DGAP-News: Commerzbank AG
(firmenpresse) - DGAP-News: Commerzbank AG / Key word(s): Corporate Action/Capital
Increase
Commerzbank AG
06.04.2011 / 07:26
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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.
Commerzbank intends to largely reduce the silent participations of SoFFin
- Redemption of some EUR 14.3 bn of the SoFFin silent participations of EUR
16.2 bn until June 2011
- EUR 11.0 bn from capital increases, an additional EUR 3.27 bn from own
funds
- Conditional Mandatory Exchangeable Notes (first step), capital increase
with subscription rights (second step)
- SoFFin stake after completion of the capital measure unchanged at 25 %
plus 1 share
- Core Tier 1 ratio after redemption 8.8 %, Equity Tier 1 ratio 8.0 % (on a
pro forma basis)
Commerzbank plans to reduce the silent participations of the Financial
Market Stabilization Fund (SoFFin) totalling EUR 16.2 billion by around EUR
14.3 billion until June 2011, and thus to repay them to a large extent. A
package for corporate action is foreseen which aims to attract new
investors, safeguard the interests of the current shareholders, and
guarantee the greatest-possible transaction certainty.
As a first step, Conditional Mandatory Exchangeable Notes (CoMEN) are to be
placed through a book building process from April 6, 2011 onwards. After
the occurrence of certain conditions, the CoMEN are to be exchanged for
Commerzbank shares following the Annual General Meeting (AGM) in May 2011.
The new shares necessary are to be created from new conditional capital
through the conversion of silent participations of SoFFin. In return,
SoFFin will receive the gross proceeds from the placement of the CoMEN. In
order to maintain its shareholding of 25% plus 1 share SoFFin will then
convert additional silent participations into shares. The ordinary AGM of
Commerzbank, which has been brought forward from May 18, 2011 to May 6,
2011, is to pass a resolution on the creation of the required conditional
capital.
As a second step, a capital increase with subscription rights is foreseen.
It is to be executed from the end of May to the beginning of June 2011. To
maintain its shareholding of 25% plus 1 share, SoFFin is contributing
silent participations. The resolution required for the capital increase is
also to be passed by the AGM. Some EUR 8.25 billion are to be raised from
the capital markets in the framework of the transaction. In addition,
silent participations of SoFFin to a total of some EUR 2.75 billion will be
converted into Commerzbank shares (first step) or will be contributed to
the rights issue (second step). In total, SoFFin silent participations of
around EUR 11.0 billion are to be redeemed and replaced by the corporate
action to the same amount with Equity Tier 1 capital. Additional SoFFin
silent participations to the amount of EUR 3.27 billion are to be redeemed
from excess regulatory capital.
An international syndicate of banks has undertaken to underwrite the
targeted volume from the capital markets of some EUR 8.25 billion at
customary market conditions; this presupposes that SoFFin participates in
the overall transaction as planned. The syndicate will be lead by the
global coordinators Commerzbank, Deutsche Bank, J.P.Morgan and Citi. Other
joint bookrunners are Goldman Sachs, HSBC, ING and UBS.
'The government reacted courageously and quickly following the Lehman
collapse: It stabilised the banking system and granted interim support. For
this it deserves our respect and thanks,' said Martin Blessing, Chairman of
the Board of Managing Directors of Commerzbank. 'We have returned to
profitability one year earlier than expected, and we are also implementing
the integration of Dresdner Bank in important areas more quickly than
planned. Our business model bears fruit. This gives us the possibility to
redeem the silent participations ahead of schedule and pay off around 90 %
in one transaction. We intend to repay the then remaining sum of about EUR
1.9 billion from future excess regulatory capital by 2014 the latest,' said
Blessing. 'We are keeping our promise of repaying the temporary assistance
from the German government as quickly as possible. The taxpayer is also not
to suffer any loss.' In connection with the redemption of the silent
participations, SoFFin is receiving a one-off payment of EUR 1.03 billion.
