EANS-Adhoc: Investkredit Bank AG / Announcement to repurchase of hybrid capital

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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14.06.2012

ANNOUNCEMENT BY ÖSTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT AND
INVESTKREDIT RELATING TO THE PRELIMINARY RESULTS OF VOTING REGARDING
THE PREFERRED SECURITIES AND WITHDRAWAL OF THE SCHEME OF ARRANGEMENT
WITH AN INVITATION TO OFFER TO SELL FOR CASH NOT FOR DISTRIBUTION IN
THE UNITED STATES OR TO ANY PERSON RESIDENT AND/OR LOCATED IN THE
UNITED STATES OR TO ANY U.S. PERSON 14 June 2012 Further to the
announcements made on 22 May 2012, Österreichische
Volksbanken-Aktiengesellschaft ("ÖVAG") and Investkredit Funding Ltd
("Investkredit"), hereby announce: (A) Preliminary results of voting
in respect of the Proposals put to holders of the Preferred
Securities issued by ÖVAG Finance (Jersey) Limited As at today's
date, voting instructions received in favour of the Proposals set out
in the invitation memorandum dated 22 May 2012 approximately account
for 86.4 per cent. of outstanding liquidation preference of holders
of the EUR250,000,000 Fixed/Floating Rate Non-cumulative Non-voting
preferred securities issued by ÖVAG Finance (Jersey) Limited (ISIN:
XS0201306288 and Common Code: 020130628) (the "Preferred
Securities"). The meeting of the holders of the Preferred Securities
convened by ÖVAG Finance (Jersey) Limited will be held at Clifford
Chance, 4 Place de Paris, B.P. 1147, L-1011 Luxembourg, Grand Duché
de Luxembourg on 15 June 2012 at 12:00 noon, Central European Time.
(B) Withdrawal of the scheme of arrangement by Investkredit Funding
Ltd and launch of an invitation to offer to sell for cash (i) Today,
Investkredit has withdrawn the scheme of arrangement (the "Scheme")
previously proposed pursuant to Part 18A of the Companies (Jersey)
Law 1991 in relation to the EUR50,000,000 subordinated non-cumulative
Limited Recourse Notes (ISIN: DE0009576108 and WKN: 957 610) issued
by Investkredit on 28 November 2002 (the "Notes"). Today, ÖVAG and
Investkredit have decided not to proceed with the Scheme and will
instead invite holders of the Notes to sell their Notes to ÖVAG for
cash pursuant to a tender offer announced and further described under
paragraph (ii) below. The meeting of holders of Notes convened to
consider the Scheme on 15 June 2012 starting at 12:00 noon Central
European Time at the offices of Freshfields Bruckhaus Deringer LLP,
Seilergasse 16, 1010 Vienna, Republic of Austria has been cancelled.
For the avoidance of doubt, the Invitation (as defined below)
replaces the previously announced Scheme, any direct participant
letters previously submitted by holders of the Notes in respect of
the Scheme will be void and no payments will be due to holders of the
Notes pursuant to the Scheme. (ii) Invitation to holders of the
EUR50,000,000 subordinated non-cumulative Limited Recourse Notes
(ISIN: DE0009576108 and WKN: 957 610) issued by Investkredit Funding
Ltd ÖVAG is inviting holders of the Notes to offer to sell any and
all of their Notes to ÖVAG for cash (the "Invitation"). The terms and
conditions of the Invitation are set out in the Invitation Memorandum
dated 14 June 2012 (the "Invitation Memorandum"). The Austrian
Financial Market Authority has approved the purchase of the Notes.
Capitalised terms used in the following paragraphs of this
announcement have the meanings ascribed to them in such Invitation
Memorandum. Notes Aggregate Outstanding Amount Clearing Codes
Purchase Price EUR50,000,000 subordinted non-cumulative Limited
Recourse Notes issued by Investkredit Funding Limited EUR50,000,000
ISIN: DE0009576108 German Security Code: 957 610 EUR400 per
EUR1,000 nominal amount

