DGAP-News: Hamburg Commercial Bank AG
/ Key word(s): Miscellaneous
NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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") OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
HAMBURG COMMERCIAL BANK AG
INTERIM RESULTS OF RETAIL INVITATION
Date: 14 January 2020
Hamburg Commercial Bank AG (formerly HSH Nordbank AG) (the "Offeror" and the "Dealer Manager") today announces the interim results of its invitation to Eligible Holders (as defined in the Retail Tender Offer Memorandum) (the "Retail Invitation") of the outstanding EUR 500,000,000 LB Kiel Silent Participation Assimilated Regulatory Capital (SPARC) Securities issued by Banque de Luxembourg (on a fiduciary basis), ISIN XS0142391894 (the "SPARC Securities"), US$ 300,000,000 LB Kiel Re-Engineered Silent Participation Assimilated Regulatory Capital (RESPARC) Securities issued by RESPARCS Funding Limited Partnership I, ISIN XS0159207850 (the "RESPARC I Securities"), EUR 500,000,000 LB Kiel Re-Engineered Silent Participation Assimilated Regulatory Capital (RESPARC) Securities issued by RESPARCS Funding II Limited Partnership, ISIN DE0009842542 (the "RESPARC II Securities") and US$ 500,000,000 HSH Nordbank Silent Participation Hybrid Equity Regulatory (SPHERE) Securities issued by Banque de Luxembourg (on a fiduciary basis), ISIN XS0221141400 (the "SPHERE Securities" and together with the SPARC Securities, the RESPARC I Securities and the RESPARC II Securities the "Securities") to offer their Securities for purchase by the Offeror.
The Retail Invitation is being made on the terms, and subject to the conditions, contained in the retail tender offer memorandum dated 19 December 2019 (the "Retail Tender Offer Memorandum").
During the period from 19 December 2020 until 5:00 p.m., Frankfurt am Main time, on 13 January 2020 (the "First Acceptance Date") approximately EUR 268,082,675 aggregate nominal amount of the Securities were validly tendered pursuant to the Retail Invitation and not validly withdrawn (calculated using, in case of RESPARC I Securities and SPHERE Securities, a USD/EUR exchange rate of 1.1134), as shown in more detail in the table below.
The Offeror hereby announces that it will accept for purchase all of the Securities validly tendered as of the First Acceptance Date pursuant to the Retail Invitation.
The First Settlement Day is expected to be 15 January 2020.
The Retail Invitation will expire at 5:00 p.m., Frankfurt am Main time, on 27 January 2020.
The Second Settlement Date is expected to be 29 January 2020.
Copies of the Retail Tender Offer Memorandum are (subject to the offer and distribution restrictions set out in this announcement and in the Retail Tender Offer Memorandum) available from the Offeror in its capacity as Dealer Manager and the Tender Agent as set out below.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Retail Tender Offer Memorandum.
The Offeror is acting as the Dealer Manager for the Retail Invitation and Lucid Issuer Services Limited is acting as Tender Agent.
Questions in relation to the terms of the Retail Invitation should be directed to the Offeror and Dealer Manager:>
Requests for information in relation to the procedures for tendering Securities in, and for any documents or materials relating to, the Retail Invitation should be directed to:
This announcement must be read in conjunction with the Retail Tender Offer Memorandum. This announcement and the Retail Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Retail Invitation. If any holder of the Securities is in any doubt as to the action it should take, it is recommended to seek its own advice, including financial, legal and tax advice relating to the consequences resulting from the Retail Invitation, from its broker, bank manager, solicitor, accountant or other tax, accounting, financial or legal advisors. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the Retail Invitation.
Offer and Distribution Restrictions
The distribution of this announcement and/or the Retail Tender Offer Memorandum does not constitute an invitation to participate in the Retail Invitation 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/or the Retail Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Retail Tender Offer Memorandum come are required by the Offeror (also in its capacity as Dealer Manager) and the Tender Agent to inform themselves about and to observe any such restrictions. The Offeror (also in its capacity as Dealer Manager) and the Tender Agent (and their respective directors, employees and affiliates) make no representations or recommendations whatsoever regarding this announcement, the Retail Tender Offer Memorandum or any Retail Invitation. None of the Offeror (including in its capacity as Dealer Manager) or the Tender Agent makes any recommendation as to whether or not holders of Securities should participate in the Retail Invitation or refrain from taking any action in the Retail Invitation with respect to any of such Securities, and none of them has authorised any person to make any such recommendation.
