05/03/2012
Commerzbank AG / Key word(s): Corporate Action/Miscellaneous
05.03.2012 08:16
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.
---------------------------------------------------------------------------
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR TO U.S. PERSONS
Commerzbank receives hybrid capital instruments, subordinated debt
securities and other capital instruments with an aggregate principal amount
of EUR 965 m as contribution in kind in exchange for 360,509,967 new shares
issued from authorised capital
As part of its capital management, Commerzbank's Board of Managing
Directors, with the approval of the Supervisory Board, has resolved upon
the details of the capital measure announced on February 23, 2012. In this
connection, the subscribed capital of Commerzbank will be increased by 7 %
(360,509,967 shares) using the Bank's authorised capital ('genehmigtes
Kapital'); shareholders' pre-emptive rights were excluded.
The selected securities to be contributed to Commerzbank comprise hybrid
capital instruments, subordinated debt securities and other capital
instruments issued by Commerzbank and other companies with an aggregate
principal amount of EUR 965 million. To enable an efficient acquisition of
these capital instruments, Goldman Sachs International ('Goldman Sachs')
will intermediate this transaction and acquire these securities as offeror
from qualified investors outside the United States for the purpose of
exchange against new Commerzbank shares. Goldman Sachs will therefore also
subscribe for 360,509,967 new Commerzbank shares against the contribution
in kind of the acquired capital instruments to Commerzbank. The investors
will therefore receive a total number of 360,509,967 Commerzbank shares
from Goldman Sachs.
The transaction will lead to a post-tax positive effect of EUR 87 million
in the consolidated results of Commerzbank pursuant to IFRS and will
increase the Core Tier 1 capital by EUR 776 million in the first half of
2012. In addition, the transaction will have an aggregate positive effect
of EUR 484 million on the pre-tax result of Commerzbank pursuant to IFRS
through December 31, 2017. This is due to reduced coupon payment
obligations (subject to the fulfilment of the conditions for coupon
payments for the respective capital instruments) on the remaining aggregate
principal amount of the capital instruments after the transaction and due
to specific effects under IFRS for certain securities accepted in the
exchange. The latter is due to the resulting adjustment of the purchase
price allocation of the assets and liabilities of the former Dresdner Bank
which included these securities.
The German Financial Market Stabilisation Fund (SoFFin) will continue to
maintain its equity interest ratio in Commerzbank (25% plus one share) upon
completion of the transaction. For this purpose it has been agreed, that a
corresponding portion of the silent participation held by SoFFin will be
converted into 120,169,989 shares, using the conditional capital authorised
in the 2011 Annual General Meeting of shareholders.
IMPORTANT NOTICE
This document does not constitute an offer of securities in any
jurisdiction where such offer would be unlawful.
In the European Economic Area, the exchange offers referred to herein were
made exclusively to 'qualified investors' within the meaning of Article
2(1)(e) of the Prospectus Directive. Qualified investors include (a) legal
entities that are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is
solely to invest in securities; or (b) legal entities which have two or
more of (i) an average of at least 250 employees during the last financial
year; (ii) a total balance sheet of more than EUR 43,000,000; and (iii) an
annual net turnover of more than EUR 50,000,000 as shown in their last
annual or consolidated accounts.
The exchange offers described herein were not made, and will not be made,
directly or indirectly in or into, or by use of the mail of, or by any
means or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
Accordingly, copies of this release and any other documents or materials
relating to such exchange offers are not being, and must not be, directly
or indirectly mailed or otherwise transmitted, distributed or forwarded in
or into the United States. These materials do not contain or constitute an
offer for sale or the solicitation of an offer to purchase securities in
the United States. The securities referred to herein have not been and will
not be registered under the US Securities Act of 1933, as amended (the
'Securities Act'), and may not be offered or sold in the United States
absent registration under the Securities Act or pursuant to an available
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Commerzbank does not intend to conduct
a public offering of shares in the United States.
This release contains statements concerning the expected future business of
Commerzbank, efficiency gains and expected synergies, expected growth
prospects and other opportunities for an increase in value of the company
as well as expected future net income per share, restructuring costs and
other financial developments and information. These forward-looking
statements are based on 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.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
05.03.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
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
---------------------------------------------------------------------------
