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April 13, 2011
With a total of EUR 5.7 bn the first step accounts for more than half of the total target volume of EUR 11.0 bn
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's first step of the transaction to redeem the majority of the silent participations of the Financial Market Stabilisation Fund (SoFFin) accounts for a total of EUR 5.7 bn. This corresponds to more than half of the total target volume of EUR 11.0 bn for both steps of the corporate action.
Totalling approximately EUR 4.3 billion, the gross proceeds from the placement considerably exceed the target volume of approximately EUR 2.6 billion to approximately EUR 3.4 billion. In order to maintain its shareholding of 25 % plus 1 share, SoFFin will convert additional approximately EUR 1.4 billion of silent participations into shares.
The CoMEN were offered to institutional investors by way of a book building process. Commerzbank successfully placed all 1,004,149,984 Conditional Mandatory Exchangeable Notes (CoMEN). The purchase price was set at EUR 4.25 per CoMEN. The Bank's shareholders could purchase one CoMEN for each share by exercising their purchase rights. Approximately 22 % of the purchase rights were exercised. The CoMEN are to be listed on the Frankfurt Stock Exchange and on the Xetra trading system as of April 18, 2011.
Each CoMEN - subject to the occurrence of certain conditions - is to be exchanged for 1 Commerzbank share carrying full dividend rights from January 1, 2011 onwards, following the Annual General Meeting (AGM) of the Bank to be convened for May 6, 2011. The 1,004,149,984 shares necessary are to be created mid-May 2011 from conditional capital to be approved by the AGM through the conversion of silent participations of SoFFin. In return, SoFFin receives the gross proceeds from the placement of the CoMEN.
Commerzbank AG
Kaiserplatz
60261 Frankfurt am Main
Germany
ISIN: DE0008032004
WKN: 803200
Listed
Regulated market in Berlin, Duesseldorf, Frankfurt (Prime Standard), Hamburg, Hannover, Munich, Stuttgart; EUREX; London, SIX
The International Securities Identification Numbers (ISINs) of further financial instruments issued by Commerzbank AG, and admitted to trading on a domestic organized market or for which such admission has been applied for, are available Commerzbank's Investor Relations website under www.commerzbank.com
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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) of the 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 (Stabilisation/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.
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