REG - Goldman Sachs IntlCommerzbank AG - Results of Offer
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RNS Number : 6634Y
Goldman Sachs International
05 March 2012
Not for distribution from, within, in or into the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or any other jurisdiction into which such distribution may not be lawful, OR TO "U.S. PERSONS", AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED.
THIS NOTICE IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFERS TO SELL SECURITIES
5 March 2012
Goldman Sachs International
announces results of an offer to exchange hybrid capital, lower tier 2 and other instruments
for newly issued Commerzbank shares
On 23 February 2012, Goldman Sachs International (the "Offeror") announced that it was inviting certain holders (i) of trust preferred securities and (ii) lower tier 2 instruments issued by companies of the Commerzbank G (iiI) of Dated Upper Tier 2 Securities issued by UT2 Funding PLC; (iv) of Tier 1 Capital Securities issued by HT1 Funding GmbH (all securities together, the "Securities"; the holders together, the "Holders"), to submit tenders to the Offeror to exchange Securities for ordinary no-par value bearer shares with a notional value of EUR1.00 per share (ISIN DE) (the "Exchange Shares") newly issued by Commerzbank AG ("Commerzbank"), a stock corporation incorporated under the laws of the Federal Republic of Germany and registered under docket number HRB 32000 with the commercial register of the Local Court in Frankfurt/Main, from its authorized capital (the "Exchange Offers"), each on the terms and subject to the conditions contained in the offer to exchange dated 23 February 2012 (the "Exchange Offer Memorandum"). Capitalised terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Exchange Offer Memorandum.
The Exchange Offer period has expired. Holders of Securities have offered to exchange Securities in an Aggregate Nominal Amount equivalent to approximately EUR964.7 million. The Offeror did not apply pro-ration and accepted all Securities in exchange for 360,509,967 Exchange Shares at an Exchange Price of EUR1.9128, calculated as the arithmetic average of the daily VWAP of Commerzbank's ordinary no-par value bearer shares on XETRA (as published on Bloomberg screen CBK GY Equity VWAP) on each of the trading days from and including 24 February 2012 until and including 2 March 2012, whereby calculation of the VWAP on 2 March 2012 only took into account trades on XETRA from market open until 3:00 p.m., Frankfurt time. Furthermore, the Offeror hereby announces the number and the Aggregate Nominal Amount of all Accepted S the ?/EUR R the Exchange Ratio per Accepted Security and the number of Exchange Shares granted in exchange for the respective Accepted S and the Aggregate Nominal Amount of the Securities remaining outstanding following completion of the Exchange Offers:
Description of the Securities
Number of Securities Accepted
Aggregate Nominal Amount of Securities Accepted
Exchange Ratio per Security Accepted1
Number of Exchange Shares Issued in Exchange1
Aggregate Nominal Amount of Securities Remaining Outstanding2
EUR1,000,000,000
Noncumulative Trust Preferred Securities
Commerzbank Capital Funding Trust I
DE000A0GPYR7
EUR41,500,000
13,668,440
EUR148,050,000
?800,000,000
Noncumulative Trust Preferred Securities
Commerzbank Capital Funding Trust II
?22,500,000/
EUR27,020,5363
?93,100,000
EUR750,000,000
Dated Upper Tier 2 Securities
UT2 Funding PLC
DE000A0GVS76
EUR87,720,000
37,807,320
EUR662,280,000
EUR1,000,000,000
Tier 1 Capital Securities
HT1 Funding GmbH
DE000A0KAAA7
EUR584,115,000
216,706,665
EUR415,885,000
EUR600,000,000
Noncumulative Trust Preferred Securities
Eurohypo Capital Funding Trust I
EUR187,838,000
67,621,680
EUR118,587,000
EUR1,250,000,000
Subordinated (Lower Tier II) Fixed to Floating Rate Notes of
Commerzbank
DE000CB07899
EUR9,700,000
4,158,1964
EUR492,450,000
EUR750,000,000
Subordinated (Lower Tier II) Fixed to Floating Rate Notes of
Commerzbank
DE000CB8AUX7
EUR26,850,000
11,931,0665
EUR246,000,000
No accrued interest on any Securities will be payable except on the lower tier 2 instruments accepted.
Means the respective liquidation preference amount or nominal amount, as the case may be, of Securities currently outstanding and not held within the Commerzbank group.
For the purpose of determining the number of Exchange Shares to be delivered to Holders
of Accepted Commerzbank II TPS, the Theoretical Purchase Price of ?30,500 in respect of such Accepted Commerzbank II TPS was converted into EUR at the foreign exchange reference rate of 0.83270 as at 2 March 2012, as published on the website of the European Central Bank under .
Plus accrued interest in the amount of approximately EUR269 per Accepted LT2 2016 Note.
Plus accrued interest in the amount of approximately EUR745 per Accepted LT2 2017 Note.
Holders will receive the respective number of Exchange Shares in respect of their Accepted Securities accepted by the Offeror pursuant to the Exchange Offers (the "Accepted Securities") on or about 8 March 2012 but not later than 12 March 2012 (such date of receipt, the "Exchange Date").
The delivery of Exchange Shares to the Holders of Accepted Securities is conditional upon the registration of the issuance of the Exchange Shares in the commercial register of Commerzbank expected to occur on or before 7 March 2012 but not later than 9 March 2012 (the "Exchange Condition"). If the Exchange Condition is not satisfied, in the sole discretion of the Offeror (after consultation with Commerzbank) by 9 March 2012, no delivery of Exchange Shares will be made by the Offeror and all Accepted Securities will be returned to their respective Holders on the Alternate Settlement Date. Under no circumstance will the Offeror or the Joint Dealer Managers be liable to any Holders of Securities if the Exchange Condition is not fulfilled. Commerzbank itself will not have any obligation towards Holders to, and will not, exchange Securities for Exchange Shares in connection with the Exchange Offers.
