Commerzbank AG

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.

• Subscription price of the new shares from the capital increase is EUR 4.50 per share
• 21 outstanding shares entitle holder to subscribe for 20 new shares
• Number of new shares issued totals 555,555,556, intended gross issue proceeds of approximately EUR 2.5 billion
• Subscription period runs from May 15, 2013 to May 28, 2013
• Transaction leads to significant improvement in capital structure and ability to pay dividends

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 EUR 750 million. As a result of the transaction, the capital structure of Commerzbank and its future ability to pay dividends should improve significantly. 

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 for 363,761new 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.

SoFFin is supporting the transaction by intending to exercise its subscription rights in full, and in accordance with the amount of its shareholding to convert silent participations in the amount of approximately EUR 625 million into shares. Against this background, the joint bookrunners will, as announced, place Commerzbank shares with a value of approximately EUR 625 million from the portfolio of SoFFin on its behalf with investors at the beginning of the subscription period. This is intended to ensure that the sale proceeds from the placement correspond to the volume of the silent participations used to exercise the subscription rights. In this manner SoFFin is participating in full in the capital increase without investing new capital. SoFFin is being repaid the remaining sum of its silent participations from the issue proceeds of the cash capital increase. Upon the conclusion of the transaction, its shareholding in Commerzbank will probably decrease from approximately 25 % at present to less than 20 %.

In the wake of the financial crisis, in the years 2008 and 2009 the Federal Republic of Germany supported Commerzbank in two stages with silent participations totalling EUR 16.4 billion. Of this sum the Bank already redeemed EUR 14.3 billion in 2011 – plus a one-off payment of just over EUR 1.0 billion. At the Annual General Meeting on April 19, 2013 the shareholders of Commerzbank AG adopted a resolution by a large majority to repay in full the outstanding silent participations of SoFFin and of Allianz through a combined cash capital increase/capital increase through contributions in kind. Thus the Bank is repaying more quickly than planned all those elements of the state support which it can redeem itself. As at the same time the shareholding of SoFFin in Commerzbank is decreasing, the transaction marks the beginning of the federal government’s exit from Commerzbank. Furthermore, the capital structure of the Bank is improving considerably. The Common Equity Tier 1 ratio which would be valid under full application of Basel 3 is expected to increase as a result of the transaction from 7.5 % as of the end of the first quarter of 2013 to 8.4 % (pro forma as of the end of the first quarter of 2013). The Bank continues to aspire to a Common Equity Tier 1 ratio of 9 % under full application of Basel 3 by the end of 2014.

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Press contact:

Simon Steiner               +49 69 136 46646
Nils Happich                 +49 69 136 44986
Karsten Swoboda         +49 69 136 22339

 

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About Commerzbank

Commerzbank is a leading bank in Germany and Poland. It is also present worldwide in all markets for its customers as a partner to the business world. With the business areas Private Customers, Mittelstandsbank, Corporates & Markets and Central & Eastern Europe, it offers its private and corporate clients as well as institutional investors the banking and capital market services they need. With some 1,200 branches Commerzbank has one of the densest branch networks among German private banks. In total, Commerzbank boasts nearly 15 million private customers, as well as 1 million business and corporate clients. In 2012, it generated revenues of just under EUR 10 billion with approximately 56,000 employees on average.

 

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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 press 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 press 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 press 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.