Obligation Aareal 7.125% ( XS0138973010 ) en EUR

Aareal

100 % ⇌

Allemagne

XS0138973010 ( en EUR )

7.125% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation Aareal XS0138973010 en EUR 7.125%, échéance Perpétuelle

31/03/2025 ( Dans 67 jours )

Aareal Bank AG est une banque spécialisée dans le financement immobilier et les services financiers pour le secteur immobilier, principalement en Allemagne et en Europe.

L'Obligation émise par Aareal ( Allemagne ) , en EUR, avec le code ISIN XS0138973010, paye un coupon de 7.125% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

g 230,000,000
DePfa Bank Capital Funding Trust
(a subsidiary of DePfa Bank AG, Wiesbaden, Germany)
7.125% Noncumulative Trust Preferred Securities
(Liquidation Preference Amount h 25 per Trust Preferred Security)
The 9,200,000 Noncumulative Trust Preferred Securities (the ``Trust Preferred Securities''), offered hereby
(the ``Offering'') represent preferred undivided beneficial ownership interests in the assets of DePfa Bank
Capital Funding Trust, a Delaware statutory business trust (the ``Trust''). These assets consist of 7.125%
Noncumulative Class B Preferred Securities (the ``Class B Preferred Securities'') of DePfa Bank Capital
Funding LLC, a Delaware limited liability company (the ``Company''), which have the benefit of a support
undertaking issued by DePfa Bank AG (the ``Bank'').
The Trust will pass through Capital Payments and redemption proceeds on the Class B Preferred
Securities as Capital Payments and redemptions, respectively, on the Trust Preferred Securities.
Capital Payments on the Class B Preferred Securities will be payable from the date of initial issuance on a
noncumulative basis, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year,
at a fixed rate per annum on the liquidation preference amount equal to 7.125%, commencing on
December 31, 2001.
The Class B Preferred Securities are not redeemable prior to the payment date scheduled to occur on
December 31, 2006, except upon the occurrence of certain tax, U.S. Investment Company Act and capital
disqualification events.
The Trust Preferred Securities are expected, on issue, to be assigned a rating of A by Fitch. A rating is not a
recommendation to buy, sell, or hold securities, and may be subject to revision, suspension, or withdrawal at
any time by the relevant rating agency.
Application has been made to admit the Trust Preferred Securities to trading and official quotation on the
Official Segment of the Stock Market of Euronext Amsterdam N.V. (``Euronext Amsterdam''). This Offering
Circular constitutes a prospectus for the purposes of the listing and issuing rules of Euronext Amsterdam.
The Trust Preferred Securities will be initially evidenced by a temporary global certificate, interests in which
will be exchangeable for interests in a permanent global certificate not earlier than 40 days after the issue date
upon certification of non-U.S. beneficial ownership by or on behalf of the holders of such interests. The global
certificates evidencing the Trust Preferred Securities will be deposited with and registered in the name of a
Common Depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (``Euroclear''), and for
Clearstream Banking S.A. (``Clearstream''), or any successor thereto.
Offering price: h 25 per Trust Preferred Security.
The offering price set forth above does not include accumulated Capital Payments, if any. Capital
Payments will accumulate from November 20, 2001.
These securities have not been registered under the U.S. Securities Act of 1933, as amended (the
``Securities Act'') and are being offered and sold only outside the United States to non-U.S. Persons in
offshore transactions in reliance on Regulation S under the Securities Act (``Regulation S''). For a
description of certain restrictions on transfer of these securities, see ``Subscription and Sale -- Selling
Restrictions.``
BNP PARIBAS
RABOBANK INTERNATIONAL
DZ BANK AG
Offering Circular dated November 15, 2001

