Commerzbank AG / Miscellaneous/Capital Reorganisation
07.05.2009
Release of a UK Regulatory Announcement, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
Commerzbank: EU Commission gives go-ahead for injection of equity capital
- Silent participation of EUR 8.2 billion by SoFFin, stake of 25% plus one
share planned
- Key points: Eurohypo disposal, balance sheet reduction, no acquisitions
until April 2012
- Management Board working to finalise SoFFin agreement, Supervisory Board
yet to approve
Today, the EU Commission has given the go-ahead for the implementation of
the understanding reached in January 2009 between Commerzbank and the
Finanzmarktstabilisierungsfonds (Financial Market Stabilization Fund,
SoFFin). This clears the way for the planned EUR 10 billion increase in the
new Commerzbank's core capital (Tier 1). Taking into account this
additional equity capital, the core capital ratio (Tier 1 ratio) stands at
approximately 10% as of March 31, 2009. Commerzbank's Board of Managing
Directors is working to finalise the agreements with SoFFin and has asked
the Supervisory Board for agreement in its meeting held today.
Interest of 9% p.a. will be paid on the EUR 8.2 billion silent
participation. It will be redeemed at face value. In years in which a
dividend is paid out, the interest rate will increase by 0.01 percentage
points for every EUR 5.9 million cash dividend paid. Condition for the
silent participation is a 25% (+ 1 share) stake for SoFFin in Commerzbank.
The respective shares shall be irrevocably offered to SoFFin by means of
new shares.The respective capital increase is subject to approval by
Commerzbank's shareholders at its Annual Meeting scheduled for May 15,
2009. The new shares will be issued at EUR 6 each.
As part of the agreements, Commerzbank will dispose of Eurohypo within the
next five years. In addition, the Bank plans to divest Kleinwort Benson
Private Bank, Dresdner Van Moer Courtens S.A, Dresdner VPV NV, Privatinvest
Bank AG, Reuschel & Co. KG and Allianz Dresdner Bauspar AG by the end of
2011. The Bank will not undertake any acquisitions over the course of the
three years to come. Additionally, Commerzbank will reduce its total
assets. As of December 31, 2008, balance sheet total (including Dresdner
Bank) stood at around EUR 1,100 billion. Until 2012, the balance sheet
total will be reduced to EUR 900 million and, following the divestment of
Eurohypo, to approximately EUR 600 billion. Furthermore, general
competitive requirements are tied in to the EU's decision approval,
including a 'no price leadership commitment'.
In line with the agreement already made with SoFFin, Commerzbank will not
pay out any dividends in 2009. For the fiscal years 2009 and 2010,
respectively, Commerzbank will only grant profit-related payments, if any,
to equity related instruments such as silent participations, hybrids and
profit-participation certificates if Commerzbank is obliged to do so
without reversing accruals or special reserves (Sonderposten according to §
340g German Commercial Code). This principle also applies to its
subsidiaries. A list of financial instruments throughout the entire Group
which are traded on a regulated market and may be affected by this can be
found at
www.commerzbank.de/en/hauptnavigation/aktionaere/nachrichten/ir-nachrichte
n.html. If necessary and permitted by law, Commerzbank will liquidate
reserves for the fiscal years 2009 and 2010 in order to prevent a reduction
in the book value of its equity related instruments. The same applies for
special reserves (Sonderposten according to § 340g German Commercial Code).
*****
This release contains statements concerning the expected future business of
Commerzbank and other financial data. 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.
This release does not constitute an offer to sell or a solicitation of an
offer to buy shares of Commerzbank. Shares of Commerzbank 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. Commerzbank does not intend to conduct a public offering of shares
in the United States.
Contact:
Commerzbank AG
Group Communications
Tel.: +49 69 136 - 22830
mediarelations@commerzbank.com
DGAP 07.05.2009
---------------------------------------------------------------------------
Language: English
Issuer: Commerzbank AG
Kaiserplatz
60261 Frankfurt am Main
Deutschland
Phone: +49 (069) 136 20
Fax: -
E-mail: ir@commerzbank.com
Internet: www.commerzbank.de
ISIN: DE0008032004
Indices: DAX, CDAX, HDAX, PRIMEALL
Listed: Regulierter Markt in Berlin, Frankfurt (Prime
Standard), Hannover, München, Hamburg, Düsseldorf,
Stuttgart; Terminbörse EUREX; Foreign Exchange(s)
London, SWX
Category Code: MSC
LSE Ticker: czb
Sequence Number: 185
Time of Receipt: May 07, 2009 12:20:03
End of News DGAP News-Service
---------------------------------------------------------------------------
DGAP-UK-Regulatory: Commerzbank: EU Commission gives go-ahead for injection of equity capital
| Source: EQS Group AG