«This document constitutes a supplement (the Fourth Supplement) for the purpose of Art. 16 of the Directive 2003/71/EC of the European Parliament and ...»
Fourth Supplement dated 5 March 2015
to the Debt Issuance Programme Prospectus dated 19 August 2014
relating to the EUR 25,000,000,000 Debt Issuance Programme
This document constitutes a supplement (the "Fourth Supplement") for the purpose of Art. 16 of the Directive 2003/71/EC of the European
Parliament and the Council of 4 November 2003, as amended (the "Prospectus Directive"), as well as Article 13 of Chapter 1 of Part II of
the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended (Loi relative aux prospectus pour valeurs mobilières, the "Luxembourg Prospectus Law"), to the two base prospectuses for securities relating to the EUR 25,000,000,000 Debt Issuance Programme for the issue of Notes of Raiffeisen Bank International AG (the "Issuer" or "RBI"): (i) the base prospectus in respect of nonequity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Commission Regulation") and (ii) the base prospectus in respect of Covered Bank Bonds (non-equity securities within the meaning of Art. 22 No. 6(3) of the Commission Regulation) (the two base prospectuses together, the “Original Base Prospectus”) (the Original Base Prospectus as supplemented by the First Supplement dated 29 August 2014, the Second Supplement dated 25 September 2014 and the Third Supplement dated 12 December 2014, the “Supplemented Base Prospectus”and the Supplemented Base Prospectus together with the Fourth Supplement, the “Base Prospectus”).
RAIFFEISEN BANK INTERNATIONAL AGEUR 25,000,000,000 Debt Issuance Programme for the issue of Notes This Fourth Supplement is supplemental to, and should only be distributed and read together with, the Supplemented Base Prospectus.
Terms defined in the Supplemented Base Prospectus have the same meaning when used in this Fourth Supplement. To the extent that there is any inconsistency between (a) any statement in this Fourth Supplement and (b) any other statement prior to the date of this Fourth Supplement, the statements in (a) will prevail.
This Fourth Supplement has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of Raiffeisen Bank International AG (www.rbinternational.com).
Raiffeisen Bank International AG has requested the CSSF in its capacity as competent authority under the Luxembourg Prospectus Law to approve this Fourth Supplement and to provide the competent authorities in the Federal Republic of Germany and in the Republic of Austria with a certificate of approval (a "Notification") attesting that this Fourth Supplement has been drawn up in accordance with the LuxembourgProspectus Law which implements the Prospectus Directive into Luxembourg law. The Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic Area with a Notification.
By approving this Fourth Supplement, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Prospectus Law.
The Issuer is solely responsible for the information given in this Fourth Supplement. The Issuer hereby declares, having taken all reasonable care to ensure that such is the case, that to the best of its knowledge, the information contained in this Fourth Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other than those contained in the Supplemented Base Prospectus or this Fouth Supplement in connection with the issue or sale of Notes and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer, the Dealers or any of them.
This Fourth Supplement does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any Notes.
IN ACCORDANCE WITH ARTICLE 16 PARAGRAPH 2 OF THE PROSPECTUS DIRECTIVE AND WITH ARTICLE 13
PARAGRAPH 2 OF THE LUXEMBOURG PROSPECTUS LAW, WHERE THE PROSPECTUS RELATES TO AN OFFER OF
SECURITIES TO THE PUBLIC, INVESTORS WHO HAVE ALREADY AGREED TO PURCHASE OR SUBSCRIBE FOR ANY
NOTES BEFORE THIS FOURTH SUPPLEMENT IS PUBLISHED HAVE THE RIGHT, EXERCISABLE WITHIN TWO
WORKING DAYS AFTER THE PUBLICATION OF THIS FOURTH SUPPLEMENT, I.E. UNTIL 9 MARCH 2015, TO
WITHDRAW THEIR ACCEPTANCES, PROVIDED THAT THE NEW FACTOR, MISTAKE OR INACCURACY AROSE
BEFORE THE FINAL CLOSING OF THE OFFER TO THE PUBLIC AND THE DELIVERY OF THE NOTES.1) On page 11 of the Supplemented Base Prospectus, the second paragraph in the section "Any known trend affecting the issuer and its industries in which it operates”" in the "SUMMARY", "Section B", Element "B.4.b.", shall be deleted and replaced
by the following paragraph:
"Known trends affecting the Issuer and the industries in which it operates are the difficult macroeconomic environment with decreasing growth rates and negative forecasts in several countries, the difficult political and economic situation in and with Ukraine and Russia, high exchange rate volatility as well as the continuing tense situation on the financial and capital markets. The outlook for the global economy over the near to medium term remains challenging and many forecasts predict only stagnant or modest levels of gross domestic product growth across many of the focus areas in which RBI Group operates. Some of the markets in which RBI Group operates were and will be – somewhere materially and - negatively affected by those changing conditions."
