DGAP-News: Consent Solicitation

Consent Solicitation

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DGAP-News: IKB Deutsche Industriebank AG / Schlagwort(e): Sonstiges

Consent Solicitation

01.06.2017 / 17:25

Für den Inhalt der Mitteilung ist der Emittent verantwortlich.

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Press Release (only English version available)

Dated 1 June 2017

IKB Funding Trust II

(an indirect wholly-owned subsidiary of IKB Deutsche Industriebank

Aktiengesellschaft, Düsseldorf, Germany (the "Bank")) has issued a

Solicitation of Consents (the "Consent Solicitation") to Certain Amendments

(the "Proposed Amendment")to IKB Funding Trust II's Amended and Restated

Trust Agreement (the "Trust Agreement") relating to EUR400,000,000

Noncumulative Trust Preferred Securities (with an aggregate outstanding

Liquidation Preference Amount of EUR400,000,000) (the "Securities")

(ISIN: XS0194701487; Common Code: 019470148; Dutch Security Code (Fonds

Code):

14826; German Security Code (WKN): A0BDRX)

The Consent Solicitation will expire at 5:00 p.m., Central European Summer

Time, on 26 June 2017 (such time and date, as the same may be extended or

earlier terminated, the "Expiration Time"). Consents may not be revoked at

any time, except under certain limited circumstances. If the Requisite

Consents (as defined below) are obtained by the Expiration Time, we expect

that the Proposed Amendment to the Trust Agreement will be signed as soon as

the Requisite Consents are received and will become effective promptly after

the Expiration Time. The Consent Solicitation is only being made to existing

holders of the Securities on the record date of 31 May 2017.

It is a condition to our completion of the Proposed Amendment that we have

received valid consents from holders of at least a simple majority in

liquidation amount of the Securities at the time outstanding (the "Requisite

Consents").

A beneficial owner wishing to participate in the Consent Solicitation and

who holds an interest in Securities through a broker, dealer, bank,

custodian, trust company or other nominee must properly instruct such

broker, dealer, bank, custodian, trust company or other nominee to arrange

for their direct participant in Euroclear or Clearstream, as applicable,

through which they hold the relevant Securities to deliver a Consent to the

relevant Clearing System to cause a Consent to be given in respect of such

Securities on such beneficial owner's behalf at or prior to the Expiration

Time.

We have not registered the Consent Solicitation or the Securities under the

Securities Act of 1933, as amended (the "Securities Act"), or any state

securities law in the United States. The Consents may not be solicited and

the Securities may not be offered or sold in the United States or to any

U.S. persons except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act.

The Consent Solicitation has not been approved or disapproved by the

Securities and Exchange Commission (the "SEC") nor has the SEC passed upon

the fairness or merits of the Consent Solicitation. Any representation to

the contrary is a criminal offence.

None of Jan Burchards, Beth Andrews, David A. Vanaskey and John M. Beeson

(the "Regular Trustees"), The Bank of New York Mellon, as property trustee

(the "Property Trustee"), and BNY Mellon Trust of Delaware, as Delaware

trustee (the "Delaware Trustee" and, together with the Regular Trustees and

the Property Trustee, the "Trustees"), the Information and Tabulation Agent

or any of their respective directors, employees, affiliates, agents or

representatives, if applicable, makes any recommendation as to whether

holders should deliver consents to the Proposed Amendment pursuant to the

Consent Solicitation, and no one has been authorized by any of them to make

such a recommendation.

Date Calendar Date and Event

Time

Laun- 1 June 2017. Launch of the Consent Solicitation.

ch

Date

Expi- Unless extended The deadline for Consents to be received

rati- by us in our sole by the Information and Tabulation Agent.

on discretion, 5:00

Time p.m., Central

European Summer

Time, on 26 June

2017.

Con- The date on which the Requisite Consents

sent are received.

Date

Exe- On or as soon as Assuming that the Requisite Consents have

cuti- practical after been received by the Expiration Time, the

on Consent Date. date on which we and the Trustees, the

Date sponsor and the Bank execute the proposed

amendment agreement affecting the Proposed

Amendment (the "Proposed Amendment

Agreement").

Re- Expected promptly The date on which the results of the

sult after the Consent Consent Solicitation will be announced.

An- Date.

noun-

ce-

ment

Date

We will make (or cause to be made) all announcements regarding the Consent

Solicitation by press release issued in accordance with applicable law.

Additional Documentation; Further Information; Assistance

Any questions regarding the terms of the Consent Solicitation should be

directed to the Information and Tabulation Agent at its addresses and

telephone numbers set forth below. If you have any questions about how to

deliver a consent in the Consent Solicitation, you should contact the

Information and Tabulation Agent:

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attn: Yves Theis/Thomas Choquet

Email: ikb@lucid-is.com

Telephone: +44 (0) 20 7704 0880 [IMAGE]

The Consent Solicitation is made with regard to the securities of a foreign

company in reliance on the exemption afforded under Rule 802 of the U.S.

Securities Act of 1933, as amended. The Consent Solicitation is made for the

securities of a foreign controlled company. The Consent Solicitation is

subject to disclosure requirements of a foreign country that are different

from those of the United States. Financial statements, if any, have been

prepared in accordance with foreign accounting standards that may not be

comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may

have arising under the federal securities laws, since the Bank is, and a

majority of its assets are, located in a foreign country, and some or all of

its officers and directors may be residents of a foreign country. You may

not be able to sue a foreign company or its officers or directors in a

foreign court for violations of the U.S. securities laws. It may be

difficult to compel a foreign company and its affiliates to subject

themselves to a U.S. court's judgment.

This press release contains inside information within the meaning of Article

7(1) of the EU Market Abuse Regulation.

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01.06.2017 Veröffentlichung einer Corporate News/Finanznachricht,

übermittelt durch DGAP - ein Service der EQS Group AG.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,

Corporate News/Finanznachrichten und Pressemitteilungen.

Medienarchiv unter http://www.dgap.de

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Sprache: Deutsch

Unternehmen: IKB Deutsche Industriebank AG

Wilhelm-Bötzkes-Straße 1

40474 Düsseldorf

Deutschland

Telefon: +49 (0)211 8221-4511

Fax: +49 (0)211 8221-2511

E-Mail: investor.relations@ikb.de

Internet: www.ikb.de

ISIN: DE0008063306

WKN: 806330

Börsen: Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,

München, Stuttgart, Tradegate Exchange; Open Market in

Frankfurt

Ende der Mitteilung DGAP News-Service

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