23/02/2012
Commerzbank AG / Key word(s): Miscellaneous
23.02.2012 06:52
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 DISTRIBUTION IN THE UNITED STATES OF AMERICA OR TO U.S. PERSONS
Commerzbank enters into agreement on contribution in kind of hybrid capital
equity instruments, subordinated debt securities and other capital
instruments
Commerzbank as part of its capital management has today announced its
intention to exchange selected hybrid capital instruments, subordinated
debt securities and other capital instruments into shares of Commerzbank
AG. For this purpose, Commerzbank has entered into an agreement today with
Goldman Sachs International ('the Offeror'/'Goldman Sachs') pursuant to
which the Offeror may acquire from qualified investors outside the United
States hybrid capital instruments,subordinated debt securities and other
capital instruments issued by Commerzbank AG, by companies of the
Commerzbank Group or by other companies at prices below par. The Offeror
plans to contribute the securities it acquires as a contribution in kind to
Commerzbank in exchange for new shares issued from the authorised capital
('genehmigtes Kapital') of Commerzbank.
In this context, Commerzbank plans a capital increase by means of a
contribution in kind equal to a maximum of 10% minus one share (equalling a
maximum of 511,342,904 shares) of Commerzbank's current subscribed capital
using Commerzbank's authorised capital. The necessary resolutions,
including the ultimate size of the capital increase, are expected to be
adopted by the Board of Managing Directors and the Supervisory Board on
March 2, 2012.
The exchange offer period starts on February 23, 2012 and is expected to
end on March 2, 2012. The intermediary bank for the exchange offer is
Goldman Sachs. Joint Dealer Managers are Citigroup, Commerzbank, Goldman
Sachs and HSBC. The exchange offer will be exclusively made outside the
United States of America to 'qualified investors' within the meaning of the
EU prospectus directive.
By executing this transaction Commerzbank intends to take advantage of a
favourable market opportunity to further improve its capital structure.
Execution of the transaction is expected to lead to a gain in the
consolidated results of the Bank pursuant to IFRS in the first quarter of
2012. If the exchange offer is accepted to the full extent, Commerzbank's
Core Tier 1 capital would be increased by more than EUR 1 billion. Under
this scenario, the full volume of available new Commerzbank shares would be
issued via the capital increase by means of a contribution in kind. The
transfer to Commerzbank of certain securities accepted in the exchange is
expected to have positive effects on Commerzbank's Core Tier 1 capital in
future years. This 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) 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 held by SoFFin is intended to be
converted into 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 offer referred to herein is made exclusively to
'qualified investors' within the meaning of Article 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 are not being 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
23.02.2012 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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