The Board of Directors of Credit Suisse Group AG proposes a share capital increase to further strengthen the Group’s capital base Mittwoch, 26. April 2017 - 07:00
The Board of Directors of Credit Suisse Group AG will propose to an Extraordinary General Meeting to be held on May 18, 2017, to approve a share capital increase through a rights offering (issuing of new shares to existing shareholders of Credit Suisse Group AG, if permitted under applicable local laws). Under the terms of this rights offering, Credit Suisse Group AG intends to issue 379,981,340 new registered shares with a par value of CHF 0.04 each, which are firmly underwritten by a banking syndicate1. Through the proposed share capital increase, Credit Suisse Group AG intends to strengthen its Common Equity Tier 1 (CET1) capital and gain greater financial flexibility for the implementation of its strategic objectives.
Subject to approval of the Extraordinary General Meeting, shareholders of Credit Suisse Group AG will be allotted one pre-emptive subscription right for each registered share they hold on May 22, 2017 (after close of trading), including any new shares issued under the scrip dividend alternative proposed by the Board of Directors to the Annual General Meeting of April 28, 2017 for the financial year 2016. 11 pre-emptive subscription rights entitle their holder – subject to certain restrictions under applicable local laws – to purchase 2 new registered shares at the offer price of CHF 10.80 per share. Credit Suisse Group AG expects the net proceeds of the rights offering (excluding the issuance of any new shares from the exercise of rights allotted on shares received as scrip dividend) to amount to approximately CHF 4 billion. Following the share capital increase, and not considering the issuance of any new shares related to the proposed scrip dividend alternative, the pro forma Basel III ‘Look-through’ CET1 ratio is expected to be 13.4%.
The pre-emptive subscription rights are expected to be traded on SIX Swiss Exchange from May 23, 2017 to June 2, 2017. The exercise period for the pre-emptive subscription rights is expected to be from May 23, 2017 to June 7, 2017, 12:00 noon (CEST). The listing and the first day of trading of the new registered shares on SIX Swiss Exchange, as well as the delivery of the new registered shares against payment of the offer price, are expected to take place on June 8, 2017.
Credit Suisse AG is acting as Global Coordinator for the rights offering. A banking syndicate consisting of Deutsche Bank and Morgan Stanley (acting as Joint Lead Managers and Joint Bookrunners) has committed, subject to customary conditions, to firmly underwrite the new registered shares issued under the rights offering2. Credit Suisse Group AG intends to expand the banking syndicate through the inclusion of further banks that will act as Joint Bookrunners or Co-Lead Managers.
The invitation to the Extraordinary General Meeting and the accompanying information will be published in the Swiss Official Gazette of Commerce and sent to shareholders on April 27, 2017.
Indicative key dates for share capital increase
Revised key dates for scrip dividend
In order to allow eligible shareholders who will elect to receive the distribution for the financial year 2016 in the form of a scrip dividend to participate in the rights offering, the key dates of the scrip dividend have slightly changed from the earlier communicated dates.
The other terms of the scrip dividend remain unchanged. Further information on the scrip dividend may be found in the revised Shareholder Information – Summary Document “Scrip Dividend 2017”, which can be accessed under www.credit-suisse.com/agm.
1 A further up to 24,545,454 new registered shares may be issued as a result of the issuance of any new shares from the exercise of rights allotted on shares received as scrip dividend.
2 Any new shares issued due to subscription rights allocated to shares that may be distributed to investors under the scrip dividend alternative (proposed by the Board of Directors for the financial year 2016) are not underwritten by the banking syndicate.
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 increase proposed to be resolved by the Extraordinary General Meeting to be held on May 18, 2017. 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 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 May 18, 2017 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 and rights referred to herein have not been and will not be registered under the Securities Act, or the laws of any U.S. 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 and rights 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) persons who are members or creditors of certain bodies corporate falling within article 43(2) of the Order or (iv) 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, 2016 and in “Cautionary statement regarding forward-looking information” and in its first quarter 2017 earnings release 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.
Stabilization Legend
Stabilization/ICMA.