Rationale for the Invitation The Invitation for offers to sell Notes
to ÖVAG for cash is part of ÖVAG's ongoing capital management and
based on an agreement with the Republic of Austria. The aim of the
Invitation is to enhance ÖVAG's capital position by increasing common
equity. As part of the Invitation ÖVAG is offering Holders an
opportunity to exit their investment at a premium to current market
prices. Purchase Price to be Received for the Notes ÖVAG proposes to
accept for purchase any and all of the Notes on the terms and subject
to the conditions contained in the Invitation Memorandum. Holders who
have validly submitted an Electronic Order prior to the Expiration
Time and whose offers to sell are accepted by ÖVAG will receive
EUR400 per EUR1,000 nominal amount of the Notes (the "Purchase
Price") and the Accrued Interest Payment, in immediately available
funds in cash on the Settlement Date. Participating in the Invitation
To offer to sell Notes pursuant to the Invitation, a Holder should
deliver, or arrange to have delivered on its behalf, through
Clearstream, Frankfurt and in accordance with the requirements of,
Clearstream Frankfurt, a valid Electronic Order that is received by
the Tender Agent by the Expiration Time. Holders are advised to check
with any bank, securities broker or other intermediary through which
they hold Notes whether such intermediary must receive instructions
to participate in the Invitation before the deadlines specified in
the timeline below.

Expected Transaction Timeline

Date Event
14 June 2012 Commencement of the Invitation and distribution of the
Invitation Memorandum.
5 p.m., CET, 28 June 2012 ("Expiration Time") The Invitation expires unless
ÖVAG extends or terminates it prior to the Expiration Time in its sole
discretion: deadline for receipt by the Tender Agent of Electronic Orders.
After this time, an Electronic Order may only be withdrawn in the
limited circumstances set out in the Invitation Memorandum.
29 June 2012 Announcement by ÖVAG of (i) whether it accepts offers to sell;
(ii) the aggregate nominal amount of Notes accepted for purchase (which may be
zero); and (iii) the aggregate nominal amount of the Notes remaining outstanding
following completion of the Invitation.

4 July 2012 ("Settlement Date") Expected Settlement Date. If ÖVAG has
accepted offers to sell Notes, the Purchase Price and the Accrued
Interest Payment will be paid. For further information: A complete
description of the terms and conditions of the Invitation is set out
in the Invitation Memorandum. Further details about the transaction
can be obtained from: DEALER MANAGERS BNP Paribas 10 Harewood Avenue
London NW1 6AA United Kingdom

Tel: +44 207 595 8668
Email: liability.management@bnpparibas.com
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Tel: +44 (0) 20 7986 8969
Email: liabilitymanagement.europe@citi.com

TENDER AGENT

Citigroup Global Markets Deutschland AG
Reuterweg 16
60323 Frankfurt
Germany
Telephone: +49 69 1366 1424
Fax: +49 69 1366 1416
Email: frankfurt.tenderagent@citi.com

