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Name | Symbol | Market | Type |
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Commerzbk Uk Nt | LSE:97HF | London | Medium Term Loan |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 0 | - |
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 11, 2015 Commerzbank Aktiengesellschaft announces an invitation to tender for purchase outstanding Notes for cash 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 that it invites 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 is 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 Tender Offer is being made as part of the Offeror's management of its balance sheet and capital structure. This transaction will also provide liquidity to Qualifying Holders whose offers to tender their Notes are accepted by the Offeror, since trading markets for Notes that remain outstanding may be limited. Furthermore, reduced market liquidity may lead to lower prices for the remaining outstanding Notes. The Issuer currently does not intend to exercise its call option with respect to the Notes that remain outstanding after completion of the Tender Offer. However, any such future call decision will be made on an economic basis and with regards to prevailing market conditions and regulatory capital requirements. Description of the Issuer Outstanding* ISIN Amount Purchase Notes Nominal Amount subject Price per to the Minimum Denomination Tender Offer U.S.$100,000,000 Commerzbank U.S.$165,460,000 GB0004955547 Any and U.S.$6,500 Primary Capital Holdings all per Undated Floating (UK) U.S.$10,000 Rate Notes and Limited U.S.$125,000,000 (formerly Primary Capital Kleinwort, Undated Floating Benson, Rate Notes (having Lonsdale become fungible plc) and forming a single series) * As at the date hereof, U.S.$59,540,000 in nominal amount of the Notes have been purchased by the Issuer and cancelled. U.S.$41,250,000 of the Notes currently outstanding are held by the Offeror. The Tender Offer will expire at 4.00pm, London time, on May 22, 2015. Subject to applicable law, the Offeror reserves the right, in its sole discretion, to waive any or all conditions to the Tender Offer. In order to participate in the Tender Offer, Qualifying Holders must deliver instructions representing Notes in a nominal amount of not less than the Minimum Denomination and in accordance with the procedures described in the Tender Offer Memorandum, failing which such Qualifying Holder's Notes will not be accepted for purchase. Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. The Tender Offer is being made solely by the Offeror. The Offeror currently intends to accept any and all Notes validly tendered. The Offeror will pay a purchase price of U.S.$6,500 per U.S.$10,000 for all Notes validly tendered and accepted for purchase by the Offeror. Accrued Interest will also be payable, as further described in the Tender Offer Memorandum. Prior to acceptance for purchase by the Offeror of Notes in the Tender Offer, tenders may be rejected in whole or in part in the sole discretion of the Offeror for any reason. The Offeror is under no obligation to Qualifying Holders to furnish any reason or justification for rejecting a tender of Notes. The acceptance of any tenders by the Offeror pursuant to the terms of the Tender Offer is subject to the satisfaction or waiver, in the sole discretion of the Offeror, of the Conditions. The Offeror reserves the right to modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, modifying the Notes Purchase Price with respect to the Tender Offer). Qualifying Holders whose offers to tender their Notes are accepted by the Offeror must deliver good, marketable and unencumbered title to their Notes to the relevant Clearing Systems accounts of the Offeror in accordance with the Tender Offer Memorandum on the Settlement Date. This is an indicative timetable showing one possible outcome for the timing of the Tender Offer based on the dates printed in the Tender Offer Memorandum: Event Date Commencement Date …………………… May 11, 2015 Expiration Date ………………………..... 4.00pm, London time, on May 22, 2015 Deadline for Notes to be validly tendered. Results Announcement Date …………………...... As soon as practicable after the Expiration Date, which is expected The Offeror will announce whether it to be May 26, 2015 accepts any tenders. The Offeror will also announce the aggregate nominal amount of the Notes accepted for purchase and the aggregate nominal amount of the Notes remaining outstanding following the completion of the Tender Offer. Settlement Date ………………………..... May 28, 2015 The above times and dates are subject to the rights of the Offeror, to extend, re-open, amend and/or terminate the Tender Offer (subject to applicable law, and as provided in the Tender Offer Memorandum). Qualifying Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes to confirm whether such intermediary would require to receive instructions to participate in, or revoke their instruction to participate in (in the limited circumstances in which revocation is permitted), the Tender Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission and withdrawal of Notes in favour of the Tender Offer will be earlier than the relevant deadlines above. Qualifying Holders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the information contained in "Risk Factors" in the Tender Offer Memorandum before tendering any Notes. This announcement must be read in conjunction with the Tender Offer Memorandum. If any Holder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Offeror, the Dealer Managers or the Tender Agent nor any of their respective directors, employees or affiliates makes any recommendation whether Holders should tender Notes pursuant to the Tender Offer. THE OFFEROR Commerzbank Aktiengesellschaft Kaiserstraße 16 (Kaiserplatz) 60311 Frankfurt am Main Federal Republic of Germany Requests for information in relation to the Tender Offer should be directed to: THE JOINT DEALER MANAGERS Citigroup Global Markets Limited Commerzbank Aktiengesellschaft Citigroup Centre Mainzer Landstrasse 153 Canada Square DLZ-Geb. 2, Händlerhaus Canary Wharf 60327 Frankfurt am Main London E14 5LB Germany United Kingdom Telephone: +49 (0) 69 136 59920 Telephone: +44 20 7986 8969 Attention: Liability Management Attention: Liability Management Group Group Email: Email: liability.management@commerzbank.com liabilitymanagement.europe@citi.com Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission ofinstructions should be directed to the Tender Agent: THE TENDER AGENT Lucid Issuer Services Limited Leroy House 436 Essex Road London N13QP United Kingdom Telephone: +44 20 7704 0880 Attention: Thomas Choquet Email: commerzbank@lucid-is.com OFFER AND DISTRIBUTION RESTRICTIONS Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. 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 the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. United States The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each Holder participating in the Tender Offer will represent that it is not located in or resident in the United States, as defined in Regulation S under the Securities Act, and is not participating in the Tender Offer from the United States or acting on a non-discretionary basis for a principal located in the United States that is giving an order to participate in the Tender Offer from the United States. For the purposes of this and the above paragraph, " United States" means 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 of America and the District of Columbia. United Kingdom The communication of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and /or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")), persons who are within Article 49 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. Belgium Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") and as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" as referred to in Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium. France The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Tender Offer Memorandum nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, or pursuant to, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. The Tender Offer Memorandum has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers. Italy Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Tender Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. A Holder located in the Republic of Italy can tender Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer. General The Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, and the Dealer Managers or any of their respective affiliates are such licensed brokers or dealers in such jurisdictions, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate (as the case may be) on behalf of the Offeror in such jurisdictions. In addition to the representations referred to above in respect of the United States, the United Kingdom, Belgium, France and Italy each Holder participating in the Tender Offer will also be deemed to give certain representations generally as set out in "Procedures for Tendering Notes" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Tender Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.
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