Credit Suisse Group AG announces the final banking syndicate for the rights offering and the final terms of the share placement to a number of qualified investors Montag, 26. Oktober 2015 - 07:00
Credit Suisse Group AG has enlarged the banking syndicate committed to underwrite the rights offering of up to CHF 4.7 billion and announces the purchase price of the share placement to a number of qualified investors
26.10.2015
These materials are not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan. They are not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan.
These materials are not an offer of securities for sale in the United States. The shares to which these materials relate have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of shares in the United States.
Credit Suisse Group AG has expanded the banking syndicate for its rights offering and included further banks in addition to the existing banks. The banking syndicate has committed, subject to customary conditions, to firmly underwrite the new registered shares to be issued under the rights offering (with the exception of the new shares related to the shares previously placed to a number of qualified investors without preemptive subscription rights for existing shareholders as announced on October 21, 2015, for which such investors have committed to exercise preemptive subscription rights).
Furthermore, Credit Suisse Group AG announces the price for the share placement of the 58,000,000 new registered shares to a number of qualified investors without preemptive subscription rights for existing shareholders. The purchase price is CHF 22.75, resulting in expected gross proceeds for Credit Suisse Group AG of CHF 1.32 billion. The purchase price corresponds to 94.5% of the volume weighted average price of the registered shares of Credit Suisse Group AG traded on SIX Swiss Exchange on October 21, 2015.
Composition of the banking syndicate:
Credit Suisse AG is acting as global coordinator for the rights offering (no underwriting). Citigroup, HSBC Bank plc and Société Générale Corporate & Investment Banking are acting as Joint Lead Managers and Joint Bookrunners; Banca IMI, Banco Santander, BBVA, BNP PARIBAS, COMMERZBANK, Deutsche Bank, ING, Natixis, RBC Capital Markets, UniCredit Bank AG and Wells Fargo Securities are acting as Joint Bookrunners; and ABN AMRO, C.L. King & Associates, Crédit Agricole CIB, Drexel Hamilton, KBC Securities, Loop Capital Markets, Mediobanca S.p.A., Rabobank, Ramirez & Co., Inc., Scotia Capital Inc. and Siebert Brandford Shank & Co., L.L.C. are acting as Co-Lead Managers.
Not for release, publication or distribution in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan.
DISCLAIMER
Important note
This document is intended to inform the holders of shares of Credit Suisse Group AG and the general public about the envisaged capital increases proposed to be resolved by the Extraordinary General Meeting to be held on November 19, 2015. It is not an offer to sell or a solicitation of offers to purchase or subscribe for securities of Credit Suisse Group AG. This document is not a prospectus within the meaning of article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or of any other exchange or regulated trading facility in Switzerland or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to participate in the capital increases proposed to be resolved by the Extraordinary General Meeting to be held on November 19, 2015 should be based exclusively on the issue and listing prospectus to be published by Credit Suisse Group AG for such purpose.
This document and the information contained herein is not for publication or distribution in the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The Shares referred to herein have not been and will not be registered under the Securities Act or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the Shares in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and including any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Cautionary statement regarding forward-looking information
This publication contains forward-looking statements that involve inherent risks and uncertainties, and Credit Suisse Group AG might not be able to achieve the predictions, forecasts, projections and other outcomes Credit Suisse Group AG describes or implies in forward-looking statements. A number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions Credit Suisse Group AG expresses in these forward-looking statements, including those Credit Suisse Group AG identifies in “Risk Factors” in its Annual Report on Form 20-F for the fiscal year ended December 31, 2014 and in “Cautionary statement regarding forward-looking information” in its second quarter financial report 2015 filed with the US Securities and Exchange Commission and will identify in its third quarter financial report 2015 to be filed with the US Securities and Exchange Commission, and in other public filings and press releases. Credit Suisse Group AG does not intend to update these forward-looking statements except as may be required by applicable law.
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