decreased volumes of client business and material losses for Deutsche Bank, and its reputation can be harmed. • Deutsche Bank investment banking revenues may decline as a result of adverse market or economic conditions. • Deutsche Bank may generate lower revenues from brokerage and other commission- and fee-based businesses. • The Bank's risk management policies, procedures and methods leave Deutsche Bank exposed to unidentified or unanticipated risks, which could lead to material losses. • Deutsche Bank's non-traditional credit businesses materially add to its traditional banking credit risks. • Deutsche Bank operates in an increasingly regulated and litigious environment, potentially exposing it to liability claims and other costs, the amounts of which may be difficult to estimate. • Regulatory reforms enacted and proposed in response to the global financial crisis and the European sovereign debt crisis (in addition to increased capital requirements) may significantly affect Deutsche Bank's business model and the competitive environment. • Deutsche Bank has been subject to contractual claims and litigation in respect of its U.S. residential mortgage loan business that may materially and adversely affect the Bank's results or reputation. • Operational risks may disrupt Deutsche Bank's business. • The size of Deutsche Bank's clearing operations exposes it to a heightened risk of material losses should these operations fail to function properly. • If Deutsche Bank is unable to implement its strategic initiatives, the Bank may be unable to achieve its financial objectives, or incur losses or low profitability, and the Bank's share price may be materially and adversely affected. • Deutsche Bank may have difficulty in identifying and executing acquisitions, and both making acquisitions and avoiding them could materially harm Deutsche Bank's results of operations and its share price. • The effects of the takeover of Deutsche Postbank AG may differ materially from Deutsche Bank's expectations. • Events at companies in which Deutsche Bank has invested may make it harder to sell the Bank's holdings and result in material losses irrespective of market developments. • Intense competition, in Deutsche Bank's home market of Germany as well as in international markets, could materially adversely impact its revenues and profitability. • Transactions with counterparties in countries designated by the U.S. State Department as state sponsors of terrorism may lead potential customers and investors to avoid doing business with Deutsche Bank or investing in its securities. | ||
D.3 | Key information on the risks that are specific and individual to the securities. | Securities are linked to the Underlying Amounts payable or assets deliverable periodically or on exercise or redemption of the Securities, as the case may be, are linked to the Underlying which may comprise one or more Reference Items. The purchase of, or investment in, Securities linked to the Underlying involves substantial risks. The Securities are not conventional securities and carry various unique investment risks which prospective investors should understand clearly before investing in the Securities. Each prospective investor in the Securities should be familiar with securities having characteristics similar to the Securities and should fully review all documentation for and understand the Terms and Conditions of the Securities and the nature and extent of its exposure to risk of loss. Potential investors should ensure that they understand the relevant formula in accordance with which the amounts payable and/or assets deliverable are calculated, and if necessary seek advice from their own adviser(s). |
Risks associated with the Underlying Because of the Underlying's influence on the entitlement from the Security, as with a direct investment in the Underlying, investors are exposed to risks both during the term and also at maturity, which are also generally associated with an investment in the respective fund share and indices in general. Early Termination The Terms and Conditions of the Securities include a provision pursuant to which, either at the option of the Issuer or otherwise where certain conditions are satisfied, the Issuer is entitled to redeem or cancel the Securities early. As a result, the Securities may have a lower market value than similar securities which do not contain any such Issuer's right for redemption or cancellation. During any period where the Securities may be redeemed or cancelled in this way the market value of the Securities generally will not rise substantially above the price at which they may be redeemed or cancelled. The same applies where the Terms and Conditions of the Securities include a provision for an automatic redemption or cancellation of the Securities (e.g. "knock-out" or "auto call" provision). Risks at maturity If the Underlying falls in value, the Index Certificate involves a risk of loss depending on the value, price or level of the Underlying at maturity; in the worst-case scenario, this may result in the total loss of the capital invested. This will occur if the Final Reference Level on the Valuation Date is zero. | ||
D.6 | Risk warning to the effect that investors may lose the value of their entire investment or part of it | Please see Element D.3. Where no minimum amount(s) of cash or assets to be payable or deliverable is specified, investors may experience a total or partial loss of their investment in the Security. |
Element | Section E – Offer | |
E.2b | Reasons for the offer, use of proceeds, estimated net proceeds | Not applicable. |
E.3 | Terms and conditions of the offer. | Not applicable. |
E.4 | Interest that is material to the issue/offer including confliction interests. | Not applicable. |
E.7 | Estimated expenses charged to the investor by the issuer or offeror. | Not applicable. |