COMMERZBANK AG - Result of Tender for FRNs Commerzbank Holdings (UK) Ltd

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), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”).

THIS NOTICE IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFERS TO SELL SECURITIES

May 26, 2015

Commerzbank Aktiengesellschaft

announces results of tender offer for outstanding Notes issued by

Commerzbank Holdings (UK) Limited

Commerzbank Aktiengesellschaft (the “Offeror”), is 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. The Offeror hereby announces the results of its invitation to holders of the (i) U.S.$100,000,000 Primary Capital Undated Floating Rate Notes issued by Commerzbank Holdings (UK) Limited (formerly Kleinwort, Benson, Lonsdale plc) (the “1985 Notes”) (the “Issuer”) and (ii) U.S.$125,000,000 Primary Capital Undated Floating Rate Notes issued by the Issuer which having become fungible and forming a single series with the 1985 Notes (together, the “Notes”), to submit tenders to the Offeror to purchase the Notes for cash (the “Tender Offer”). The Tender Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated May 11, 2015 (the “Tender Offer Memorandum”). Capitalised terms used, but not defined, in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Expiration Date for the Tender Offer was 4.00pm, London time, on May 22, 2015.

As at the Expiration Date, the Offeror had received valid tenders for purchase of U.S.$41,350,000 in aggregate nominal amount of Notes. The Notes Purchase Price is 65 per cent. of the principal amount of such Notes. Accrued Interest will also be payable, as further described in the Tender Offer Memorandum.

The Offeror has decided to reject certain tenders of the Notes received from U.S. accounts in respect of U.S.$2,120,000 in aggregate nominal amount of Notes.

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Tender Offer is expected to be May 28, 2015. Following settlement of the Tender Offer, U.S.$124,110,000 in aggregate nominal amount of the Notes will be outstanding. Furthermore, prior to the Offer the Offeror held U.S.$41,250,000 in nominal amount of the Notes and therefore following settlement of the Tender Offer the aggregate nominal amount of the Notes outstanding, excluding Notes held by the Offeror, will be U.S.$82,860,000.

Commerzbank Aktiengesellschaft and Citigroup Global Markets Limited are acting as Joint Dealer Managers for the Tender Offer and Lucid Issuer Services Limited is acting as Tender Agent.

 

THE OFFEROR

Commerzbank Aktiengesellschaft Kaiserstraße 16 (Kaiserplatz) 60311 Frankfurt am Main Federal Republic of Germany

THE JOINT DEALER MANAGERS

Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

Commerzbank Aktiengesellschaft Mainzer Landstrasse 153 DLZ-Geb. 2, Händlerhaus 60327 Frankfurt am Main Germany Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

THE TENDER AGENT

Lucid Issuer Services Limited
Leroy House

436 Essex Road

London N13QP

United Kingdom
Telephone: [phone]
Attention: Thomas Choquet
Email: [e-mail]

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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