Consummation of the Exchange Offers is conditional upon the consummation of the Exchange Shares Issuance and upon the occurrence of certain conditions, including without limitation the Exchange Condition and the Conditions.
Subject to applicable law, the Offeror (after consultation with Commerzbank) reserves the right, in its sole discretion, to waive any or all conditions (including one or more of the Conditions but excluding the Exchange Condition) to any or all of the Exchange Offers.
This is an indicative timetable showing the possible timing of the Exchange Offers based on the dates printed in the Exchange Offer Memorandum:
Calendar Date and Time
Securities Delivery Date…………………………………………………………………………………
As authorized by the Electronic Instructions submitted to them by Holders of Accepted Securities, the Clearing Systems will, on behalf of such Holders deliver, free of payment, full, good and marketable title to the Offeror by transferring the Accepted Securities, free and clear of all liens, charges, claims, encumbrances, interests, rights of third parties and restrictions of any kind, to the relevant Clearing System accounts of the Offeror for registration of such Securities to the account of the Offeror in accordance with Section "Procedures for Tendering Securities" .in the Exchange Offer Memorandum.
Upon receipt of the Accepted Securities, the Offeror will, on the Securities Delivery Date transfer, free of payment, such Accepted Securities to the relevant Clearing System accounts of Commerzbank.
5 March 2012
Exchange Date……………………………………………………………………………………………
Holders will receive the respective number of Exchange Shares in respect of their Accepted Securities. Delivery of the respective number of Exchange Shares is subject to the Exchange Condition being fulfilled.
If the Exchange Condition has been satisfied, in the sole discretion of the Offeror (after consultation with Commerzbank), on or prior to the Exchange Date, delivery for Accepted Securities of Exchange Shares in an amount equal to the respective number of Exchange Shares will be made by the Offeror to Clearing System accounts of the respective Direct Participants (as defined in the Exchange Offer Memorandum).
If the Exchange Condition is not satisfied by 9 March 2012, no delivery of Exchange Shares will be made by the Offeror and all Accepted Securities will be returned to their respective Holders on the Alternate Settlement Date.
Under no circumstance will the Offeror or the Joint Dealer Managers be liable to any Holder of Securities if the Exchange Condition is not fulfilled.
On or about 8 March 2012 but not later than 12 March 2012
Alternate Settlement Date………………………………………………………………………………
In the event that the Exchange Condition is not satisfied, in the sole discretion of the Offeror (after consultation with Commerzbank) on or prior to the Exchange Date, then on or before the Alternate Settlement Date (i) the Clearing Systems will return the Accepted Securities to the Offeror, (ii) thereafter the Offeror will return the Accepted Securities to Clearing System accounts of the respective Direct Participants and (iii) for the avoidance of doubt, no Exchange Shares will be transferred to such Direct Participants' Clearing system accounts.
On 12 March 2012
In the European Economic Area, the Exchange Offers referred to herein were made exclusively to Qualified Investors within the meaning of Article Article 2(1)(e) of the Directive 2003/71/EC. "Qualified Investors" include (a) legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to
or (b) legal entities which have two or more of (i) an average of at least 250 employees during the (ii) a total balance sheet of more than EUR43,000,000; and (iii) an annual net turnover of more than EUR50,000,000 as shown in their last annual or consolidated accounts.
The Exchange Offer Memorandum is not a prospectus for the purposes of the Directive 2003/71/EC and, therefore, does not provide any description of the Exchange Shares to be delivered to Holders in exchange for Accepted Securities. Each Holder should read the Exchange Offer Memorandum carefully, in particular Section "Risk Factors" in the Exchange Offer Memorandum, before making a decision to tender Securities. Capitalized terms not defined herein have the meaning assigned to them in the Exchange Offer Memorandum.
Any future call decision will be made on an economic basis and with regard to prevailing market conditions and regulatory capital requirements.
Requests for information in relation to the Exchange Offers should be directed to:
THE OFFEROR AND JOINT DEALER MANAGER
Goldman Sachs InternationalPeterborough Court133 Fleet StreetLondon EC4A 2BBUnited KingdomTel: : +44 20
Attention: Liability Management DeskEmail: liabilitymanagement.
THE JOINT DEALER MANAGERS
Citigroup Global Markets LimitedCitigroup Centre - Canada SquareCanary WharfLondon E14 5LBUnited KingdomTel: +44 20
Attention: Liability Management GroupEmail: liabilitymanagement.
Commerzbank AktiengesellschaftMainzer Landstrasse 153
DLZ-Geb. 2, H?ndlerhaus
60327 Frankfurt am Main
Telephone: +49 69 136 59920
Attention: Liability Management Group
Email: liability.
HSBC Bank plc8 Canada SquareLondon E14 5HQUnited Kingdom
Tel: +44 20 Attention: Liability Management GroupEmail: liability.
Requests for information in relation to the procedures for tendering Securities and participating in the Exchange Offers and the submission of an Electronic Instruction should be directed to the Exchange Agent:
THE EXCHANGE AGENT
Lucid Issuer Services LimitedLeroy House
436 Essex Road
London N13QP
United KingdomTelephone: +44 20
Attention: Yves Theis / Paul Kamminga
Email: commerzbank@
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.
This information is provided by RNSThe company news service from the London Stock Exchange
ISELIFLTVEIEIIF
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