DGAP-UK Regulatory Service: Commerzbank AG / Miscellaneous
Commerzbank plans measure to improve its capital structure and to
strengthen its
23.02.2012 / 06:58
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NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR TO U.S. PERSONS
Commerzbank plans measure to improve its capital structure and to
strengthen its
Core Tier 1 capital
- Commerzbank plans contribution in kind of hybrid capital instruments,
subordinated debt securities and other capital instruments in exchange
for a maximum amount of 511,342,904 new shares issued from authorised
capital
- If exchange offer is accepted to the full extent, Commerzbank's Core
Tier 1 capital would be increased by more than EUR 1 billion
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 (HT1 Funding GmbH and UT2 Funding
p.l.c.) at prices below par and to be settled with Commerzbank shares.
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. There will
not be a placement of the new shares with investors, as qualified holders
of the selected securities will receive the shares directly in exchange for
the securities tendered. The securities comprise hybrid capital instruments
(Trust Preferred Securities, Tier 1 capital) and subordinated debt
securities (Lower Tier 2 capital) issued by companies of the Commerzbank
Group as well as the Tier 1 capital securities issued by HT1 Funding GmbH
and the Dated Upper Tier 2 Capital securities issued by UT2 Funding p.l.c.
Commerzbank has agreed with these two companies that the amounts of the
contributions in kind of these securities will be applied to reduce the
nominal amount of the silent participation in Commerzbank of HT1 Funding
GmbH and the Cumulative Profit Participation Securities of Commerzbank held
by UT2 Funding p.l.c.
In this context Commerzbank plans a capital increase by means of a
contribution in kind of 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 transaction is not part of the measures announced on
January 19, 2012 to fulfil the additional capital requirements of the
European Banking Authority (EBA), nor is the transaction necessary to
achieve this goal. However, execution of the transaction will further
strengthen Commerzbank's Core Tier 1 capital. This will support Commerzbank
in reducing the remaining capital requirements set by EBA more quickly.
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 Commerzbank 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 assuming the XETRA closing price of the Commerzbank share on
February 22, 2012 as a calculation basis. 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.
The Offeror will invite the holders of the selected capital instruments
outside the United States of America who are 'qualified investors' within
the meaning of the EU Prospectus Directive to submit tenders to the Offeror
to exchange the selected securities at the respective fixed exchange
prices. In return, the holders of the selected securities will receive
Commerzbank shares that will have been issued from authorised capital as a
contribution in kind by the Offeror. The price of these shares will be
determined based on the average of the daily volume weighted average price
in XETRA during the period starting on February 24 and ending on March 2,
2012. In the event that the total volume of securities for which tenders
have been submitted to the Offeror exceeds the authorised capital of
511,342,904 shares, the Offeror will accept the tenders on a pro rata basis
as set forth in the Exchange Offer Memorandum dated February 23, 2012. The
exchange offer period starts on February 23, 2012 and is expected to end on
March 2, 2012 at 2 p.m. CET. Joint Dealer Managers are Citigroup,
Commerzbank, Goldman Sachs and HSBC.
The aggregate principal amount of all capital instruments outstanding and
included in the exchange offer invitation amounts to approximately EUR 3.16
bn.
The exchange offer invitation by the Offeror includes the following hybrid
capital instruments, subordinated debt securities and other capital
instruments:
Instrument / Aggregate Principal Amount outstanding* / ISIN /
Minimum Nominal Amount / Theoretical Purchase Price / Order of
Priority**
Commerzbank Capital Funding Trust I / EUR 189,550,000 / DE000A0GPYR7 /
EUR 50,000 / EUR 31,500 / 1
Commerzbank Capital Funding Trust II / GBP 115,600,000 / XS0248611047
/ GBP 50,000 / GBP 30,500 / 1
UT2 Funding p.l.c. / EUR 750,000,000 / DE000A0GVS76 / EUR 1,000 /
EUR 825 / 2
HT1 Funding GmbH / EUR 1,000,000,000 / DE000A0KAAA7 / EUR 1,000 /
EUR 710 / 3
Eurohypo Capital Funding Trust I / EUR 306,425,000 / XS0169058012 /
EUR 1,000 / EUR 690 / 4
Lower-Tier-2-Anleihe (bearer bond) / EUR 502,150,000 / DE000CB07899 /
EUR 50,000 / EUR 41,000*** / 5
Lower-Tier-2-Anleihe (bearer bond) / EUR 272,850,000 / DE000CB8AUX7 /
EUR 50,000 / EUR 42,500*** / 5
* Trust Preferred Securities currently outstanding and not held within the
Commerzbank Group.
** Acceptance of securities tendered will be in accordance with this order
of priority.
*** Plus accrued and unpaid interest to be paid in cash pursuant to the
Exchange Offer Memorandum.
Press contact:
Simon Steiner +49 69 136 46646
Maximilian Bicker +49 69 136 28696
*****
About Commerzbank
Commerzbank is a leading bank for private and corporate customers in
Germany. With the segments Private Customers, Mittelstandsbank, Corporates
& Markets, Central & Eastern Europe as well as Asset Based Finance, the
Bank offers its customers an attractive product portfolio, and is a strong
partner for the export-oriented SME sector in Germany and worldwide. With a
future total of some 1,200 branches, Commerzbank has one of the densest
networks of branches among German private banks. It has around 60 sites in
52 countries and serves more than 14 million private clients as well as 1
million business and corporate clients worldwide. In 2011, it posted gross
revenues of EUR 9.9 billion with 58,160 employees.
*****
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
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February 23, 2012 00:58 ET (05:58 GMT)
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