2) On page 12 of the Supplemented Base Prospectus, in the section "Profit forecasts or estimates" in the "SUMMARY", "Section
B", Element "B.9.", the existing wording shall be deleted and replaced by the following paragraph:
"Reference is made to the subsection "Preliminary Unaudited Results for the full year 2014 of RBI Group" in Section B, Element B.12 below."
3) On pages 14 et seq. of the Supplemented Base Prospectus, the section "Significant changes in the financial or trading position
of the Issuer" in the "SUMMARY", "Section B", Element "B.12" shall be deleted and replaced by the following section:
"Negative impacts with regard to the Issuer, in particular since the date of its last published financial statements (third quarter report 2014/not audited) include the following:
Preliminary Unaudited Results for the full year 2014 of RBI Group
The loss of EUR 493 million includes one-off effects such as goodwill impairments totaling EUR 306 million, primarily for subsidiary banks in Russia (EUR 148 million), Poland (EUR 99 million) and Albania (EUR 51 million), as well as deferred tax asset (DTA) writedowns amounting to EUR 196 million, primarily at Group head office (EUR 161 million) and in Asia (EUR 35 million).
For the 2014 financial year no equity dividend will be paid.
These Preliminary Unaudited Results for the full year 2014 of RBI Group ("Results") as stated above have been compiled on the basis of the established IFRS financial reporting process of the Issuer and the basis of accounting used for the Results is consistent with the accounting policies (International Financial Reporting Standards (IFRS) as adopted by the European Union) applied by RBI. This statement has been agreed with the independent auditor of the Issuer which has performed an examination whether the Results have been properly compiled on the basis stated and whether the basis of accounting used for the Results is consistent with the accounting policies of RBI.
The Issuer confirms that the Results are substantially consistent with the final figures to be published in the annual audited consolidated financial statements for the year 2014 of RBI Group.
The Results have not been audited.
The Issuer assumes full responsibility for the Results stated above.
Measures in the course of a strategic review On 9 February 2015, RBI has resolved to take a number of steps to increase its capital buffers. The measures are intended to facilitate an improvement in the CET1 ratio (fully loaded) to 12 per cent by end-2017, compared to 10 per cent at end-2014. The planned steps will affect a number of operations across the RBI Group, in particular those areas which generate low returns, have high capital consumption or are of limited strategic fit.
The measures to be implemented include the intended sale of the operations in Poland and Slovenia, as well as the direct banking unit Zuno.
In the context of the announced sale of Raiffeisen Bank Polska S.A., the Polish Financial Supervision Authority ("PFSA") informed RBI about the initiation of an administrative proceeding claiming the potential breach of commitments towards PFSA undertaken by RBI during the approval process of the acquisition of Polbank EFG by RBI in 2012. The Issuer is of the opinion that the commitments have not been breached; although a potential outcome of proceedings could result in a prohibition of exercising voting rights on shares of RBI's subsidiary Raiffeisen Bank Polska S.A. until the sale of shares, the Issuer believes that the allegations are unsubstantiated, and such proceedings ultimately shall be dismissed. The Issuer believes that proceedings have no impact on day-to-day business, or the sales process.
