DGAP-News: Commerzbank AG / Key word(s): Corporate Action
Commerzbank AG: Commerzbank finalises first step of corporate action
to largely reduce the silent participations of SoFFin
12.05.2011 / 12:42
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THIS PRESS 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 finalises first step of corporate action to largely reduce the
silent participations of SoFFin
- Exchange of 1,004,149,984 CoMEN into Commerzbank shares effectuated
- SoFFin additionally converts approximately EUR 1.4 billion silent
participations into Commerzbank shares to maintain its shareholding of 25%
plus 1 share
In accordance with the resolution of the Annual General Meeting of
Commerzbank of May 6, 2011 to largely reduce the silent participations of
the Financial Market Stabilisation Fund (SoFFin), 1,004,149,984 Conditional
Mandatory Exchangeable Notes (CoMEN) were exchanged into Commerzbank shares
today. The holders of CoMEN received 1 Commerzbank share for each CoMEN,
carrying full dividend rights from January 1, 2011 onwards. Today, the
exchanged shares were for the first time included in the stock exchange
trading.
The new exchanged shares were created through the conversion of SoFFin
silent participations as planned. In return, SoFFin has received the gross
proceeds from the placement of the CoMEN totalling approximately EUR 4.3
billion. The issue price of the new shares of EUR 4.25 per share was, as
planned, equal to the purchase price of the CoMEN.
The conditional capital necessary to create the exchanged shares totalling
approximately EUR 1.338 billion was already registered in the commercial
register (Handelsregister) on May 9, 2011. Additionally, from this
conditional capital, SoFFin today has converted approximately EUR 1.422
billion silent participations into approximately 334.7 million Commerzbank
shares to maintain its shareholding in the share capital of Commerzbank of
25% plus 1 share. These shares are expected to be admitted to stock
exchange trading on May 13, 2011. With this, the total number of
Commerzbank shares outstanding amounts to approximately 2.7 billion after
the finalisation of the first step of the corporate action.
Through the placement of the CoMEN and their exchange into Commerzbank
shares as well as by the additional conversion of SoFFin silent
participations into Commerzbank shares, Commerzbank has, with the volume of
approximately EUR 5.7 billion in the first step of the corporate action,
already reached more than half of the total target volume of EUR 11.0
billion.
Press contact:
Reiner Rossmann +49 69 136 46646
Maximilian Bicker +49 69 136 28696
Simone Fuchs +49 69 136 44910
*****
About Commerzbank
Commerzbank is a leading bank for private and corporate customers in
Germany. With the segments Private Clients, 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 above 60 sites in
more than 50 countries and serves more than 14 million private clients as
well as one million business and corporate clients worldwide. In 2010 it
posted gross revenues of EUR 12.7 billion with some 59,000 employees.
*****
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
(KaiserstraÃe 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 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 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 document 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
document 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 in-vestment 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 [document] 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 document 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 (Stabilization/Regulation (EC) 2273/2003).
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
End of Corporate News
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12.05.2011 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: 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
WKN: 803200
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, SIX, Stuttgart;
Terminbörse EUREX; London
End of News DGAP News-Service
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124271 12.05.2011
DGAP-News: Commerzbank AG: Commerzbank finalises first step of corporate action to largely reduce the silent participations of SoFFin
| Source: EQS Group AG