Deutsche Telekom !"§==
Total Page:16
File Type:pdf, Size:1020Kb
Information Memorandum Deutsche Telekom !"§== Deutsche Telekom AG Bonn, Federal Republic of Germany as Issuer and as Guarantor for Notes issued by Deutsche Telekom International Finance B.V. Amsterdam, The Netherlands Euro 20,000,000,000 Debt Issuance Programme Application has been made to list Notes to be issued under the Programme on the Luxembourg Stock Exchange. Notes issued under the Programme may also be listed on an alternative stock exchange or may not be listed at all. Arranger Deutsche Bank Dealers Commerzbank Securities Deutsche Bank DZ BANK AG Dresdner Kleinwort Wasserstein Goldman Sachs International HVB Corporates & Markets JPMorgan Lehman Brothers Merrill Lynch International UBS Warburg WestLB AG The date of this Information Memorandum is April 30, 2003. This Information Memorandum replaces the Information Memorandum dated June 5, 2002 and is valid for one year from the date hereof. Each of Deutsche Telekom AG (“Deutsche Telekom” or the “Company”) and Deutsche Telekom Inter- national Finance B.V. (“Finance”) (both herein also referred to as an “Issuer” and together, the “Issuers”) and Deutsche Telekom AG in its capacity as guarantor (the “Guarantor”) jointly and sever- ally accepts responsibility for the information contained in the Information Memorandum. To the best of the knowledge and belief of the Issuers and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in the Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. The Information Memorandum should be read and construed with any amendment or supplement thereto and with any other documents incorporated by reference and, in relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant Pricing Supple- ment(s) (as defined herein). Each of the Issuers have jointly and severally confirmed to the dealers as set forth on the cover page (the “Dealers”) that the Information Memorandum is true and accurate in all material respects and is not misleading; that any opinions and intentions expressed by each of them therein are honestly held and based on reasonable assumptions; that there are no other facts with respect to any of the Issuers, the omission of which would make the Information Memorandum as a whole or any statement therein or opinions or intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. No person has been authorised by any of the Issuers to give any information or to make any repre- sentation not contained in or not consistent with the Information Memorandum or any other docu- ment entered into in relation to the Programme or any information supplied by any Issuer or the Guarantor or such other information as in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuers, the Guarantor, the Dealers or any of them. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in the Information Memorandum. Neither the delivery of the Information Memorandum nor any Pricing Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in the Information Memorandum is true subsequent to the date upon which the Informa- tion Memorandum has been most recently amended or supplemented or that there has been no adverse change in the financial situation of any of the Issuers or the Guarantor since the date thereof or, as the case may be, the date upon which the Information Memorandum has been most recently amended or supplemented or the balance sheet date of the most recent financial statements which are deemed to be incorporated into the Information Memorandum by reference or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This document may only be communicated or caused to be communicated in circumstances in which section 21 (1) of the Financial Services and Markets Act 2000 (“FSMA”) does not apply. The Notes will not be registered under the United States Securities Act of 1933, as amended, and will include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain excep- tions, Notes may not be offered, sold or delivered within the United States or to U.S. persons, see “Selling Restrictions”. The distribution of the Information Memorandum and any Pricing Supplement and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose pos- session the Information Memorandum or any Pricing Supplement comes are required by the Issuers and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of the Information Memorandum or any Pricing Supplement and other offering material relating to the Notes, see “Sell- ing Restrictions”. Neither the Information Memorandum nor any Pricing Supplement may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. 2 Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invita- tion to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuers, the Guarantor, the Dealers or any of them that any recipient of the Information Memoran- dum or any Pricing Supplement should subscribe for or purchase any Notes. Each recipient of the Information Memorandum or any Pricing Supplement shall be taken to have made its own investiga- tion and appraisal of the condition (financial or otherwise) of the Issuers and the Guarantor. In connection with the issue of any Tranche (as defined herein) of Notes under the Programme, the Dealer (if any) who is specified in the relevant Pricing Supplement as the stabilising institution or any person acting for him may over-allot or effect transactions with a view to supporting the market price of the Notes of the Series of which such Tranche forms part at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on the stabilising institution to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. Such stabilising shall be in compliance with all applicable laws, regulations and rules. In this Information Memorandum, all references to „5“ or „euro“ are to the Euro. Table of Contents Page Summary of the Debt Issuance Programme and of the Terms and Conditions of the Notes . 4 English Language Issue Procedures . 10 English Language Conditions . 12 German Language Issue Procedures . 33 German Language Conditions . 35 English Language Guarantee and Negative Pledge . 58 German Language Guarantee and Negative Pledge . 61 Form of Pricing Supplement . 64 Deutsche Telekom AG . 77 Incorporation and Seat . 77 Objects........................................................................... 77 Share Capital . 77 Capitalisation . 78 Supervisory Board . 78 Board of Management . 79 General Meeting of Shareholders . 79 Auditors.......................................................................... 79 Fiscal Year . 79 Description of Business . 80 Consolidated Financial Statements of Deutsche Telekom AG. 103 Recent Developments and Outlook . 106 Deutsche Telekom International Finance B.V. 107 Incorporation, Seat and Objects . 107 Share Capital . 107 Capitalisation . 107 Supervisory Board . 108 Board of Management . 108 General Meeting of Shareholders . 108 Auditors . 108 Fiscal Year . 108 Financial Statements of Deutsche Telekom International Finance B.V. 109 Taxation . 110 General Information . 115 Clearing Systems . 115 Selling Restrictions . 115 Use of Proceeds . 118 Listing Information . 118 Authorisation . 119 Documents Incorporated by Reference . 119 Litigation . 120 Material Change . 121 3 Summary of the Debt Issuance Programme and of.