Exposure to the Russian market is intended to be reduced, with a risk-weighted asset (RWA) reduction of approximately 20 per cent planned by end-2017 (RWA in the Russian market as at 31.12.2014: EUR 8.4 billion). A reduction in exposure is also foreseen in Ukraine, where risk-weighted assets shall be decreased by approximately 30 per cent by end-2017 (RWA as at 31.12.2014: EUR 3.0 billion). In Hungary, further optimization of the operation is intended to be undertaken. As part of the drive to increase Group focus on the CEE region, operations are to be significantly scaled back or exited in Asia by end-2017 and in the US by end-2016.
-2The decisions are subject to approval by the Supervisory Board. The implementation of these measures is intended to result in an aggregate gross risk-weighted asset reduction in the selected markets of approximately EUR 16 billion by end-2017 (RWA as at 31.12.2014: EUR
68.7 billion). The total gross reduction from end-Q3 2014 to end-2017 is intended to amount to approximately EUR 26 billion.
The reduction is expected to be partially offset by an increase in RWA in other business areas – regulatory-driven as well as business driven.
RBI Group’s CHF exposure RBI Group’s CHF exposure is mainly in Poland (approximately EUR 2.8 billion) as well as in Romania (approximately EUR 350 million), Croatia (approximately EUR 270 million) and Serbia (approximately EUR 80 million) as at 31 December 2014 (latest data available). In Hungary, CHF loans have been mostly addressed by the recent agreement between the government, the banks and the central bank, however there is a remaining position of approximately EUR 130 million (mainly corporate loans) at the end of 2014.
In the wake of the Swiss National Bank decision to abandon the CHF's peg to the EUR in January 2015, the Croatian government decided at the end of January 2015 to fix the CHF / HRK exchange rate at 6.39 HRK for the next twelve months which corresponds to the exchange rate before the decision of the Swiss National Bank. At this point of time and based on current conditions, RBI Group expects a negative influence in the mid single digit million range for the business year 2015 as clients should be able to pay back their regular maturing annuities (only those are in scope of the decision) based on the fixed exchange rate in the law.
Exchange rates - sharp depreciation of Ukrainian hryvnia and Russian rouble / CET1 ratio The political and economic developments in the Ukraine and in Russia since the beginning of the year 2014 (see below "Recent developments / political and economic turbulence in Ukraine" and "Recent developments in Russia") have led to a sharp depreciation of the Ukrainian hryvnia ("UAH") and the Russian rouble ("RUB"). Since the beginning of the year 2014, the UAH has devaluated 68.4 per cent.
against the US dollar and 61.8 per cent. against the Euro. The devaluation of the RUB amounted to 48 per cent. against the US dollar and
37.1 per cent. against the Euro versus the beginning of the year 2014 (all as at 13 February 2015).
The foreign currency ("FX") devaluations have had a negative impact on RBI Group's capital. From the total FX impact of minus 0.94 per cent on the fully loaded common equity tier one ratio ("CET 1 ratio") for the year 2014, a minus of 0.47 per cent results from the devaluation of the RUB and a minus of 0.19 per cent. results from the devaluation of the UAH. The rest results in a minus of 0.13 per cent.
from US dollars as well as from a split across other currencies having no larger single effects. Given the currency devaluations, in particular of RUB and UAH, a further negative impact on the capital ratios of the Issuer cannot be excluded.
Recent developments / political and economic turbulence in Ukraine The political turmoil in the Ukraine resulted in the annexation of Crimea by the Russian Federation as well as an armed conflict between the Ukrainian government and pro-Russian separatists in the Eastern regions of the Ukraine. Thus, the political situation in the Ukraine has become extremely unstable and serious geopolitical tensions have arisen between Russia and the west.
The political crisis in the Ukraine has aggravated the country’s long standing economic problems, and the falling value of the currency as described above (see Exchange rates - sharp depreciation of Ukrainian hryvnia and Russian rouble / CET 1 ratio) is one of the consequences.