Placement of the CoMEN
In a first step, from April 6, 2011 onwards CoMEN totalling from some EUR
2.6 billion to around EUR 3.4 billion are to be placed with national and
international investors by an international syndicate of banks using a book
building process. Investors, who hold Commerzbank shares on April 6, 2011
(close of markets) are granted purchase rights; this means they can
purchase one CoMEN for each share. The purchase period begins on April 7,
2011. SoFFin does not have purchase rights. In order to maintain its stake
of 25% plus 1 share and depending on the volume of the transaction,
however, SoFFin will convert additional silent participations in the amount
of about EUR 0.9 billion to some EUR 1.1 billion into Commerzbank shares.
The bank is endeavouring to place a total of some EUR 3.5 billion to around
EUR 4.5 billion in the first step, but a maximum size of EUR 6.0 billion.
The purchase price for the CoMEN is the same for existing shareholders and
investors participating in the book building and will be determined in the
book building process.
The number of CoMEN to be issued and their purchase price will be fixed
after the end of the book building (April 13, 2011) and annouced
immediately thereafter in an ad hoc release. Each CoMEN, subject to the
occurrence of certain conditions - in particular the adoption and
implementation of the necessary resolutions by the AGM - is to be exchanged
for one Commerzbank share carrying full dividend rights from January 1,
2011 onwards. This is planned for the 19th calendar week 2011. The new
shares necessary are to be created in May 2011 from conditional capital to
be created by the AGM through the conversion of silent participations of
SoFFin. In return, SoFFin is to receive the gross proceeds from the
placement of the CoMEN.
Capital increase with subscription rights
As a second step a capital increase with subscription rights is foreseen.
The shares delivered in exchange for CoMEN in the first step are also
entitled to subscription rights. The size of the capital increase is
determined to achieve a reduction of the silent participations in a total
of EUR 11.0 billion. The corresponding resolution on the capital increase
is to be passed by the AGM on May 6, 2011. The new shares are to be offered
to the shareholders for subscription from the end of May 2011 to the
beginning of June 2011. The subscription ratio will depend on the final
number of shares on offer. The subscription price is to be determined based
on a discount on the market price on the day it is determined. The Board of
Managing Directors of Commerzbank is to decide on the number of shares to
be issued and further details of the capital increase with the consent of
the Supervisory Board. The new shares to be issued in the second step are
likewise to be endowed with full dividend rights from January 1, 2011
onwards. It is foreseen that SoFFin will participate in the capital
increase by contributing silent participations to maintain its current
shareholding of 25% plus 1 share. Allianz has expressed its intention to
exercise its subscription rights in the second step in considerable size.
Annual General Meeting brought forward to May 6, 2011
At the AGM, which has been brought forward from May 18, 2011 to May 6,
2011, the Board of Managing Directors and Supervisory Board of Commerzbank
will propose that the necessary resolutions for the implementation of the
overall transaction be passed. In this respect it will also be proposed to
the AGM that the arithmetic value of each share as a proportion of the
capital stock be reclassified. In this respect, EUR 2.1 billion of the
subscribed capital (totalling EUR 3.5 billion) stated on Commerzbank AG's
financial statement according to German GAAP as of December 31, 2010 are to
be transferred into the capital reserve. This balance sheet measure does
not have any effect on the amount of the equity capital or the number of
shares issued. Commerzbank shares do not have a notional value. The
reclassification, therefore, merely leads to the arithmetical portion of a
share in the subscribed capital being reduced from EUR 2.60 to EUR 1.00.
The full agenda of the AGM, which also includes the precise wording of the
proposed resolutions for both steps, will be published on April 8, 2011.
Repayment from excess regulatory capital
Against the background of its customer-centric and performing business
model, and with a view to its comfortable capital resources, Commerzbank is
redeeming silent participations of SoFFin to the amount of EUR 3.27 billion
from excess regulatory capital in the framework of the overall transaction.
