27/06/2012
Commerzbank AG / Key word(s): Corporate Action/Transaction in Own Shares
27.06.2012 19:30
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
Commerzbank AG: Increase in subscribed capital against contribution in kind
and coordinated sales transaction in the framework of the payment of
variable remuneration in shares
As announced in January 2012 Commerzbank will satisfy EUR 213.8 million of
the individual variable remuneration entitlements of its non-pay-scale
employees for 2011 in shares of Commerzbank AG. The Board of Managing
Directors of Commerzbank has with the approval of the Supervisory Board,
therefore, today adopted a resolution on the execution of the capital
increase against contribution in kind. According to this the subscribed
capital of Commerzbank is to be increased from EUR 5,594,109,009 by
approximately EUR 176.5 million, i.e. by approximately 3.2%, to
approximately EUR 5.77 billion using authorised capital through the issue
of approximately 176.5 million new shares against contribution in kind with
the exclusion of the shareholders' pre-emptive rights. The contribution in
kind is formed by the entitlements of employees of the Commerzbank Group
from the variable remuneration for the 2011 business year with a nominal
value of EUR 213.8 million. The final number of the shares to be issued
will most likely be determined by the Board of Managing Directors of
Commerzbank with the approval of the Supervisory Board on June 28, 2012.
The measure strengthens the Core Tier 1 capital of the Bank in the light of
the stricter regulatory requirements of Basel 3.
In this context, Commerzbank AG and Deutsche Bank AG as Joint Bookrunner
will sell approximately 128.3 million of the newly-issued shares to
institutional investors in the framework of a coordinated sales
transaction. The proceeds are received by those employees of Commerzbank
Group who have made their shares available for the placement.
Commerzbank and Deutsche Bank will start to approach relevant investors
already today, June 27, 2012. The registration of the execution of the
capital increase in the Commercial Register is expected for June 29, 2012.
The new shares are expected to be included in stock exchange trading for
the first time on July 2, 2012.
The German Financial Market Stabilisation Fund (SoFFin) intends to continue
to maintain its equity interest ratio in Commerzbank (25% plus one share)
upon completion of the transaction. For this purpose, a corresponding
portion of the silent participation is intended to be converted into
shares, using the conditional capital authorised in the 2011 Annual General
Shareholders' Meeting.
*****
Disclaimer
This release does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person
in Australia, Canada, Japan, or the United States of America or in any
jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to herein may not be offered or sold in the United
States absent registration under the U.S. Securities Act of 1933, as
amended (the 'Securities Act') or another exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. Subject to certain exceptions, the securities referred to herein may
not be offered or sold in Australia, Canada or Japan or to, or for the
account or benefit of, any national, resident or citizen of Australia,
Canada or Japan. Commerzbank Aktiengesellschaft does not intend to register
any portion of the offering in the United States or conduct a public
offering of securities in the United States The offer and sale of the
securities referred to herein has not been and will not be registered under
the Securities Act or under the applicable securities laws of Australia,
Canada or Japan.
This release and any other documents or materials relating to the
transaction is 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. The communication of such documents
and/or materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion
Order')) or persons who are within Article 43 of the Financial Promotion
Order or any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
This release contains forward-looking statements based on current
expectations and assumptions by the management of Commerzbank
Aktiengesellschaft. Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may result in the
profit situation, profitability, performance or the profit of Commerzbank
Aktiengesellschaft deviating substantially from the profit situation,
profitability, performance or the profit expressly or implicitly assumed or
described in these forward-looking statements. In view of these risks,
uncertainties and other factors, the recipient of this press release should
not inappropriately rely on these forward-looking statements. Commerzbank
Aktiengesellschaft assumes no obligation to update such forward-looking
statements or to make them conform to future events and developments.
Contact:
Commerzbank AG
Group Communications
Tel.: +49 69 136 - 22830
mediarelations@commerzbank.com
27.06.2012 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: Commerzbank AG
Kaiserplatz
60261 Frankfurt am Main
Germany
Phone: +49 (069) 136 20
Fax: -
E-mail: ir@commerzbank.com
Internet: www.commerzbank.de
ISIN: DE0008032004
WKN: 803200
Indices: DAX, CDAX, HDAX, PRIMEALL
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse
EUREX; London, SIX
End of Announcement DGAP News-Service
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