Hamburg Commercial Bank AG
HSH Nordbank AG: Decision to terminate Hybrid Capital Instruments
DGAP-News: HSH Nordbank AG / Key word(s): Capital Reorganisation HSH Nordbank AG: Decision to terminate Hybrid Capital Instruments 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, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. HSH Nordbank AG has decided to terminate the silent participation agreements (the “Silent Participation Agreements for Securities“) funded by the issuance of the SPARC Securities, the RESPARC I Securities, the RESPARC II Securities and the SPHERE Securities listed below (together the “Securities“) as well as the bilateral silent participation agreements with other investors (the “Bilateral Silent Participations” and together with the Silent Participation Agreements for Securities collectively the “Hybrid Capital Instruments“). The ordinary or extraordinary termination notices will be delivered before the end of 2018 such that the relevant notice periods will expire on or shortly prior to 31 December 2020. The termination of the Hybrid Capital Instruments constitutes a part of HSH Nordbank AG’s transformation from public to private ownership and its previously announced endeavours to restructure, streamline and strengthen its regulatory capital base following the closing of its privatisation on 28 November 2018. HSH Nordbank AG is considering further regulatory capital restructuring measures. Such measures may include (i) purchasing the Securities and (ii) agreeing with investors on an early repayment of silent participations under the Bilateral Silent Participations. As a consequence of the termination of the Hybrid Capital Instruments, the relevant silent participations will be required to be repaid by HSH Nordbank AG in 2021 in accordance with the terms of the Hybrid Capital Instruments. Pursuant to the terms and conditions of the Securities, the termination of the Silent Participation Agreements for Securities will result in redemption of the relevant Securities on the repayment date of the respective silent participation and each of the issuers of the Securities will be required under the terms and conditions of the Securities to use the repayment amount received by it on the repayment date of the relevant silent participation for the repayment of the relevant Securities to the holders thereof. Pursuant to the terms of the Hybrid Capital Instruments, the relevant repayment amount (and thus the redemption amount payable pursuant to the terms and conditions of the Securities) will be identical to the book values of the relevant silent participations as determined in HSH Nordbank AG’s unconsolidated balance sheet pursuant to HGB (German GAAP) as of 31 December 2020. Until and including 2020, a significant HGB (German GAAP) loss carried forward is expected. In 2018, the annual loss HGB (German GAAP) is projected to be a three-digit EUR million amount which will be significantly lower than the HGB (German GAAP) loss carried forward from the financial year 2017. HSH Nordbank AG further expects under HGB (German GAAP) an annual loss in 2019 that is smaller than the annual loss in the financial year in 2018 and an approximately breakeven HGB (German GAAP) result in 2020. The estimated Book Values 2020E and the projected HGB (German GAAP) annual results for the financial years 2018-2020 are subject to a number of assumptions and do not take into account the impact from potential purchases of the Securities and/or early repayments of silent participations under the Bilateral Silent Participations. For reference, the HGB (German GAAP) book values of the silent participations under the Silent Participation Agreements for Securities were 39.7% as of 31 December 2017. Due to the valuation of the termination of the Hybrid Capital Instruments and other impacts surrounding the privatisation process, HSH Nordbank AG revises its IFRS forecast for the financial year 2018 from a loss in the amount of -100mn EUR before tax to a positive result. This IFRS 2018 forecast does not take into account the impact from potential purchases of the Securities and/or early repayments of silent participations under the Bilateral Silent Participations. It should be noted that significant differences exist between HGB (German GAAP) and IFRS. Securities:
Information contained in this announcement includes certain forward-looking statements that are subject to risks and uncertainties. In particular, the expected Book Values 2020E (as defined above), and any forecasts as to the actual results and for loss carried forward are such forward-looking statements. Forward-looking statements express an expectation or belief and contain a projection, plan or assumption with regard to, among other things, future revenues, profit and/or capital structure of HSH Nordbank AG and, to the extent applicable, its consolidated subsidiaries. Any forward-looking statements are based on the information and facts available at the time of this announcement and HSH Nordbank AG’s present expectations and beliefs about future events, but do not take into consideration the potential impact from purchases of the Securities and/or early repayments of silent participations under the Bilateral Silent Participations. Moreover, HSH Nordbank AG cannot exclude that the outcome of current and potential future litigation could have an impact on the future book values of the Hybrid Capital Instruments, including, but not limited to, the Book Values 2020E. As with any projection or forecast, these statements rest on assumptions that may not occur, or may occur differently and are inherently susceptible to uncertainty and changes in circumstances. It is therefore possible that the actual results and development may differ materially from the forecasts. Except as may be required by applicable law, HSH Nordbank AG is under no obligation to, and expressly disclaims any obligation to, update or alter the forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. If HSH Nordbank AG does update one or more forward-looking statements, no inference should be made that it will make additional updates with respect to those or other forward-looking statements. HSH Nordbank AG neither explicitly nor implicitly accepts liability, nor gives any guarantee for the actuality, accuracy or completeness of this data and information.
30.11.2018 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |
Language: | English |
Company: | HSH Nordbank 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@hsh-nordbank.com |
Internet: | www.hsh-nordbank.com |
ISIN: | DE000HSH2H15, DE000HSH2H23 |
WKN: | HSH2H1, HSH2H2 |
Listed: | Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart |
ISIN-Liste abrufbar unter: http://www.hsh-nordbank.de/media/pdf/investorrelations/funding/anleihe/MarktSegment.pdf |
End of News | DGAP News Service |