13/03/2013
Commerzbank AG / Key word(s): Capital Increase
13.03.2013 11:08
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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THIS AD HOC RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT BEING
ISSUED AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA, CANADA,
JAPAN OR AUSTRALIA.
Commerzbank is planning an early repayment in full of the silent
participations of the Financial Market Stabilization Fund (SoFFin) of about
EUR 1.6 billion and Allianz of EUR 750 million. To this end Commerzbank is
planning a combined cash capital increase/capital increase against
contributions in kind with subscription rights in the amount of EUR 2.5
billion. SoFFin intends to support the transaction by exercising its
subscription rights in full and, in proportion to its stake in Commerzbank,
contributing silent participations in the amount of approximately EUR 625
million for shares. On behalf of SoFFin, the consortium of banks will, at
the beginning of the subscription period, place with investors
approximately EUR 625 million worth of Commerzbank shares out of SoFFin's
holdings. This is intended to ensure that the sales proceeds correspond to
the volume of the silent participations used in exercising the subscription
rights. SoFFin will thereby participate in the capital increase without
investing new capital. SoFFin will be repaid the remaining volume of its
silent participation out of the proceeds of the cash capital increase. If,
as intended, the Commerzbank shares from SoFFin's holding are placed with
investors and the subscription rights of SoFFin are fully exercised,
SoFFin's shareholding following the transaction is expected to fall below
20 %. SoFFin and Commerzbank intend to commit themselves not to sell or
issue any shares in the 180-day period following the execution of the
transaction.
The capital increase is to be adopted by the annual general meeting of
Commerzbank, which is being brought forward from May 22, 2013 to April 19,
2013. The regulatory capital structure of Commerzbank will be considerably
improved by this transaction. The fully phased-in Basel 3 Common Equity
Tier 1 ratio will increase as a result of this the transaction from 7.6 %
as of year-end 2012 to 8.6 % on a pro forma basis as of that date.
During the financial crisis, the Federal Republic supported Commerzbank
with silent participations totaling EUR 16.4 billion in two steps in 2008
and 2009. The Bank has already repaid EUR 14.3 billion of this amount in
2011 together with a one-time payment of EUR 1.03 billion. With the
announced repayment of the remaining EUR 1.6 billion, the silent
participations of the Federal Republic will be repaid in full.
As initial step in the implementation of the planned transaction the annual
general meeting of Commerzbank is to decide on a capital reduction through
the consolidation of shares in a ratio of 10:1. The consolidation of shares
will cause the number of shares outstanding prior to the capital increase
to decrease from 5.83 billion shares to 583 million shares. The stock
consolidation and subsequent capital reduction have no impact on the amount
of balance sheet equity capital of Commerzbank. They will, however, reduce
execution risk for the capital increase. In a second step a resolution is
to be adopted on the combined cash capital increase/capital increase
against contributions in kind. In the context of the cash capital increase,
existing shareholders of Commerzbank will receive subscription rights to
ensure that they are able to maintain their stake in Commerzbank through
the purchase of new shares. The newly issued shares will have full dividend
rights as of January 1, 2013. The full agenda of the general meeting, which
will also include the wording of the proposed resolutions for the capital
measures, will be published on March 18, 2013.
Deutsche Bank, Citi and HSBC have, on customary market conditions, agreed
to underwrite the entire volume of the capital increase totalling EUR 2.5
billion.
The execution of the transaction is planned for mid-May to beginning of
June 2013. The Board of Managing Directors of Commerzbank will decide on
the subscription price, the subscription ratio and the number of new shares
to be issued, as well as on further details of the capital increase, with
the consent of the Supervisory Board at a later point in time.
****
Disclaimer
The information contained herein serves information purposes and does not
constitute a prospectus or any offer for sale or subscription of or
solicitation or invitation of any offer to buy or subscribe for any
securities for the purposes of EU Directive 2003/71/EC. Securities will
solely be offered on the basis of a prospectus or other offering circular
to be issued by the company in connection with such offering. Subject to
approval by the German Federal Financial Services Supervisory Authority, a
prospectus will be available free of charge from COMMERZBANK AG
(Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website
of COMMERZBANK AG under www.commerzbank.com. The securities will be offered
exclusively on the basis of the prospectus required to be approved by the
Federal Financial Services Supervisory Authority.
This ad hoc release does not constitute an offer to sell securities, or a
solicitation of an offer to buy securities, in the United States of
America. Securities may not be offered or sold in the United States of
America absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the 'Securities Act'). The
securities of COMMERZBANK AG described herein have not been and will not be
registered under the Securities Act, or the laws of any State, and may not
be offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable State laws. COMMERZBANK
AG 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.
This ad hoc release is for information purposes only and does not
constitute an offer document or an offer of transferable securities to the
public in the U.K. to which section 85 of the Financial Services and
Markets Act 2000 of the U.K. ('FSMA') applies and should not be considered
as a recommendation that any person should subscribe for or purchase any of
the Securities. The Securities will not be offered or sold to any person
in the U.K. except in circumstances which have not resulted and will not
result in an offer to the public in the U.K. in contravention of section
85(1) of FSMA.
The communication of this ad hoc release is restricted by law; it is not
intended for distribution to, or use by any person in, any jurisdiction
where such distribution or use would be contrary to local law or
regulation.
This ad hoc release is not being distributed by, nor has it been approved
for the purposes of section 21 of FSMA by, a person authorised under FSMA.
This document is being communicated only at (I) persons who are outside the
United Kingdom (II) to investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the 'Order') or (III) high net worth companies and
other persons within the categories described in Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as 'Relevant
Persons').
Any person who is not a Relevant Person should not act or rely on this ad
hoc release or any of its contents. The Securities are available only to,
and any invitation, offer or agreement to purchase will be engaged in only
with Relevant Persons. Persons in possession of this ad hoc release are
required to inform themselves of any relevant restrictions. No part of this
document should be published, reproduced, distributed or otherwise made
available in whole or in part to any other person without the prior written
consent of COMMERZBANK AG.
This release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts. In this release,
these statements concern the expected future business of Commerzbank,
efficiency gains and expected synergies, expected growth prospects and
other opportunities for an increase in value of Commerzbank as well as
expected future financial results, restructuring costs and other financial
developments and information. These forward-looking statements are based on
the management's current expectations, estimates and projections. They are
subject to a number of assumptions and involve known and unknown risks,
uncertainties and other factors that may cause actual results and
developments to differ materially from any future results and developments
expressed or implied by such forward-looking statements. Such factors
include the conditions in the financial markets in Germany, in Poland,
elsewhere in Europe and other regions from which Commerzbank derives a
substantial portion of its revenues and in which Commerzbank holds a
substantial portion of its assets, the development of asset prices and
market volatility, potential defaults of borrowers or trading
counterparties, the implementation of Commerzbank's strategic initiatives,
the reliability of Commerzbank's risk management policies, procedures and
methods, and other risks. Forward-looking statements therefore speak only
as of the date they are made. Commerzbank has no obligation to periodically
update or release any revisions to the forward-looking statements contained
in this release to reflect events or circumstances after the date of this
release.
Contact:
Commerzbank AG
Group Communications
Tel.: +49 69 136 - 22830
mediarelations@commerzbank.com
13.03.2013 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: 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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