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HAMBURG COMMERCIAL BANK AG Hamburg Commercial Bank AG: RESULTS OF INSTITUTIONAL INVITATION

Directive transparence : information réglementée

14/01/2020 12:40

DGAP-News: Hamburg Commercial Bank AG / Key word(s): Miscellaneous
Hamburg Commercial Bank AG: RESULTS OF INSTITUTIONAL INVITATION

14.01.2020 / 12:40
The issuer is solely responsible for the content of this announcement.


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

RESULTS OF INSTITUTIONAL INVITATION

Date: 14 January 2020

Hamburg Commercial Bank AG (formerly HSH Nordbank AG) (the "Offeror") today announces the results of its invitation to Eligible Holders (as defined in the Institutional Tender Offer Memorandum) (the "Institutional 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 Institutional Invitation was made on the terms, and subject to the conditions, set forth in the institutional tender offer memorandum dated 19 December 2019 (the "Institutional Tender Offer Memorandum").

The Institutional Invitation expired at 5:00 p.m., Frankfurt am Main time, on 13 January 2020 (the "Expiration Deadline"). As of the Expiration Deadline, approximately EUR 92,004,915 aggregate nominal amount of the Securities were validly tendered pursuant to the Institutional Invitation and not validly withdrawn (calculated using, in the 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 pursuant to the Institutional Invitation.

Security Identification number Nominal amount validly tendered and accepted for purchase by the Offeror pursuant to the Institutional Invitation
SPARC Securities Common Code: 14239189
ISIN: XS0142391894
EUR 36,816,000
RESPARC I Securities Common Code: 015920785
ISIN: XS0159207850
US$ 15,107,000
RESPARC II Securities Common Code : 016891819
ISIN: DE0009842542
EUR 16,070,000
SPHERE Securities Common Code: 022114140
ISIN: XS0221141400
US$ 28,448,000
 

The Settlement Date is expected to be 15 January 2020.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Institutional Tender Offer Memorandum.

The Offeror, J.P. Morgan Securities plc and UBS AG London Branch acted as Joint International Dealer Managers for the Institutional Invitation and Lucid Issuer Services Limited acted as Tender Agent.

THE JOINT INTERNATIONAL DEALER MANAGERS
Hamburg Commercial Bank AG
Hamburg Office
Gerhart-Hauptmann-Platz 50
20095 Hamburg
Federal Republic of Germany
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +49 (0)40 3333 25421
Attention: Liability Management
E-mail: investor-relations@hcob-bank.com
Telephone: +44 (0)20 7134 2468
Attention: Liability Management
E-mail: liability_management_EMEA@jpmorgan.com
Telephone: +44 (0)20 7568 1121
Attention: Liability Management Group
E-mail: ol-liabilitymanagement-eu@ubs.com
     
     
     
     
  THE TENDER AGENT  
  Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
 
  Telephone: +44 (0)20 7704 0880
Facsimile: +44 (0)20 3004 1590
Attention: Arlind Bytyqi
E-mail: hcob@lucid-is.com
 
 

Important Notice

This announcement is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities.

The distribution of this announcement may be restricted by law in certain jurisdictions. Any persons reading this release should inform themselves of and observe any such restrictions.

This announcement and the Institutional Invitation has not been and is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States.

France

The Institutional Tender Offer Memorandum and any other document or material relating to the Institutional Invitation have not been prepared in the context of a public offering other than to "qualified investors" in France within the meaning of Article L. 411-1 of the French Code Monétaire et Financier and have not been and will not be submitted for clearance to the Autorité des marchés financiers. Consequently, the Institutional Invitation is not made directly or indirectly to the public in France other than to "qualified investors" and the Institutional Tender Offer Memorandum and any other document or material relating to the Institutional 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 other than to "qualified investors" (investisseurs qualifiés) within the meaning and in accordance with EU Prospectus Regulation and in accordance with Articles L 411-1 and L.411-2 of the French Code Monétaire et Financier.



14.01.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Language: English
Company: Hamburg Commercial Bank AG
Gerhart-Hauptmann-Platz 50
20095 Hamburg
Germany
Phone: +49 (0)40 33 33-0
Fax: +49 (0)40 33 33-340 01
E-mail: info@hcob-bank.com
Internet: www.hcob-bank.com
ISIN: DE000HSH2H15, DE000HSH2H23
WKN: HSH2H1, HSH2H2
Listed: Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart
EQS News ID: 952973

ISIN-Liste abrufbar unter: http://www.hcob-bank.de/media/pdf/investorrelations/funding/anleihe/MarktSegment.pdf
 
End of News DGAP News Service

952973  14.01.2020 

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