The Bank, the Company and the Trust assume responsibility for the contents of this Offering Circular.
The Bank, the Company and the Trust, having made reasonable inquiries, confirm that (i) the Offering
Circular contains all information with respect to the Bank, its affiliates, its subsidiaries, the Trust Preferred
Securities, the Class B Preferred Securities and the Debt Securities that is material in the context of the
listing, issue and offering of the Trust Preferred Securities; (ii) the information contained in this Offering
Circular is true and accurate in all material respects and is not misleading; (iii) the opinions and intentions
expressed in this Offering Circular are honestly held; and (iv) there are no other facts the omission of
which makes this Offering Circular as a whole or any of the information or the expression of any of the
opinions or intentions misleading in any respect. No person has been authorized to give any information
or to make any representations other than those contained in this Offering Circular, and, if given or made,
such information or representations must not be relied upon as having been authorized by any of the
Bank, the Company, the Trust, or the Managers.
The statements in this Offering Circular with respect to stabilization, over-allotment and the terms of
the offering by the Managers have been provided by the Managers. The other information in this Offering
Circular has been provided by sources other than the Managers; accordingly, the Managers do not
guarantee its accuracy and completeness and do not accept any responsibility therefor. Nothing has
come to the attention of the Managers that would lead them to believe that the particulars in this Offering
Circular do not present a true and fair view of the actual situation or that any particulars have been omitted
which, if disclosed, would affect the information in this Offering Circular in any material respect.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which it relates. Neither the delivery of this Offering Circular nor any
sale hereunder shall create, under any circumstances, any implication that there has been no change in
the affairs of the Bank, the Trust or the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
Investors should satisfy themselves that they understand all the risks associated with making
investments in the nature of the Trust Preferred Securities. If prospective investors are in any doubt
whatsoever as to the risks involved in the Trust Preferred Securities, they should consult their
professional advisers.
Each purchaser of the Trust Preferred Securities must comply with all applicable laws and
regulations in force in any jurisdiction in which it purchases, offers or sells the Trust Preferred Securities or
possesses or distributes this Offering Circular and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Trust Preferred Securities under the laws and
regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or
sales, and none of the Trust, the Company, the Bank or the Managers shall have any responsibility
therefor.
Other than in the Netherlands, no action has been taken to permit a public offering of the Trust
Preferred Securities in any jurisdiction where action would be required for such purpose. The distribution
of this Offering Circular and the offering of the Trust Preferred Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this Offering Circular comes are required to inform
themselves about, and to observe, any such restrictions. In particular, the Trust Preferred Securities have
not been and will not be registered under the Securities Act. Subject to certain exceptions, the Trust
Preferred Securities may not be offered, sold or delivered in the United States or to U.S. persons. There
are also restrictions on the distribution of this Offering Circular, and the offer and sale of the Trust
Preferred Securities, in Germany, the Netherlands, Spain and the United Kingdom. See ``Selling
Restrictions''.
So long as the Trust Preferred Securities have not been listed on Euronext Amsterdam, or it is unlikely
that the Trust Preferred Securities will soon be admitted to listing, the Trust Preferred Securities may only
be offered, sold, or delivered in or from the Netherlands, as part of their initial distribution or as part of any
3

re-offering, and this Offering Circular, and any other document in respect of the offering may only be
distributed or circulated in the Netherlands, to individuals or legal entities, which include, but are not
limited to, banks, brokers, dealers, institutional investors and undertakings with a treasury department,
who or which trade or invest in securities in the conduct of business or profession.
In connection with this offering, BNP Paribas and Rabobank may over-allot or effect
transactions which stabilize or maintain the market price of the trust preferred securities at a level
which might not otherwise prevail. Such stabilizing, if commenced, may be discontinued at any
time. Such transactions may include over-allotment, stabilizing and short covering transactions in
such securities and the imposition of penalty bids in connection with the offering.
4

FORWARD-LOOKING STATEMENTS
This Offering Circular contains various forward-looking statements regarding events and
trends that are subject to risks and uncertainties that could cause the actual results and financial
position of the Bank and its consolidated subsidiaries, taken as a whole, to differ materially from
the information presented herein. When used in this Offering Circular, the words ``estimate'',
``project'', ``intend'', ``anticipate'', ``believe'', ``expect'', ``should'', and similar expressions, as they
relate to the Bank, the Company or the Trust or their management, are intended to identify such
forward-looking statements. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof. The Bank undertakes no obligation to
release publicly the result of any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated events.
TABLE OF CONTENTS
Page
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Exchange Rate and Currency Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Offering Circular Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Summary of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Distributable Profits of the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Capitalisation of the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Selected DePfa Bank Unconsolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . .
31
Review of Certain DePfa Group Segment Financial Results . . . . . . . . . . . . . . . . . . . . . . . . .
33
The Bank and the DePfa Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
The Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Business of the Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Supervision and Regulation and Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
DePfa Bank Capital Funding Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
DePfa Bank Capital Funding LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Description of the Trust Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Description of the Company Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
Description of the Support Undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
Description of the Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Description of the Terms of the Initial Debt Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
Summary of Material Differences between German and United States Generally Accepted
Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
Appendix A: Support Undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
5

