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Deutsche Bank AG (73KJ)

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Wednesday 27 April, 2011

Deutsche Bank AG

Company Announcement

Company Announcement

Sigma Finance Corp

For immediate release

26 April 2011

COMPANY ANNOUNCEMENT

SIGMA FINANCE CORPORATION (IN RECEIVERSHIP)

The receivers of Sigma Finance Corporation (in receivership) ("Sigma") being A. R. Bloom, M. E. Mills and S. J. Harris of Ernst & Young LLP (the "Receivers") have today made the following announcement.

Results of the consent solicitation in respect of the following EMTN issued by Sigma:

EUR 5,993,000 Index Linked Notes due 2011 (ISIN XS0178113808)

EUR 4,000,000 Floating Rate Notes due 2013 (ISIN XS0242756129)

SEK 47,000,000 Non-Interest Bearing Notes due 2014 (ISIN XS0229086698)

CHF 200,000,000 Fixed Rate Notes due 2011 (ISIN CH0022527938)

JPY 1,200,000,000 Floating Rate Notes due 2013 (ISIN XS0249469080)

JPY 1,000,000,000 Floating Rate Notes due 2013 (ISIN XS0261659469)

JPY 3,000,000,000 Floating Rate Notes due 2013 (ISIN XS0269511274)

JPY 1,600,000,000 Floating Rate Notes due 2013 (ISIN XS0269566419)

JPY 1,000,000,000 Floating Rate Notes due 2013 (ISIN XS0275026952)

JPY 2,000,000,000 Floating Rate Notes due 2014 (ISIN XS0290373611)

GBP 35,000,000 Floating Rate Notes due 2012 (ISIN XS0292912846)

AUD 5,000,000 Floating Rate Notes due 2014 (ISIN XS0294049415)

USD 50,000,000 Floating Rate Notes due 2014 (ISIN XS0293351846)

JPY 3,000,000,000 Floating Rate Notes due 2014 (ISIN XS0293352067)

JPY 4,500,000,000 Floating Rate Notes due 2017 (ISIN XS0297737933)

AUD 23,100,000 Floating Rate Notes due 2012 (ISIN XS0304915647)

JPY 2,000,000,000 Floating Rate Notes due 2017 (ISIN XS0305023615)

JPY 3,300,000,000 Floating Rate Notes due 2017 (ISIN XS0304020653)

JPY 1,000,000,000 Floating Rate Notes due 2012 (ISIN XS0304981193)

USD 10,000,000 Floating Rate Notes due 2014 (ISIN XS0307406297)

JPY 1,000,000,000 Floating Rate Notes due 2012 (ISIN XS0306202242)

JPY 1,000,000,000 Floating Rate Notes due 2017 (ISIN XS0312208316)

JPY 1,000,000,000 Floating Rate Notes due 2017 (ISIN XS0312206963)

JPY 1,000,000,000 Floating Rate Notes due 2015 (ISIN XS0314364604)

(together, the "Notes")

Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Amended and Restated Security Trust Deed dated 27 March 2003 (the "Security Trust Deed").

As announced on 10 November 2010 and on 17 November 2010, the Receivers have established Pools relating to Sigma's liabilities, allocated Sigma's Assets to such Pools and made an initial distribution to Beneficiaries on 17 November 2010.

On 9 March 2011, Sigma issued the EMTN Consent Solicitation Statement (as amended on 30 March 2011) (the "EMTN Consent Solicitation Statement") requesting the consent of holders of the Notes to an amendment to the terms of their Notes to allow Sigma to accelerate the Notes at its discretion in order for a distribution on account of principal to be made to such holders as Beneficiaries from cash currently in the respective Pools allocated to the Notes. The Expiration Date of 20 April 2011 for receipt of consents in respect of the EMTN Consent Solicitation Statement has now passed.

A notice to holders of Notes has been issued by Sigma today, 26 April 2011, to inform the Noteholders as to whether the Extraordinary Resolution by way of Written Resolution as set out in the EMTN Consent Solicitation Statement has been passed in respect of each series of Notes in order to permit the above amendment. An equivalent notice has also been sent to holders of certain USMTN guaranteed by Sigma in respect of the consent solicitation statement sent to holders of such USMTN on 9 March 2011 (the "USMTN Consent Solicitation Statement").

