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May 22, 2011
Second step of capital measure to largely reduce SoFFin’s silent participations: Commerzbank sets the conditions of the rights issue
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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.
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.
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.
This publication is intended for information purposes and is neither a prospectus, nor an offer to sell, nor a solicitation of an offer topurchase, 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.