Hamburg Commercial Bank AG
- WKN: HSH2H1
- ISIN: DE000HSH2H15
- Land: Deutschland
Nachricht vom 19.12.2019 | 15:19
Hamburg Commercial Bank AG: INSTITUTIONAL INVITATION
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
Date: 19 December 2019
Hamburg Commercial Bank AG (formerly HSH Nordbank AG) (the "Offeror") today announces its invitation to Eligible Holders (as defined below) (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, 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 is only being made to Eligible Holders. An "Eligible Holder" for the purposes of the Institutional Invitation is a holder of the Securities ("Holder") who is both (A) located and resident outside the United States, and (B)(i) if in a Member State of the European Union (the "EU"), a "qualified investor" as defined Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC or (ii) if in a jurisdiction outside of the EU, an institutional holder under applicable local law and not a retail holder and who, in any event, is otherwise a person to whom the Institutional Invitation can be lawfully made and who may lawfully participate in the Institutional Invitation. No tenders from any Holders of Securities who are not Eligible Holders will be accepted pursuant to the Institutional Invitation.
Simultaneously with the Institutional Invitation, the Offeror is making a separate invitation in respect of the Securities that is open to certain Holders of the Securities outside the United States who are not Eligible Holders (the "Retail Invitation"). The Retail Invitation is being made pursuant to, and on the terms and subject to the conditions set forth in a separate retail tender offer memorandum. For the avoidance of doubt, J.P. Morgan Securities plc and UBS AG London Branch do not act as dealer managers or provide any services or advice of any nature in relation to, or in connection with, the Retail Invitation.
Copies of the Institutional Tender Offer Memorandum are (subject to the offer and distribution restrictions set out in this announcement and in the Institutional Tender Offer Memorandum) available from the Tender Agent as set out below. Eligible Holders are advised to read carefully the Institutional Tender Offer Memorandum, including in particular the sections "TERMINATION OF THE PUBLIC SILENT PARTICIPATION AGREEMENTS AND ITS EFFECT ON THE SECURITIES" and "RISK FACTORS", for full details of the Institutional Invitation and important information relating to the Offeror and the Securities.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Institutional Tender Offer Memorandum.
Details of the Institutional Invitation
The Offeror invites Eligible Holders (subject to the offer and distribution restrictions set out below, and on the terms and subject to the conditions contained in the Institutional Tender Offer Memorandum) to offer their Securities for purchase (together with all attached rights and claims and all Related Rights and Claims) at the relevant Purchase Price shown in the table below:
*) Including Securities held by the Offeror as at the date hereof.
The Purchase Price will be the only consideration payable to Eligible Holders in respect of any Securities accepted for purchase pursuant to the Institutional Invitation. Eligible Holders whose Securities are accepted for purchase pursuant to the Institutional Invitation will not have the right to receive any further payments in addition to the Purchase Price.
The Offeror is under no obligation to accept tenders of Securities for purchase pursuant to the Institutional Invitation and accordingly such tenders of Securities for purchase may be accepted or rejected by the Offeror in its sole discretion and for any reason.
The Offeror intends to pay for the Securities that are purchased in the Institutional Invitation with cash on hand. The Institutional Invitation is not conditioned on the Offeror obtaining any financing or the Offeror's receipt of a minimum amount of tendered Securities in the Institutional Invitation.
Securities that are not purchased pursuant to the Institutional Invitation will remain outstanding and remain subject to the terms and conditions of such Securities.
The Purchase Price for each Security validly tendered pursuant to the Institutional Invitation is equal to the amount (i) which will be paid for each Security under the Retail Invitation, (ii) which has been paid for each Security under the Settlement Agreement (other than the settlement fee and reimbursement of certain fees paid to the Settlement Group) and (iii) which will be paid to Remaining Claimant Kiel upon the implementation of the Remaining Claimant Kiel Term Sheet.
Subject to applicable law and as provided in the Institutional Tender Offer Memorandum, the Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Institutional Invitation at any time. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Institutional Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Rationale for the Institutional Invitation
The Institutional Invitation forms part of the Offeror's efforts to optimize and strengthen its current regulatory capital base following the closing of the Offeror's privatisation on 28 November 2018.
The Offeror has received the European Central Bank's permission to reduce its regulatory capital through (i) the termination of the silent contributions (the "Silent Contributions") under the relevant silent participation agreements (the "Public Silent Participation Agreements") funded by the issuance of the SPARC Securities, the RESPARC I Securities, the RESPARC II Securities and the SPHERE Securities and/or (ii) the purchase of the Securities. Based on this permission, the Offeror terminated the Silent Contributions with effect as of 31 December 2020. The Silent Contributions have, in their entirety, ceased to qualify as own funds of the Offeror under the CRR.
