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.