The Retail Invitation 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, the internet and other forms of electronic communication. The Securities may not be tendered in the Retail Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Retail Tender Offer Memorandum and any other documents or materials relating to the Retail Invitation 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 or to any persons located or resident in the United States. Any purported tender of Securities pursuant to the Retail Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and will not be accepted. For the purposes of this and the above paragraphs, "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.
Neither the Retail Tender Offer Memorandum nor any other document or materials relating to the Retail Invitation have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
Accordingly, the Retail Invitation or copies of any document related thereto or to the Securities cannot be distributed, mailed or otherwise forwarded, or sent, to the public in the Republic of Italy, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange available in the Republic of Italy. Persons receiving the Retail Tender Offer Memorandum or any other document or materials relating to the Retail Invitation must not forward, distribute or send it in or into or from the Republic of Italy.
Legal or beneficial owners of the Securities cannot be notified that, to the extent such Eligible Holders are Italian residents or are located in the Republic of Italy, the Retail Invitation is available to them, and neither this document nor any other offering material relating to the Retail Invitation or the Securities may be distributed or made available to them in the Republic of Italy.
The communication of the Retail Tender Offer Memorandum and any other documents or materials relating to the Retail Invitation 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 (the "FSMA"). Accordingly, the Retail Tender Offer Memorandum and such other documents and/or materials related to the Retail Invitation are not being distributed to, and must not be passed on to, the general public in the United Kingdom, but are only for distribution to and directed at: (i) in the United Kingdom, those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) persons who are outside the United Kingdom; and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which the Retail Tender Offer Memorandum and/or such other documents and/or materials relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person should not rely or act on them. It is a condition of Eligible Holders receiving this document that they represent and warrant to the Offeror and its professional advisors and contractors that (i) they are a Relevant Person; and (ii) they have read and agree to comply with the contents of this notice.
The Retail Tender Offer Memorandum and any other document or material relating to the Retail Invitation have not been submitted and will not be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and the Retail Invitation may not be made in Belgium by way of a public takeover bid, as defined in Article 6 of the Belgian Law of 1 April, 2007 on public takeover bids. Accordingly, the Retail Invitation may not be advertised, and the Retail Tender Offer Memorandum and any other memorandum, information circular, brochure or similar documents may not be made available or distributed, directly or indirectly, to any person in Belgium.
The Retail Tender Offer Memorandum and any other document or material relating to the Retail Invitation have not been prepared in the context of a public offering (offre publique) in France within the meaning of Article L. 433-1 of the French Code Monétaire et Financier and have not been and will not be submitted for clearance to the Autorité des marchés financiers. In addition, the Retail Tender Offer Memorandum and any other document or material relating to the Retail Invitation are subject to French law governing the solicitation (démarchage). Consequently, the Retail Invitation is not made directly or indirectly to the public in France and the Retail Tender Offer Memorandum and any other document or material relating to the Retail Invitation have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France.
This announcement and/or the Retail Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Securities, and tenders of Securities in the Retail Invitation will not be accepted from Eligible Holders in any circumstances in which such offer is considered to be unlawful. Each Eligible Holder wishing to tender its Securities will be deemed to make and give certain agreements, acknowledgements, representations, warranties and undertakings in respect of the jurisdictions referred to above as set out in "PROCEDURES FOR PARTICIPATING IN THE RETAIL INVITATION - Eligible Holders' Agreements, Acknowledgements, Representations, Warranties, Undertakings and Waivers" in the Retail Tender Offer Memorandum. Any tender of Securities pursuant to an offer from an Eligible Holder that is unable to make the representations, warranties and acknowledgements set out in "PROCEDURES FOR PARTICIPATING IN THE RETAIL INVITATION" in the Retail Tender Offer Memorandum may be rejected.
14.01.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Company:||Hamburg Commercial Bank AG|
|Phone:||+49 (0)40 33 33-0|
|Fax:||+49 (0)40 33 33-340 01|
|Listed:||Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart|
|EQS News ID:||952983|
|ISIN-Liste abrufbar unter: http://www.hcob-bank.de/media/pdf/investorrelations/funding/anleihe/MarktSegment.pdf|
|End of News||DGAP News Service|