As a consequence of the above, each Silent Contribution is required to be repaid in accordance with the terms of the relevant Public Silent Participation Agreement to the relevant public silent partner (i.e. to the SPARC Issuer, the RESPARC I Issuer, the RESPARC II Issuer and HCOB Funding II (who, in turn, is obliged to on-pay such amount to the SPHERE Issuer as holder of the Class B securities issued by HCOB Funding II), respectively) in the amount of its book value as determined on the basis of the Offeror's unconsolidated balance sheet pursuant to German GAAP as of 31 December 2020 (referred to herein as the "Actual Repayment Amount"). The termination and repayment of the relevant Silent Contributions will result in the redemption of the Securities in accordance with their terms and conditions. Each issuer of the Securities is required under the relevant terms and conditions of the Securities to use the respective Actual Repayment Amount received by it for the redemption of the relevant Securities to the relevant Holders.
The Actual Repayment Amounts can only be calculated once the annual financial statements of the Offeror under German GAAP for the financial year 2020 have been prepared (which will occur in 2021). Accordingly, as of the date of the Institutional Tender Offer Memorandum the relevant book values of the Silent Contributions as of 31 December 2020 as a percentage of the original nominal amount of the Silent Contributions can only be estimated (such estimates, the "Book Values 2020E").
The table below sets forth the Book Values 2020E, which are based, among others, on certain information, expectations, assumptions and projections discussed in more detail under "TERMINATION OF THE PUBLIC SILENT PARTICIPATION AGREEMENTS AND ITS EFFECT ON THE SECURITIES-Book Values 2020E-Information, expectations, assumptions and projections used in calculating the Book Values 2020E" of the Institutional Tender Offer Memorandum. The Book Values 2020E constitute forward-looking statements (see section "FORWARD LOOKING STATEMENTS" of the Institutional Tender Offer Memorandum).
As a result of the foregoing, Eligible Holders of Securities face significant uncertainties regarding the Actual Repayment Amount, which are described in more detail in sections "TERMINATION OF THE PUBLIC SILENT PARTICIPATION AGREEMENTS AND ITS EFFECT ON THE SECURITIES" and "RISK FACTORS" of the Institutional Tender Offer Memorandum. The Institutional Invitation offers Eligible Holders an opportunity to tender their Securities for purchase at a premium to the Book Values 2020E and avoid the uncertainties relating to the Actual Repayment Amount.
On 13 December 2019, the Offeror and certain Holders of Securities (the "Settlement Group") signed the final settlement documentation containing the detailed terms relating to the private settlement of a lawsuit filed by, among others, members of such Settlement Group before the Regional Court (Landgericht) of Kiel, Germany (the "Litigation Kiel") and the withdrawal of the discovery proceedings initiated before the District Court for the Southern District of New York by, among others, members of the Settlement Group, seeking to obtain documents from certain affiliates of the shareholders of the Offeror for use in connection with Litigation Kiel (the "U.S. Discovery") (the "Settlement Agreement").
Pursuant to the Settlement Agreement:
On 18 December 2019, the Settlement Group transferred to the Offeror against the payment of the settlement price of the Securities all of the Securities being the subject of the Settlement Agreement, comprising: (i) EUR 358,460,000 nominal amount of the SPARC Securities, (ii) US$ 168,572,000 nominal amount of the RESPARC I Securities, (iii) EUR 369,927,000 nominal amount of the RESPARC II Securities, and (iv) US$ 301,803,000 nominal amount of the SPHERE Securities. The settlement price of the Securities was EUR 362.40 per Security in the case of SPARC Securities and RESPARC II Securities and US$ 362.40 per Security in the case of RESPARC I Securities and SPHERE Securities. The Securities transferred by the Settlement Group pursuant to the Settlement Agreement on 18 December 2019 represent approximately 67 % of the aggregate nominal amount of Securities outstanding as of the date of the Institutional Tender Offer Memorandum.
On 17 December 2019, the Settlement Group irrevocably withdrew Litigation Kiel and the U.S. Discovery, in each case with effect as to the members of the Settlement Group only. The Settlement Group further undertook to refrain from commencing any future actions in connection with the Securities (or any ancillary proceedings seeking discovery with respect to such actions) against the Offeror or any third party
The Offeror has reimbursed the Settlement Group for certain advisory fees, expenses and work fees in an amount of EUR 14 million and paid to the members of the Settlement Group a settlement fee of EUR 11 million for their endeavours and efforts in connection with the settlement of Litigation Kiel and the U.S. Discovery and the settlement negotiations and efforts.
Following the withdrawal of Litigation Kiel and the U.S. Discovery by members of the Settlement Group, only one Holder remains in the Litigation Kiel and in the U.S. Discovery. Accordingly, Litigation Kiel and the U.S. Discovery remain active as to such Holder (the "Remaining Claimant Kiel"). On 19 December 2019 the Offeror and the Remaining Claimant Kiel, whose Securities represent less than 0.1 % of the nominal amount of the Securities outstanding, signed a binding term sheet regarding a private settlement of Litigation Kiel and the U.S. Discovery as to the Remaining Claimant Kiel. The terms of such binding term sheet include a transfer of such Securities to the Offeror against the payment of a settlement price of 36.24% of the nominal amount of such Securities, a withdrawal of the Litigation Kiel and a withdrawal of the U.S. Discovery (the "Remaining Claimant Kiel Term Sheet"). Implementation of the Remaining Claimant Kiel Term Sheet is envisaged for January 2020.
