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January 21, 2011

Commerzbank finalises measure to optimise its capital structure

Today, as a step in its capital management, Commerzbank’s Board of Managing Directors, with the approval of the Supervisory Board, has completed the capital measure announced on January 13, 2011. In these transactions, Commerzbank’s subscribed capital will be increased by 10% less one share (118,135,291 shares) by means of a contribution in kind using the Bank’s authorised capital; shareholders’ pre-emptive rights were excluded. The new shares are fully underwritten by Credit Suisse Securities (Europe) Limited (“Credit Suisse“) against the contribution of the hybrid equity instruments (Trust Preferred Securities) issued by companies in the Commerzbank group and identified below. The new shares were placed with institutional investors by a syndicate of banks comprising Credit Suisse, Citigroup, Goldman Sachs and UBS on January 13, 2011. The registration of the capital increase in the commercial register is expected soon.

Credit Suisse will contribute the following Trust Preferred Securities in kind to Commerzbank:

  • Commerzbank Capital Funding Trust I (ISIN DE000A0GPYR7) in an aggregate nominal value of
    EUR 355,300,000
  • Commerzbank Capital Funding Trust II (ISIN XS0248611047) in an aggregate nominal value of
    GBP 283,250,000
  • Commerzbank Capital Funding Trust III (ISIN DE000CK45783) in an aggregate nominal value of
    EUR 43,315,000
  • Eurohypo Capital Funding Trust I (ISIN XS0169058012) in an aggregate nominal value of
    EUR 96,338,000
  • Eurohypo Capital Funding Trust II (ISIN DE000A0DZJZ7) in an aggregate nominal value of
    EUR 79,904,000

The German Financial Market Stabilisation Fund (SoFFin) intends to continue to maintain its equity interest ratio in Commerzbank (25% plus one share). For this purpose, a corresponding portion of the silent participations held by SoFFin is intended to be converted into shares, using the conditional capital authorized in the 2009 Annual General Meeting of shareholders.

This transaction marks an important step in optimising Commerzbank's capital structure. The transaction will have a one-off positive effect of more than EUR 300 million on the pre-tax result of Commerzbank pursuant to IFRS; it will not have any noticeable impact on the Bank's Tier 1 capital ratio, but it will result in an increase of Core Tier 1 capital.

Press contact:
Reiner Rossmann +49 69 136 46646
Maximilian Bicker +49 69 136 28696


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Disclaimer
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.

This release does not constitute an offer to sell or a solicitation of an offer to buy shares of Commerzbank. Shares of Commerzbank 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. Commerzbank does not intend to conduct a public offering of shares in the United States.

Contact

kontakt

pressestelle@ commerzbank.com

Phone:
+49(0)69-136-22830

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