DGAP-News: Commerzbank AG / Key word(s): Capital Increase
Commerzbank AG:
22.05.2011 / 18:49
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THIS PRESS RELESE AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR
DISTRIBUTION INTO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR
AUSTRALIA.
Second step of capital measure to largely reduce SoFFin's silent
participations: Commerzbank sets the conditions of the rights issue
In accordance with the resolution of Commerzbank's Annual General Meeting
of May 6, 2011 to largely repay the silent participations of the Financial
Market Stabilisation Fund (SoFFin), Commerzbank's Board of Managing
Directors has, with the approval of the Supervisory Board, today set the
subscription price and the further execution details of the rights issue.
The rights issue is expected to raise total proceeds of approximately EUR
5.3 billion. This includes SoFFin's participation by means of the partial
contribution of its silent participations.
A total of 2,435,695,761 new Commerzbank shares will be issued, carrying
full dividend rights from January 1, 2011. The subscription price for the
new shares from the rights issue is EUR 2.18. The new shares will be
offered to the shareholders for subscription at a subscription ratio of
11:10. Correspondingly, 11 existing shares entitle the holder to subscribe
for 10 new shares. Subscription rights are excluded for the residual share
amount of 1,392,769 new shares resulting from the application of the
subscription ratio. The subscription for one single new share or for
integral multiples of a single share is possible. The subscription period
will begin on May 24, 2011 and is expected to end on June 6, 2011 (both
dates inclusive). The subscription rights for the new shares will be traded
on the regulated market (XETRA and XETRA Frankfurt Spezialist) on the
Frankfurt stock exchange between May 24, 2011 and June 1, 2011 (both dates
inclusive). The new shares are expected to be included in stock exchange
trading on June 7, 2011.
An international syndicate of banks has undertaken on customary market
conditions to underwrite the proceeds of approximately EUR 4.0 billion,
intended to be raised on the capital markets. The syndicate will be led by
the global coordinators Commerzbank, Deutsche Bank, J.P. Morgan and Citi.
The other joint bookrunners are Goldman Sachs, HSBC, ING and UBS.
SoFFin will participate in the rights issue to the full extent so as to
maintain its stake in the share capital of Commerzbank of 25% plus one
share. Correspondingly, in accordance with the resolution of the Annual
General Meeting, SoFFin will contribute approximately EUR 1.3 billion of
its silent participations against the subscription of new shares. In
addition, Allianz has informed Commerzbank that it will fully participate
in the rights issue.
The rights issue marks the second step of the capital measure to reduce
SoFFin's silent participations by a total of approximately EUR 14.3
billion. In the first step of the capital measure in April and May 2011,
Commerzbank raised proceeds of approximately EUR 5.7 billion through the
placement of Conditional Mandatory Exchangeable Notes (CoMEN) and their
exchange for shares, as well as through the additional conversion of
SoFFin's silent participations. SoFFin will receive the cash proceeds from
the placement of the CoMEN and from the rights issue totalling
approximately EUR 8.3 billion. In the course of the overall transaction,
Commerzbank is also, as announced, redeeming SoFFin's silent participations
in the further amount of approximately EUR 3.3 billion from excess
regulatory capital. Together with the two steps of the capital measure,
this reduces SoFFin's silent participations, which formerly totalled EUR
16.2 billion, by approximately EUR 14.3 billion. The bank intends to repay
the remaining silent participations of approximately EUR 1.9 billion from
future excess regulatory capital by 2014 at the latest.
Press contact:
Reiner Rossmann +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 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 around 60 sites in
50 countries and serves approximately 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 59,100 employees.
*****
Disclaimer
This publication is intended for information purposes and is neither a
prospectus, nor an offer to sell, nor a solicitation of an offer to
purchase, nor an invitation to purchase or subscribe to securities of
Commerzbank AG. The offering will be conducted solely through and on the
basis of the approved and publicized Prospectus (comprising a Registration
Document, a Securities Note, a Summary as well as any Supplements thereto;
together, the 'Prospectus'). An investment decision in respect of the
publicly offered securities of Commerzbank AG should only be made on the
basis of the Prospectus. The Prospectus is available free of charge at
Commerzbank AG (Kaiserstrasse 16 (Kaiserplatz), 60311 Frankfurt am Main)
and on the website of Commerzbank AG at www.commerzbank.com.
This release does not constitute an offer to sell or a solicitation of an
offer to purchase any securities in the United States. The securities of
Commerzbank AG referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or
the laws of any state within the United States, and may not be offered or
sold in the United States absent exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or the laws
of any state within the United States. 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 only
directed at (I) persons who are outside the United Kingdom, (II) investment
professionals falling within Article 19(5) oft he Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (III)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within 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 release or any of
its contents. Any investment or investment activity to which this release
relates is available only to and will be engaged in only with relevant
persons (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.
End of Corporate News
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22.05.2011 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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125594 22.05.2011
DGAP-News: Commerzbank AG:
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