PRESENTATION OF FINANCIAL INFORMATION
The financial statements (including the notes thereto) included herein beginning on page F-1 are
unconsolidated statements of DePfa Bank prepared in accordance with German generally accepted
accounting principles as provided by the provisions of the German Stock Corporation Act (Aktiengesetz)
and other applicable German law, which differ in certain respects from accounting principles generally
accepted in certain other countries, including United States generally-accepted accounting principles.
See ``Summary of Material Differences Between German and United States Generally Accepted
Accounting Principles''.
Following the restructuring of the DePfa Group described herein (see ``The Restructuring''), the
Bank and its subsidiaries will also publish consolidated financial statements prepared in accordance
with United States generally accepted accounting principles. The Bank is currently a wholly-owned
subsidiary of Pfandbriefbank, which publishes consolidated financial statements prepared in
accordance with U.S. GAAP. This Offering Circular includes certain financial information from the notes to
such consolidated financial statements concerning the property business and IT and corporate
consultancy segments of the DePfa Group, substantially all of the business of which will be conducted
by the Bank and its subsidiaries after the Restructuring described herein. See ``Review of Certain DePfa
Group Segment Financial Results.''
In this Offering Circular, all references to ``billions'' are references to one thousand millions. Due to
rounding, the numbers presented throughout this Offering Circular may not add up precisely, and
percentages may not precisely reflect absolute figures.
EXCHANGE RATE AND CURRENCY INFORMATION
The Treaty Establishing the European Community as amended by the Treaty on European Union
(the ``Maastricht Treaty''), to which the Federal Republic of Germany is a signatory, provided that on
January 1, 1999, a single unified currency, the euro, became legal currency in those member states of
the European Monetary Union that satisfied the convergence criteria set forth in the Maastricht Treaty,
including Germany. The conversion rate between the Deutsche Mark, which continues to have legal
tender status through a transition period ending June 30, 2002, at the latest, and the euro was fixed by
the Council of the European Union at DM 1.95583. Through its financial statements as of and for the
period ended December 31, 1998, the Bank published its financial statements in Deutsche Mark; the
Bank now publishes its financial statements in euro.
In this Offering Circular, references to ``DM'' are to Deutsche Mark and references to ``e'' are to the
euro.
6

OFFERING CIRCULAR SUMMARY
Introduction to the Transaction
DePfa Bank Capital Funding Trust (the ``Trust'') exists for the sole purposes of issuing the Trust
Preferred Securities and a single common security (the ``Trust Common Security'' and, together with the
Trust Preferred Securities, the ``Trust Securities''), investing the gross proceeds thereof in noncumulative
Class B Preferred Securities (the ``Class B Preferred Securities'') of DePfa Bank Capital Funding LLC, a
Delaware limited liability company (the ``Company'') and engaging in activities necessary or incidental
thereto. The Class B Preferred Securities evidence preferred limited liability company interests in the
Company. In addition to the Class B Preferred Securities, the Company will also issue one voting
common security (the ``Company Common Security'') and one noncumulative Class A preferred
security (the ``Class A Preferred Security''), each representing limited liability company interests in the
Company. The Company Common Security will be owned by the Bank or a majority-owned subsidiary.
The Class A Preferred Security will be owned by the Bank or a wholly-owned subsidiary. Amounts
available to the Trust for distribution to the holders of the Trust Securities will be limited to distributions
received by the Trust from the Company with respect to the Class B Preferred Securities. Periodic
distributions on the Trust Securities and the Class B Preferred Securities are referred to herein as
``Capital Payments''. For a summary of the terms of the Trust Preferred Securities and the Class B
Preferred Securities, see ``The Offering'' herein.
Capital Payments will accrue on the respective liquidation preference amounts of e 25 per Trust
Security (the ``Liquidation Preference Amount'') and e 25 per Class B Preferred Security at a rate per
annum equal to 7.125% payable in arrears on March 31, June 30, September 30 and December 31 of
each year, commencing December 31, 2001 (each such date, a ``Payment Date''). ``Stated Rate'' refers
to the rate in effect at any time in accordance with the terms of the Trust Preferred Securities.
Capital Payments payable on each Payment Date will be calculated on the basis of the actual
number of days elapsed and a 365-day year, or 366 in a leap year, and will accrue from and including the
immediately preceding Payment Date (or the issue date, with respect to Capital Payments payable on
December 31, 2001) to but excluding the relevant Payment Date (each such period, a ``Payment
Period'').
Capital Payments on the Trust Securities are expected to be paid out of Capital Payments received
by the Trust from the Company on the Class B Preferred Securities. Capital Payments on the Class B
Preferred Securities are expected to be paid by the Company out of its Operating Profits. If the
Company does not declare (and is not deemed to have declared) a Capital Payment in respect of
any Payment Period, holders of the Class B Preferred Securities will have no right to receive a
Capital Payment in respect of such Payment Period, and the Company will have no obligation to
pay a Capital Payment in respect of such Payment Period, whether or not Capital Payments are
declared (or deemed to have been declared) and paid in respect of any future Payment Period. In
such a case, no Capital Payments will be made on the Trust Securities in respect of such Payment
Period.
The Company will use the proceeds from the issuance of the Class B Preferred Securities, together
with the proceeds from the issuance of the Class A Preferred Security and the Company Common
Security, to acquire subordinated notes (the ``Initial Debt Obligations'') of DePfa Property Services B.V.
(``DePfa Services'') guaranteed on a subordinated basis by the Bank (the ``Initial Guarantee''). The
income received by the Company from the Initial Debt Obligations, and any debt obligations issued in
substitution therefor (the ``Substitute Debt Obligations'', and, together with the Initial Debt Obligations,
the ``Debt Obligations''), will be available for distribution, as appropriate, to the holders of the Class B
Preferred Securities and the Class A Preferred Security (together, the ``Preferred Securities'') and the
holder of the Company Common Security.
7

