Federal Agency for

Financial Market Stabilisation

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SoFFin starts placement of shares in Commerzbank AG

14. May 2013

  • In connection with Commerzbank’s announced capital raise, SoFFin will place approx. Euro 625 million ex-rights shares from its existing holding
  • SoFFin will subsequently fully exercise its subscription rights subject to customary conditions by converting part of its silent participation in the amount of approx. Euro 625 million
  • The remaining portion of SoFFin’s silent participation (approx. Euro 1 billion) shall be repaid in full after completion of Commerzbank’s announced capital increase
  • Economically, post completion of all measures, the outstanding Euro 1.63 billion silent participation will be fully repaid

In connection with the announced capital measure of Commerzbank AG and as previously announced on March 13, 2013, the Financial Market Stabilisation Fund (SoFFin) is placing approx. Euro 625 million ex-rights shares from its existing holding. The shares will be offered to institutional investors only through an accelerated book-building process. The placement is expected to be completed on May 15, 2013. The placement will be conducted by Deutsche Bank, Citi, Commerzbank and HSBC, which are also joint bookrunners of the Commerzbank AG’s concurrent rights issue.

SoFFin is committed to exercise in full its subscription rights at the rights issue subscription price by converting part of its silent participation in the amount of approx. Euro 625 million, subject to customary conditions. Upon completion of the capital measure by Commerzbank AG (and post exercise of SoFFin’s subscription rights), the remaining portion of the silent participation will be fully repaid. SoFFin therefore will receive total funds in the amount of approx. Euro 1.63 billion through the placement and Commerzbank’s rights issue, including full redemption of the silent participation, which was originally granted to Commerzbank as a stabilisation measure.
 

Information for the editorial departments:

The Federal Agency for Financial Market Stabilisation (FMSA) manages the Financial Market Stabilisation Fund (SoFFin). The fund was created on 17 October 2008 under the German Financial Market Stabilisation Act and will operate until 2014 year end under the framework of the Third Financial Markets Stabilisation Act. Since 2011 the FMSA is furthermore in charge of administration of the Restructuring Fund as well as collection of the national bank levy.

 

Not for distribution in the United States, Australia, Canada and Japan.

This communication is not an offer for sale of any securities of Commerzbank AG in the United States of America (the “United States”), in Australia, in Canada or in Japan or in any jurisdiction in which such offer is unlawful. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under the applicable securities laws of Australia, Canada or Japan. Any securities of Commerzbank AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Commerzbank AG, the SoFFin and the FMSA do not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States. Subject to certain exceptions, the securities of Commerzbank AG referred to in this communication may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

This communication is only directed to (I) persons outside the United Kingdom, or (II) investment professionals who fall under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), or (III) “ high net worth companies” or other persons who fall within Article 49 (2) (a) to (d) of the Financial Promotion Order and to whom it may lawfully directed (all such persons herein “Relevant Persons”). Each person which is not a Relevant Person may not act based upon this communication nor its content nor should it rely upon them. Any investment or investment activity to which this communication relates is available only to Relevant Persons or will be engaged in only with Relevant Persons.

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