Capital/Financing Update • Dec 2, 2024
Capital/Financing Update
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PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MIFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
28 November 2024
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 2 July 2024 and the supplement to it dated 28 November 2024 which together constitute a base prospectus for the purposes of the UK Prospectus Regulation (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus has been published on the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-newshome.html.
| 1. | Issuer: | DenizBank A.Ş. | |
|---|---|---|---|
| 2. | (a) | Series Number: | 110 |
| (b) | Tranche Number: | 1 | |
| (c) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | U.S. dollars (U.S.\$) | |
| 4. | Aggregate Nominal Amount: | ||
| (a) | Series: | U.S.\$17,000,000 | |
| (b) | Tranche: | U.S.\$17,000,000 | |
| 5. | Issue Price: | 99.790 per cent. of the Aggregate Nominal Amount |
|
| 6. | (a) | Specified Denominations: | U.S.\$200,000 and integral multiples of U.S.\$1,000 in excess thereof |
| (b) | Calculation Amount (in relation to calculation of interest in global form or Registered definitive form see Conditions): |
U.S.\$1,000 | |
| 7. | (a) | Issue Date: | 29 November 2024 |
| (b) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | 29 November 2029 | |
| 9. | Interest Basis: | 6.500 per cent. Fixed Rate | |
| 10. | Redemption Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.000 per cent. of their nominal amount |
|
| 11. | Change of Interest Basis: | Not Applicable | |
| 12. | Put/Call Options: | Not Applicable | |
| 13. | (a) | Status of the Notes: | Senior |
(b) Date Board approval for issuance of Notes obtained: 22 February 2024
| 14. | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (a) | Rate(s) of Interest: | 6.500 per cent. per annum payable semi-annually in arrear on each Interest Payment Date |
|
| (b) | Interest Payment Date(s): | 29 May and 29 November in each year up to and including the Maturity Date |
|
| (c) | Fixed Coupon Amount(s) (and in relation to Notes in global form or Registered definitive form see Conditions): |
U.S.\$32.50 per Calculation Amount | |
| (d) | Broken Amount(s) (and in relation to Notes in global form or Registered definitive form see Conditions): |
Not Applicable | |
| (e) | Day Count Fraction: | 30/360 | |
| (f) | Determination Date(s): | Not Applicable | |
| 15. | Floating Rate Note Provisions | Not Applicable | |
| 16. | Zero Coupon Note Provisions | Not Applicable |
| 17. | Notice periods for Condition 8.2: | Minimum period: 15 days Maximum period: 30 days |
|---|---|---|
| 18. | Issuer Call: | Not Applicable |
| 19. | Investor Put: | Not Applicable |
| 20. | Final Redemption Amount: | U.S.\$1,000 per Calculation Amount |
| 21. | Early Redemption Amount payable on redemption for taxation reasons or on event of default: |
U.S.\$1,000 per Calculation Amount |
| 22. | Form of Notes: | Bearer Notes: |
|---|---|---|
| (i) | Listing and Admission to trading | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market and to be listed on the Official List with effect from 2 December 2024. |
|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
£625 |
Ratings: The Notes to be issued are expected to be rated:
Fitch Ratings Ltd. (Fitch): BB-
Fitch is established in the United Kingdom and is registered under Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the EUWA.
Save for the fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
(i) ESG Notes: Yes
(ii) Reasons for the offer: See "Use of Proceeds" in the Base Prospectus. The Eligibility Criteria for the purposes of the use of proceeds of the Notes shall be limited to the
microfinance;
following categories: • employment generation and programmes designed to prevent and/or alleviate unemployment stemming from socioeconomic crisis, including through the potential effect of small and medium-sized
enterprise (SME) financing and
• food security and sustainable food systems; and • access to essential services (healthcare, education, disaster relief and financial services). (iii) Estimated net proceeds: U.S.\$16,942,880 5. YIELD
Indication of yield: 6.550 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
| (i) | Trade Date: | 19 November 2024 | |
|---|---|---|---|
| (ii) | ISIN: | XS2948447169 | |
| (iii) | Common Code: | 294844716 | |
| (iv) | CFI: | See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN/Not Applicable |
|
| (v) | FISN | See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN/Not Applicable |
|
| (vi) | Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): |
Not Applicable | |
| (vii) | Delivery: | Delivery against payment | |
| (viii) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable | |
| (ix) | Benchmark Administrator: | Not Applicable | |
| 7. | DISTRIBUTION | ||
| (i) | Method of distribution: | Non-syndicated |
| (ii) | If syndicated, names of Managers: | Not Applicable |
|---|---|---|
| (iii) | Stabilisation Manager(s) (if any): | Not Applicable |
| (iv) | If non-syndicated, name of relevant Dealer: |
HSBC Bank plc |
| (v) | U.S. Selling Restrictions: | Reg. S Compliance Category 2; TEFRA D |
| (vi) | Prohibition of Sales to EEA Retail Investors: |
Not Applicable |
| (vii) | Prohibition of Sales to UK Retail Investors: |
Applicable |
| (viii) | Prohibition of Sales to Belgian Consumers: |
Not Applicable |
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