The Bank and the Company will enter into a support agreement (the ``Support Undertaking'') for the
benefit of the holders of the Class B Preferred Securities prior to the issuance of the Class B Preferred
Securities. Pursuant to the Support Undertaking, the Bank will undertake that (i) the Company will at all
times be in a position to meet its obligations if and when such obligations are due and payable, including
Capital Payments declared (or deemed declared) on, and payments due upon redemption of, the
Class B Preferred Securities (plus Additional Amounts thereon, if any), and (ii) in liquidation, the
Company will have sufficient funds to pay the liquidation preference amounts of the Class B Preferred
Securities, plus accrued and unpaid Capital Payments for the then current Payment Period to but
excluding the date of liquidation and Additional Amounts (as defined herein), if any. The Support
Undertaking is not a guarantee of any kind that the Company will at any time have sufficient assets to
declare a Capital Payment or other distribution. The Bank's obligations under the Support Undertaking
are subordinated to all of its senior and subordinated debt obligations.
Upon any redemption of the Class B Preferred Securities, the Trust must redeem a corresponding
number of the Trust Securities. The Class B Preferred Securities are redeemable at the option of the
Company, in whole but not in part, on December 31, 2006 (the ``Initial Redemption Date''), and on each
Payment Date thereafter. The Company will also have the right to redeem the Class B Preferred
Securities at any time prior to the Initial Redemption Date, in whole but not in part, upon the occurrence
of a Company Special Redemption Event (as defined herein). Any such redemption will be at a
redemption price per Class B Preferred Security equal to the liquidation preference amount thereof, plus
any accrued and unpaid Capital Payments for the then current Payment Period to but excluding the date
of redemption (a ``Redemption Date'') and Additional Amounts, if any. See ``Description of the Company
Securities Class B Preferred Securities Redemption''. The Class B Preferred Securities and the
Trust Preferred Securities will not have any scheduled maturity date and will not be redeemable at
any time at the option of the holders thereof.
Upon the occurrence of a Trust Special Redemption Event (as defined herein) or in the event of any
voluntary or involuntary dissolution, liquidation, winding up or termination of the Trust, holders of the
Trust Preferred Securities will be entitled to receive a corresponding number of the Class B Preferred
Securities. See ``Description of the Trust Securities Redemption.'' Because the sole assets of the Trust
are the Class B Preferred Securities and the holders of the Trust Preferred Securities may receive the
Class B Preferred Securities in certain circumstances, prospective purchasers of the Trust Preferred
Securities are also making an investment decision with respect to the Class B Preferred Securities and
should carefully review all of the information regarding the Class B Preferred Securities. See
``Description of the Company Securities Class B Preferred Securities'' and ``Investment
Considerations Special Redemption Risk''.
8

The following diagram outlines the relationship among the Company, the Trust and the Bank
following completion of the Offering.
DePfa Bank AG
(the "Bank")
Support Undertaking
DePfa Bank Capital
DePfa Bank Capital
Holders of Trust
Funding LLC
Funding Trust
Preferred Securities
(the "Company")
(the "Trust")
Proceeds from the
Proceeds from the
issuance of the
issuance of the
Class B Preferred
Trust Preferred
Securities
Securities
Initial Debt
Proceeds from the
Securities
issuance of the
Company Securities
DePfa Property
Services B.V.
("DePfa Services")
9

The Bank
DePfa Bank, currently a subsidiary of DePfa Deutsche Pfandbriefbank AG, is a commercial bank
that engages, directly and through subsidiaries, primarily in property finance and other activities in the
property sector. The Bank and its subsidiaries offer financial and advisory services, asset management
and information technology services to various client groups including major German and international
investors in commercial property, residential property developers, clients in the residential housing
sector and private clients. Over the past decade the Bank has increasingly emphasized activities outside
Germany and built up an international network that is active in 15 countries.
Under a restructuring, expected to be completed in 2002, the Bank will become a separately listed
bank which can pursue its strategic development, free of the limitations imposed by capital markets and
regulatory constraints that arise by virtue of being a subsidiary of a mortgage bank. See ``The
Restructuring''.
Set forth below is certain historical financial information for the Bank on an unconsolidated basis in
accordance with German GAAP.
As at or for the
nine months
As at or for the year ended
ended
December 31,
September 30,
2000
1999
1998
2001
(g in millions)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.2
39.8
122.2
86.8
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,573.7
21,683.7
17,987.7
33,087.2
Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
887.3
862.8
584.1
965.0
10