Optional Redemption
We may, at our option, redeem the notes, in whole or in part, at any time and from time to time prior to
November 8, 2030 (three months prior to the maturity date (the
“Par Call Date”)). The redemption price, as determined by us, will be equal to the greater of:
• | 100%
of the principal amount of the notes to be redeemed; and |
• | the sum of the present values of the remaining scheduled payments on the notes being redeemed, discounting such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate, plus 20 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption on the principal balance of the notes being redeemed. The Trustee shall have no responsibility for calculating the redemption price. |
At any time on or after the Par Call Date, we may redeem the notes, in whole or in part, at any time and from time to time
at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest hereon to, but excluding, the redemption date.
The term “comparable government bond rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), on the third business day prior to the date fixed for redemption, of the comparable government bond (as defined below) on the basis of the middle market price of the comparable government bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by us.
The
term “comparable government bond” means, in relation to any comparable government bond rate calculation, at the discretion of an independent investment bank selected by us, a German federal government bond whose maturity is closest to the maturity of the notes to be redeemed (assuming that such notes to be redeemed matured on the Par Call Date), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German federal government bonds selected by us, determine to be appropriate for determining the comparable government bond rate.
The term “remaining scheduled payments,” means the remaining scheduled payments
of the principal and interest on the notes called for redemption that would be due after the related redemption date but for such redemption up to the Par Call Date; provided, however, that, if such redemption date is not an interest payment date with respect to such notes, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
Notice of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Clearstream and Euroclear to the holders of the notes not less than 10 days and not more than 30 days before the redemption date of the notes being redeemed. Unless we default on payment of the redemption price, on and after the redemption date, the notes or any portion of the notes called
for redemption will stop accruing interest. On or before any redemption date, we will deposit with the paying agent or the Trustee money sufficient to pay the accrued interest on the notes to be redeemed and their redemption price. A partial redemption of notes may be effected pursuant to applicable procedures of the depositary or the paying agent, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for such notes or any integral multiple of €1,000 in excess thereof) of the principal amount of such notes of a denomination larger than the minimum authorized denomination for such notes.
Offer to Repurchase Upon Change of Control Triggering Event
If
a Change of Control Triggering Event occurs, unless we have exercised our right to redeem such notes as described under “—Optional Redemption” above or “—Redemption for Tax Reasons,” we will be required to make an offer (the “Change of Control Offer”), to each holder of outstanding notes to repurchase all or any portion (equal to €1,000 or an integral multiple of €1,000 in excess thereof) of that holder’s notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date.
Within 30 days following the date upon which the Change of Control Triggering Event has occurred,
or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control,