A copy of the Invitation Memorandum is available to eligible persons
upon request from the Tender Agent. Neither of the Dealer Managers
takes responsibility for the contents of this announcement and none
of ÖVAG, ÖVAG Finance Jersey Limited, Investkredit, the Dealer
Managers, the Tender Agent or any of their respective directors,
employees or affiliates makes any representation or recommendation
whatsoever regarding the Invitation, or any recommendation as to
whether Holders should tender Notes in the Invitation. This
announcement must be read in conjunction with the Invitation
Memorandum. No Invitation to acquire any Notes is being made
pursuant to this announcement. Any such Invitation is only being
made in the Invitation Memorandum and any such acquisition or
acceptance of offers to sell should be made solely on the basis of
information contained in the Invitation Memorandum. This
announcement and the Invitation Memorandum contain important
information which should be read carefully before any decision is
made with respect to the Invitation. If any Holder is in any doubt
as to the action it should take, it is recommended to seek its own
advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent adviser.
Jurisdictional Restrictions The distribution of the Invitation
Memorandum in certain jurisdictions is restricted by law. Persons
into whose possession the Invitation Memorandum comes are required by
ÖVAG, Investkredit, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.
Holders with any questions on the Invitation should contact the
Dealer Managers for further information. United States The Invitation
is not being made and will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, the United States, and no offer to sell Notes
may be made by any such use, means, instrumentality or facility from
or within the United States, or by any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended
(each a "U.S. Person")) or by persons located or resident in the
United States. Accordingly, copies of the Invitation Memorandum and
any other documents or materials relating to the Invitation are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded in or into the United States,
or to U.S. Persons or to persons located or resident in the United
States. Any purported offer to sell Notes resulting directly or
indirectly from a violation of these restrictions will be invalid and
offers to sell Notes made by a U.S. Person, by any person acting for
the account or benefit of a U.S. Person, or by a person located or
resident in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
located or resident in the United States will not be accepted. For
the purposes of this paragraph, United States means the United States
of America, its territories and possessions (including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands), any state of the United States of America
and the District of Columbia. Italy None of the Invitation, the
Invitation Memorandum or any other documents or materials relating to
the Invitation have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa
(CONSOB). The Invitation is being carried out in the Republic of
Italy (Italy) as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998,
as amended (the Financial Services Act) and article 35-bis, paragraph
3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended ("CONSOB
Regulation"). Holders can offer the Notes through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October
2007, as amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority. United Kingdom The communication of the Invitation
Memorandum and any other documents or materials relating to the
Invitation are not being made and such documents and/or materials
have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom, and are only for circulation to persons outside
the United Kingdom or to persons within the United Kingdom falling
within Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), or to other persons
to whom it may lawfully be communicated in accordance with the Order.
Belgium The Invitation Memorandum is not addressed to, and may not be
accepted by, any Holder or Registered Holder who is resident in
Belgium and is not a qualified investor (investisseur
qualifié/gekwalificeerde belegger) as defined pursuant to Article 10
of the Belgian law of 16 June 2006 on public offerings of investment
instruments and the admission of investment instruments to trading on
regulated markets. France Neither the Invitation Memorandum, nor any
other offering material or information relating to the Invitation,
has been submitted for clearance to the Autorité des Marchés
Financiers and they may not be released, issued, or distributed or
caused to be released, issued, or distributed, directly or
indirectly, to the public in the French Republic, except to (i)
providers of investment services relating to portfolio management for
the account of third parties and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, all as defined in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to
D.411-3 of the French Code Monétaire et Financier. General Neither
the Invitation Memorandum nor the electronic transmission thereof
constitutes an offer to buy or the solicitation of an offer to sell
the Notes (and any offer to sell the Notes pursuant to the Invitation
will not be accepted from Holders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Invitation to be made
by a licensed broker or dealer and the Dealer Managers or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Invitation shall be deemed to be made by the
Dealer Managers or such affiliate, as the case may be, on behalf of
ÖVAG in such jurisdiction. In addition to the representations
referred to above in respect of the United States, each Holder
participating in the Invitation will be deemed to give certain
representations in respect of the other jurisdictions referred to
above and generally as set out in the Invitation Memorandum. Any
offer to sell Notes made by a Holder that is unable to make these
representations will not be accepted.

The five biggest listed issues of Investkredit Bank AG
in terms of issue volume:
ISIN:
AT0000A0SNL2
AT0000A0SNJ6
AT0000A0SNG2
AT0000A0SNF4
AT0000A0SNH0

The issues of Investkredit Bank AG are admitted on the
following stock exchanges:

Second Regulated market of Wiener Börse AG
Official trading of Wiener Börse AG
Regulated market of the Luxembourg Stock Exchange
Open Market of Frankfurt Stock Exchange

Further inquiry note:
Investkredit Bank AG
Mag. Julius Wallner
Tel.: +43 0 50 4004 - 4211
mailto:julius.wallner@investkredit.at

end of announcement euro adhoc
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issuer: Investkredit Bank AG
Kolingasse 14 - 16
A-1090 Wien
phone: +43 1 504004 - 4207
FAX: +43 1 504004 84207
mail: invest@investkredit.at
WWW: www.investkredit.at
sector: Banking
ISIN: -
indexes:
stockmarkets: stock market: Wien
language: English