DGAP-Adhoc: Par-for-Par Exchange Offer by Raiffeisen Bank International AG

DGAP-Adhoc: Par-for-Par Exchange Offer by Raiffeisen Bank International AG

Raiffeisen Bank International AG  / Key word(s): Bond

02.12.2013 10:00

Dissemination of an Ad hoc announcement, transmitted by DGAP - a company of
EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Raiffeisen Bank International AG (the 'Bank') invites the holders of the
Subordinated Capital Fixed to Floating Rate Callable Notes (pursuant to
Section 23, paragraph 8 of the Austrian Banking Act) due March 2019, ISIN
XS0289338609, Series 54 issued by Raiffeisen Zentralbank Österreich
Aktiengesellschaft on 5March 2007 in an aggregate principal amount of
EUR500,000,000 (the 'Existing Notes') to offer to exchange such Existing
Notes for EUR denominated Subordinated Callable Fixed Rate Reset Notes due
June 2024, Series 50, ISIN XS1001668950 to be issued pursuant to the EUR
25,000,000,000 Debt Issuance Programme for the issue of Notes of Raiffeisen
Bank International AG (the 'New Notes').

The New Notes will be issued in the denomination of EUR 100,000 each and
bear interest at a fixed rate equal to the interpolated 5-year and 6-year
Swap Rate plus a fixed margin of 3.90per cent. per annum for the first
five and a half years of their term, and a fixed rate for the remaining
five years of their term thereafter, which will be fixed in June 2019.
 
The Bank is under no obligation to accept any offers to exchange.
 
Noteholders who do not hold Existing Notes in an aggregate principal amount
which is an integral multiple of EUR 100,000 have the option to round up
their offer to exchange in respect of such Existing Notes to an aggregate
principal amount equal to the nearest higher integral multiple of EUR
100,000 by offering to pay an amount in cash in Euro equal to the
difference between the principal amount of Existing Notes offered to
exchange by such Noteholder, and the nearest higher integral multiple of
EUR 100,000, provided that Existing Notes in an aggregate principal amount
of at least EUR 50,000 are offered to exchange.
 
Exchange instructions in relation to Existing Notes held through
Clearstream Luxembourg and Euroclear that do not request the cash round-up
must be submitted in a minimum principal amount of EUR 100,000 and integral
multiples thereof. For any such Exchange Instructions not submitted in an
integral multiple of EUR100,000, the Bank will accept for exchange a
principal amount that is rounded down to the nearest integral multiple of
EUR100,000.




The principal amount of New Notes which each Noteholder will receive on the
Settlement Date will equal the aggregate principal amount of such Existing
Notes accepted by the Bank for exchange.

In case of a cash round-up, the principal amount of New Notes which each
Noteholder will receive on the Settlement Date will equal the sum of: (i)
the aggregate principal amount of such Existing Notes accepted by the Bank
for exchange and (ii) the cash amount offered by the Noteholder.

The exchange offer begins on 2December 2013 and will expire at 5.00 p.m.
(CET) on 10December 2013. The settlement is expected to be on 18December
2013.

For further information please contact:

Susanne Langer
Head of Group Investor Relations
Raiffeisen Bank International AG
Am Stadtpark 9 
1030 Vienna, Austria
ir@rbinternational.com
phone +43-1-71 707-2089
www.rbinternational.com



THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR TO ANY U.S. PERSON (as defined in Regulation S of
the United States Securities Act of 1933, as amended) OR ANY PERSON LOCATED
OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA (THE 'UNITED STATES').
THE Exchange Offer REFERENCED HEREIN IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, OR BY USE OF THE MAILS, OR BY ANY
MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE, OR OF ANY
FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE UNITED STATES AND THE
Invitation CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR
FACILITY OR FROM WITHIN THE UNITED STATES.


02.12.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Raiffeisen Bank International AG
              Am Stadtpark 9
              A-1030 Vienna
              Austria
Phone:        +43-1-71707-2089
Fax:          +43-1-71707-2138
E-mail:       ir@rbinternational.com
Internet:     www.rbinternational.com
ISIN:         AT0000606306
WKN:          A0D9SU
Listed:       Freiverkehr in Berlin, München, Stuttgart; Frankfurt in Open
              Market ; Wien (Amtlicher Handel / Official Market)
 
End of Announcement                             DGAP News-Service
 
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