The necessary approvals have been granted. As of December 31, 2010 the Core
Tier 1 capital of Commerzbank amounted to some EUR 26.7 billion, the Core
Tier 1 ratio was 10.0%. After the completion of the entire transaction the
Core Tier 1 capital of the bank - taking into account the SoFFin one-off
payment (EUR 1.03 billion), the transaction costs and the capital increase
from January 2011 - will amount to some EUR 23.5 billion; the Core Tier 1
ratio will be 8.8%, the Equity Tier 1 ratio 8.0% (on a pro forma basis as
of December 31, 2010). Together with the measures from the first and second
step, which will reduce the silent participations by EUR 11.0 billion, the
silent participations of SoFFin can thus be reduced by a total of some EUR
14.3 billion.
Outlook: first quarter of 2011 above plan
'Since the beginning of 2011 we have already completed several successful
capital market transactions to optimise our capital structure. In just six
weeks we have raised equity that meets the Basel III guidelines of
considerably more than EUR 3 billion. With the implementation of the
announced corporate action we will further strengthen our Equity Tier 1
capital. Thus, we are well prepared for Basel III requirements,' said
Martin Blessing. 'Investors know what Commerzbank has to offer them: We are
leading in the business with small- and medium-sized companies. We have
great potential in private customer business, and in the framework of the
Dresdner Bank integration we intend to attain annual synergies totalling
EUR 2.4 billion after 2013,' said CFO Eric Strutz.
On the whole the bank expects, on the basis of preliminary figures for the
first quarter of 2011, an operating profit above plan. January and February
were particularly positive in the Private Customers and Mittelstandsbank
segments. Corporates&Markets also displayed a good development; on the
whole, however, the performance was somewhat weaker than the very strong
respective quarter in the previous year. Loan loss provisions in the group
also saw a further decrease. The bank assumes - with a stable market
environment and without taking into account the SoFFin one-off payment -
that it will conclude 2011 with an operating profit according to IFRS that
is higher than in 2010. The one-off payment to SoFFin will already be
accounted for in the second quarter of 2011.
'Our 'Roadmap 2012' objective of achieving an operating profit of more than
four billion euros in 2012 in a stable market environment and without
taking into accountthe impact of regulatory changes remains unchanged,'
said Blessing. From its present stance, Commerzbank assumes that it will be
able to distribute a dividend for the 2012 financial year. 'For the period
thereafter Commerzbank also has ambitious goals. We will not content
ourselves with achieving the 'Roadmap 2012'. On the contrary: We intend to
bring about a clear increase in profit subsequently.'
Press contact:
Richard Lips +49 69 136 22461
Armin Guhl +49 69 136 42764
Reiner Roßmann +49 69 136 46646
*****
Press Conference
A press conference will be held today, Wednesday, April 6, 2011 at 10:30
a.m. (CEST) in the 49th floor of Commerzbank AG, Kaiserplatz, Frankfurt am
Main. During the press conference, Martin Blessing and Eric Strutz will
comment on the planned measures to redeem the SoFFin silent participations.
Before the beginning of the press conference presentations will be provided
on the website of Commerzbank. The conference will be transmitted live via
internet.
*****
About Commerzbank
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.
*****
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 AG
(Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website
of Commerzbank AG 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 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.
End of Corporate News
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06.04.2011 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Commerzbank AG
Kaiserplatz
60261 Frankfurt am Main
Deutschland
Phone: +49 (069) 136 20
Fax: -
E-mail: ir(at)commerzbank.com
Internet: www.commerzbank.de
ISIN: DE0008032004
WKN: 803200
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, SIX, Stuttgart;
Terminbörse EUREX; London
End of News DGAP News-Service
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118565 06.04.2011
Datum: 06.04.2011 - 07:26 Uhr
Sprache: Deutsch
News-ID 33716
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