Prospectus • Dec 30, 2024
Prospectus
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17 December 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: | 112 |
| (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: | Euro (EUR) |
|
| 4. | Aggregate Nominal Amount: | ||
| (a) | Series: | EUR 20,000,000 | |
| (b) | Tranche: | EUR 20,000,000 | |
| 5. | Issue Price: | 100.00 per cent. of the Aggregate Nominal Amount |
|
| 6. | (a) | Specified Denominations: | EUR 200,000 and integral multiples of EUR 1,000 in excess thereof |
| (b) | Calculation Amount (in relation to calculation of interest in global |
EUR 1,000 |
| form or Registered definitive form see Conditions): |
|||
|---|---|---|---|
| 7. | (a) | Issue Date: | 20 December 2024 |
| (b) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | 20 December 2029 |
|
| 9. | Interest Basis: | 6 months EURIBOR + 2.90 per cent. Floating 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 | Not Applicable | |||
|---|---|---|---|---|---|
| 15. | Floating Rate Note Provisions | Applicable | |||
| (a) | Specified | Interest Payment Dates: | Period(s)/Specified | Semi-annually every 20 June and 20 December in each year to and including the Maturity Date |
|
| (b) Business Day Convention: (c) Additional Business Centre(s): (d) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Principal Paying Agent): |
Following Business Day Convention | ||||
| London, New York City and Luxembourg | |||||
| Principal Paying Agent (the Calculation Agent) |
|||||
| (e) | Screen Rate Determination: | ||||
| | Reference Rate: | 6 months EURIBOR |
|||
| | Index Determination: | Not Applicable | |||
| | Interest Date(s): |
Determination | Second day on which the T2 System is open prior to the start of each Interest Period |
||
| Relevant Screen Page: |
EURIBOR 6M (EUR006M Index) on Bloomberg |
||
|---|---|---|---|
| Specified Time: |
11:00 CET | ||
| Relevant Financial Centre: |
Luxembourg | ||
| (f) | Linear Interpolation: | Not Applicable | |
| (g) | Margin(s): | 2.90 per cent. per annum |
|
| (h) | Minimum Rate of Interest: | Not Applicable | |
| (i) | Maximum Rate of Interest: | Not Applicable | |
| (j) | Day Count Fraction: | 30/360 | |
| 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: | EUR 1,000 per Calculation Amount |
| 21. | Early Redemption Amount payable on redemption for taxation reasons or on event of default: |
EUR 1,000 per Calculation Amount |
| 22. | Form of Notes: | Bearer Notes: |
|---|---|---|
| Temporary Bearer Global Note exchangeable for Permanent Bearer Global Note which is exchangeable for Definitive Notes upon an Exchange Event |
||
| 23. | Additional Financial Centre(s): | London and New York City |
| 24. | Talons for future Coupons to be attached | No |
to Definitive Notes:
| 25. | USD Payment Election: | Not Applicable | |||
|---|---|---|---|---|---|
| 26. | Exchange Agent: | Not Applicable | |||
| THIRD PARTY INFORMATION | |||||
| Not applicable. | |||||
| Signed on behalf of DenizBank A.Ş.: | |||||
| By: | By: | ||||
| Name: | Name: | ||||
| Title: | Title: | ||||
| Duly authorised | Duly authorised |
to admission to trading:
(i) Listing and Admission to trading Application will be 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 20 December 2024. (ii) Estimate of total expenses related £625
Ratings: Not Applicable
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 | ||
| (iii) | Estimated net proceeds: | EUR 20,000,000 | ||
| 5. | YIELD | |||
| Indication of yield: | 100.00 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. |
||||
| 6. | OPERATIONAL INFORMATION | |||
| (i) | Trade Date: | 16 December 2024 | ||
| (ii) | ISIN: | XS2966360450 | ||
(iii) Common Code: 296636045
| (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 |
| (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: |
Not Applicable |
| (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: |
Not Applicable |
| (viii) | Prohibition of Sales to Belgian Consumers: |
Not Applicable |
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