Commerzbank AG / Capital Increase 14.05.2013 07:48 Dissemination of a UK Regulatory Announcement, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement.
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THIS AD HOC 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 is beginning with the implementation of the adopted capital increase for the complete and early repayment of the silent participations of the Financial Market Stabilisation Fund (SoFFin) and of Allianz. To this end, the Board of Managing Directors, with the consent of the Supervisory Board, set the subscription price today, as well as further details on the execution of the capital increase with subscription rights. Gross issue proceeds of approximately EUR 2.5 billion are being sought. These are to be used to repay the silent participations of SoFFin in the amount of approximately EUR 1.6 billion and of Allianz in the amount of approximately EUR 750 million. In total, Commerzbank is issuing 555,555,556 new shares, which are endowed with full dividend rights as of January 1, 2013. The subscription price of the new shares is EUR 4.50 per share. The new shares will be offered to the shareholders in the ratio 21 to 20. This means that 21 outstanding shares entitle the holder to subscribe for 20 new shares. The subscription right is excluded with respect to a share fraction of 363,761 new shares. The subscription period will start on May 15, 2013 and will run until May 28, 2013. From May 15, 2013 to May 24, 2013 the subscription rights will be traded on the regulated market (Xetra and Xetra Frankfurt Spezialist; securities identification number CBKBZR) of the Frankfurt Stock Exchange. The new shares will likely be included in stock exchange trading on May 29, 2013. The consortium banks accompanying the offering have undertaken to assume the shares which are not allotted by SoFFin's subscription rights in full and under customary market conditions and to thereby guarantee the targeted issue proceeds. The bank consortium is headed by the joint global coordinators and joint bookrunners Commerzbank and Deutsche Bank as well as the joint bookrunners Citi and HSBC. ***** 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 Aktiengesellschaft (Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website of COMMERZBANK Aktiengesellschaft 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 ad hoc 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 Aktiengesellschaft 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 Aktiengesellschaft 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 ad hoc 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 ad hoc release 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 investment 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 Aktiengesellschaft. This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. In this release, these statements concern the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of Commerzbank as well as expected future financial results, restructuring costs and other financial developments and information. These forward-looking statements are based on the 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. Such factors include the conditions in the financial markets in Germany, in Poland, elsewhere in Europe and other regions from which Commerzbank derives a substantial portion of its revenues and in which Commerzbank holds a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of Commerzbank's strategic initiatives, the reliability of Commerzbank's risk management policies, procedures and methods, and other risks. Forward-looking statements therefore speak only as of the date they are made. 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 14.05.2013 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: DE000CBK1001 Indices: DAX, CDAX, HDAX, PRIMEALL Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse EUREX; London, SIX Category Code: MSC LSE Ticker: CZB Sequence Number: 1448 Time of Receipt: May 14, 2013 07:14:54 End of Announcement DGAP News-Service
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THIS AD HOC 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 is beginning with the implementation of the adopted capital increase for the complete and early repayment of the silent participations of the Financial Market Stabilisation Fund (SoFFin) and of Allianz. To this end, the Board of Managing Directors, with the consent of the Supervisory Board, set the subscription price today, as well as further details on the execution of the capital increase with subscription rights. Gross issue proceeds of approximately EUR 2.5 billion are being sought. These are to be used to repay the silent participations of SoFFin in the amount of approximately EUR 1.6 billion and of Allianz in the amount of approximately EUR 750 million. In total, Commerzbank is issuing 555,555,556 new shares, which are endowed with full dividend rights as of January 1, 2013. The subscription price of the new shares is EUR 4.50 per share. The new shares will be offered to the shareholders in the ratio 21 to 20. This means that 21 outstanding shares entitle the holder to subscribe for 20 new shares. The subscription right is excluded with respect to a share fraction of 363,761 new shares. The subscription period will start on May 15, 2013 and will run until May 28, 2013. From May 15, 2013 to May 24, 2013 the subscription rights will be traded on the regulated market (Xetra and Xetra Frankfurt Spezialist; securities identification number CBKBZR) of the Frankfurt Stock Exchange. The new shares will likely be included in stock exchange trading on May 29, 2013. The consortium banks accompanying the offering have undertaken to assume the shares which are not allotted by SoFFin's subscription rights in full and under customary market conditions and to thereby guarantee the targeted issue proceeds. The bank consortium is headed by the joint global coordinators and joint bookrunners Commerzbank and Deutsche Bank as well as the joint bookrunners Citi and HSBC. ***** 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 Aktiengesellschaft (Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website of COMMERZBANK Aktiengesellschaft 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 ad hoc 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 Aktiengesellschaft 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 Aktiengesellschaft 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 ad hoc 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 ad hoc release 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 investment 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 Aktiengesellschaft. This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. In this release, these statements concern the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of Commerzbank as well as expected future financial results, restructuring costs and other financial developments and information. These forward-looking statements are based on the 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. Such factors include the conditions in the financial markets in Germany, in Poland, elsewhere in Europe and other regions from which Commerzbank derives a substantial portion of its revenues and in which Commerzbank holds a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of Commerzbank's strategic initiatives, the reliability of Commerzbank's risk management policies, procedures and methods, and other risks. Forward-looking statements therefore speak only as of the date they are made. 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 14.05.2013 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: DE000CBK1001 Indices: DAX, CDAX, HDAX, PRIMEALL Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse EUREX; London, SIX Category Code: MSC LSE Ticker: CZB Sequence Number: 1448 Time of Receipt: May 14, 2013 07:14:54 End of Announcement DGAP News-Service
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