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June 07, 2011

Commerzbank: Capital measure raises an aggregate amount of EUR 11 billion

THIS PRESS 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.

  • Second step of capital measure: Rights issue totalling approximately EUR 5.3 billion
  • Approximately EUR 14.3 billion silent participations of SoFFin are redeemed
  • Martin Blessing: "We are redeeming the silent participations ahead of schedule"
  • Eric Strutz: "We are strengthening our Equity Tier 1 capital and are well prepared for Basel III"


Commerzbank has successfully completed the second step of the capital measure totalling EUR 11 billion that it announced on April 6, 2011. Together with the additional amount of approximately EUR 3.3 billion from excess regulatory capital, Commerzbank is thus redeeming an aggregate amount of EUR 14.3 billion of the silent participations of the Financial Market Stabilisation Fund (SoFFin) through both steps of the capital measure. Within the context of the rights issue announced on May 22, 2011, the Bank has issued a total of 2,435,695,761 new shares, carrying full dividend rights from January 1, 2011. The subscription price amounted to EUR 2.18. Correspondingly, proceeds totalling approximately EUR 5.3 billion were raised. The holders of subscription rights exercised 99.94 % of the subscription rights. 2,434,302,992 new shares were available for subscription. The 1,531,830 not subscribed shares and the residual share amount of 1,392,769 new shares resulting from the application of the subscription ratio have been sold in the market.


"Today, we have finalised the capital measure announced in April 2011 as planned. This allows us to redeem the silent participations ahead of schedule and to a large extent," said Martin Blessing, Chairman of the Board of Managing Directors of Commerzbank. "This was made possible by our functioning business model and the operating profitability of the Bank. The targets of our strategic programme 'Roadmap 2012' remain in place. In addition, thereafter we intend to bring about a further clear increase in profit."


Eric Strutz, CFO of Commerzbank, said: "With the successfully completed capital measure, we are further strengthening our Equity Tier 1 capital in a sustainable and long-term way. We are accordingly well prepared for Basel III. At March 31, 2011, our Core Tier 1 ratio amounted to 9.7 % on a pro forma basis and the Equity Tier 1 ratio amounted to 9.0 %. This includes the profit from the first quarter of 2011, the SoFFin one-off payment, and the transaction costs of the capital measure."


The capital increase was registered in the commercial register (Handelsregister) on June 6, 2011. Today, the new shares will be included in stock exchange trading for the first time. SoFFin is receiving the proceeds raised on the capital market via this step totalling approximately EUR 4.0 billion. Moreover, SoFFin has, as agreed, participated in the rights issue to the full extent to maintain its stake in the share capital of Commerzbank of 25% plus one share. Correspondingly, SoFFin has contributed approximately EUR 1.3 billion of its silent participations against the subscription for new shares. In total, the number of shares issued by Commerzbank amounts to 5,113,429,053 after the closing of the capital measure.


The capital increase with rights issues marked the second step of the capital measure to largely redeem SoFFin¿s silent participations. In the first step of the capital measure in April and May 2011, Commerzbank had already raised proceeds of approximately EUR 5.7 billion. Overall, Commerzbank is reducing 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
Nils Happich +49 69 136 44986



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About Commerzbank

Commerzbank is a leading bank for private and corporate customers in Germany. With the segments Private Customers, 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 above 60 sites in 50 countries and serves more than 14 million private customers as well as one million business and corporate customers worldwide. In 2010 it posted gross revenues of EUR 12.7 billion with some 59,100 employees.


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Disclaimer

This publication serves information purposes and constitutes neither an offer to sell nor a solicitation to buy securities of Commerzbank AG. The new shares offered in connection with the capital increase have already been placed.

This 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 AG 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 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 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 document 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 in-vestment 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 AG (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.

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