Written Resolutions have been passed for the following series of Notes

Written resolutions have been passed in respect of the following Notes to amend the terms of such Notes to allow Sigma, at its discretion, to declare all amounts due and payable in respect of such series of Notes prior to their respective Maturity Dates:

JPY 1,200,000,000 Floating Rate Notes due 2013 (ISIN XS0249469080);

JPY 1,000,000,000 Floating Rate Notes due 2013 (ISIN XS0261659469);

JPY 3,000,000,000 Floating Rate Notes due 2013 (ISIN XS0269511274);

JPY 1,000,000,000 Floating Rate Notes due 2013 (ISIN XS0275026952);

JPY 2,000,000,000 Floating Rate Notes due 2014 (ISIN XS0290373611);

AUD 5,000,000 Floating Rate Notes due 2014 (ISIN XS0294049415);

USD 50,000,000 Floating Rate Notes due 2014 (ISIN XS0293351846);

JPY 3,000,000,000 Floating Rate Notes due 2014 (ISIN XS0293352067);

JPY 4,500,000,000 Floating Rate Notes due 2017 (ISIN XS0297737933);

AUD 23,100,000 Floating Rate Notes due 2012 (ISIN XS0304915647);

JPY 2,000,000,000 Floating Rate Notes due 2017 (ISIN XS0305023615);

JPY 3,300,000,000 Floating Rate Notes due 2017 (ISIN XS0304020653);

JPY 1,000,000,000 Floating Rate Notes due 2012 (ISIN XS0304981193);

USD 10,000,000 Floating Rate Notes due 2014 (ISIN XS0307406297);

JPY 1,000,000,000 Floating Rate Notes due 2012 (ISIN XS0306202242);

JPY 1,000,000,000 Floating Rate Notes due 2017 (ISIN XS0312208316);

JPY 1,000,000,000 Floating Rate Notes due 2017 (ISIN XS0312206963);

JPY 1,000,000,000 Floating Rate Notes due 2015 (ISIN XS0314364604);

GBP 35,000,000 Floating Rate Notes due 2012 (ISIN XS0292912846);

EUR 4,000,000 Floating Rate Notes due 2013 (ISIN XS0242756129); and

JPY 1,600,000,000 Floating Rate Notes due 2013 (ISIN XS0269566419).

Sigma anticipates that it will exercise such discretion to accelerate the foregoing series of Notes in due course and will notify the relevant holders at the appropriate time of such discretion being exercised.

Written Resolutions have not been passed for the following series of Notes:

Written Resolutions have not been passed and (unless and until Extraordinary Resolutions are passed at the Noteholder meetings referred to below) no amendment to the terms of the following series of Notes will be made:

SEK 47,000,000 Non-Interest Bearing Notes due 2014 (ISIN XS0229086698);

CHF 200,000,000 Fixed Rate Notes due 2011 (ISIN CH0022527938);

EUR 5,993,000 Index Linked Notes due 2011 (ISIN XS0178113808);

Accordingly, a Noteholder meeting for each of the above series of Notes will be held on 11 May 2011 at the place and time specified in the EMTN Consent Solicitation Statement.

Notwithstanding the meetings referred to above, the Receivers urge holders of these Notes to contact them by email at [email protected] as soon as possible.

General information

As previously advised to Beneficiaries, further information on the pooling process is available in the Pooling and Distribution Memorandum on the website maintained by Sigma at:

http://ey-vx.com/exchange-sites/relationship%20development/3284/compose-email/sigma-beneficiaries-email.asp.

The EMTN Consent Solicitation Statement and the USMTN Consent Solicitation Statement do not affect holders of any series of Notes other than holders of the Notes and the relevant affected USMTN.

Copies of the EMTN Consent Solicitation Statement and the USMTN Consent Solicitation Statement are available for inspection at the offices of the Receivers at:

Ernst & Young LLP

1 More London Place

London SE1 2AF

A copy of the EMTN Consent Solicitation Statement, the notice to Noteholders and this notice has been submitted to the National Storage Mechanism and is available for inspection at: www.Hemscott.com/nsm.do

Please email [email protected]┬áif you have any queries regarding this announcement.

Important information

Please note that nothing in this document is intended to amount to an invitation or inducement to engage in investment activity. Nothing in this document amounts to the giving of advice. If you are in any doubt as to the action you should take, you should consult a professional adviser.

The Receivers act as agents of Sigma and without personal liability.


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