For further details in relation to Litigation Kiel, the U.S. Discovery and other litigation matters, see section "RISK FACTORS-Successful litigation in relation to the Securities or silent participations may result in additional payments on the Securities cause an increase in the market prices of the then-outstanding Securities and/or affect the Actual Repayment Amount" of the Institutional Tender Offer Memorandum.
The above times and dates are subject to the right of the Offeror to amend, extend, re-open or terminate the Institutional Invitation (subject to applicable law and as provided in the Institutional Tender Offer Memorandum). Eligible Holders are advised to check with any broker, dealer, bank, custodian, trust company, nominee or other intermediary or direct participant (as applicable) through which they hold Securities whether such entity would require to receive instructions to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Institutional Invitation before the deadlines specified above. The deadlines set by Clearstream, Luxembourg, Clearstream, Frankfurt and/or Euroclear for the submission and withdrawal of Tender Instructions may also be earlier than the relevant deadlines above. Securities can only be tendered in the Institutional Invitation in accordance with the procedures described in section "PROCEDURES FOR PARTICIPATING IN THE INSTITUTIONAL INVITATION" of the Institutional Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited circumstances described in the Institutional Tender Offer Memorandum.
Eligible Holders are advised to read carefully the Institutional Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Institutional Invitation.
The Offeror, J.P. Morgan Securities plc and UBS AG London Branch are acting as Joint International Dealer Managers for the Institutional Invitation and Lucid Issuer Services Limited is acting as Tender Agent.
Questions in relation to the terms of the Institutional Invitation should be directed to the Joint International Dealer Managers:
Requests for information in relation to the procedures for participating in the Institutional Invitation and requests for additional copies of the Institutional Tender Offer Memorandum should be directed to:
This announcement must be read in conjunction with the Institutional Tender Offer Memorandum. This announcement and the Institutional Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Institutional 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 Institutional 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 Institutional Invitation.
Offer and Distribution Restrictions
The distribution of this announcement and/or the Institutional Tender Offer Memorandum does not constitute an invitation to participate in the Institutional 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 Institutional Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Institutional Tender Offer Memorandum come are required by the Offeror, the Joint International Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions. The Joint International Dealer Managers and the Tender Agent (and their respective directors, employees and affiliates) make no representations or recommendations whatsoever regarding this announcement, the Institutional Tender Offer Memorandum or any Institutional Invitation. None of the Offeror, the Joint International Dealer Managers or the Tender Agent makes any recommendation as to whether or not Holders of Securities should participate in the Institutional Invitation or refrain from taking any action in the Institutional Invitation with respect to any of such Securities, and none of them has authorised any person to make any such recommendation.
The Institutional 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 Institutional 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 Institutional Tender Offer Memorandum and any other documents or materials relating to the Institutional 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 Institutional 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 Institutional Tender Offer Memorandum nor any other document or materials relating to the Institutional 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. The Institutional Invitation is conducted in Italy as an exempted offer pursuant to Article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 20307 of 15 February 2018 (the "Issuers' Regulation") and therefore, is intended for, and directed only at qualified investors (investitori qualificati, "Qualified Investors"), as defined pursuant to Article 100, paragraph 1, letter a) of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation.
Accordingly, the Institutional Invitation cannot be extended, nor may copies of any document related thereto or to the Securities 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, other than to Qualified Investors. Persons receiving the Institutional Tender Offer Memorandum or any other document or materials relating to the Institutional Invitation must not forward, distribute or send it in or into or from the Republic of Italy.
Legal or beneficial owners of the Securities other than Qualified Investors are hereby notified that, to the extent such Eligible Holders are Italian residents or are located in the Republic of Italy, the Institutional Invitation is not available to them, and neither this document nor any other offering material relating to the Institutional Invitation or the Securities may be distributed or made available to them in the Republic of Italy.
Legal or beneficial owners of the Securities that are located in Italy and qualify as Qualified Investors can tender Securities for purchase 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, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority.
The communication of the Institutional Tender Offer Memorandum and any other documents or materials relating to the Institutional 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 Institutional Tender Offer Memorandum and such other documents and/or materials related to the Institutional Invitation are only for distribution to and directed at: (i) in the United Kingdom, persons 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 (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 Institutional 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 Institutional Tender Offer Memorandum and any other document or material relating to the Institutional Invitation have not been submitted and will not be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and the Institutional 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 Institutional Invitation is exclusively conducted under private takeover bid exceptions and may not be advertised, and the Institutional 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 other than "qualified investors" within the meaning of Article 2 e) of the EU Prospectus Regulation who are acting for their own account.
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.
This announcement and/or the Institutional 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 Institutional 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 INSTITUTIONAL INVITATION - Eligible Holders' Agreements, Acknowledgements, Representations, Warranties, Undertakings and Waivers" in the Institutional 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 INSTITUTIONAL INVITATION" in the Institutional Tender Offer Memorandum may be rejected.
|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:||940379|
|ISIN-Liste abrufbar unter: http://www.hcob-bank.de/media/pdf/investorrelations/funding/anleihe/MarktSegment.pdf|
|End of News||DGAP News Service|
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