Commerzbk Uk Nt Regulatory News (97HF)

Not for distribution from, within, in or into the United States of America, itsterritories and possessions (including Puerto Rico, the U.S. Virgin Islands,Guam, American Samoa, Wake Island and the Northern Mariana Islands), ANY STATEOF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES"). THIS NOTICE IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR ASOLICITATION OF OFFERS TO SELL SECURITIES May 11, 2015 Commerzbank Aktiengesellschaft announces an invitation to tender for purchase outstanding Notes for cash Commerzbank Aktiengesellschaft (the "Offeror"), is a stock corporationincorporated under the laws of the Federal Republic of Germany and registeredunder docket number HRB 32000 with the commercial register of the Local Courtin Frankfurt/Main. The Offeror hereby announces that it invites holders of the(i) U.S.$100,000,000 Primary Capital Undated Floating Rate Notes issued byCommerzbank Holdings (UK) Limited (formerly Kleinwort, Benson, Lonsdale plc)(the "1985 Notes") (the "Issuer") and (ii) U.S.$125,000,000 Primary CapitalUndated Floating Rate Notes issued by the Issuer which having become fungibleand forming a single series with the 1985 Notes (together, the "Notes"), tosubmit tenders to the Offeror to purchase the Notes for cash (the "Tender Offer"). The Tender Offer is made on the terms and subject to the conditionscontained in the tender offer memorandum dated May 11, 2015 (the "Tender OfferMemorandum"). Capitalised terms used, but not defined, in this announcementhave the meanings given to them in the Tender Offer Memorandum. The Tender Offer is being made as part of the Offeror's management of itsbalance sheet and capital structure. This transaction will also provideliquidity to Qualifying Holders whose offers to tender their Notes are acceptedby the Offeror, since trading markets for Notes that remain outstanding may belimited. Furthermore, reduced market liquidity may lead to lower prices for theremaining outstanding Notes. The Issuer currently does not intend to exercise its call option with respectto the Notes that remain outstanding after completion of the Tender Offer.However, any such future call decision will be made on an economic basis andwith regards to prevailing market conditions and regulatory capitalrequirements. Description of the Issuer Outstanding* ISIN Amount Purchase Notes Nominal Amount subject Price per to the Minimum Denomination Tender Offer U.S.$100,000,000 Commerzbank U.S.$165,460,000 GB0004955547 Any and U.S.$6,500 Primary Capital Holdings all per Undated Floating (UK) U.S.$10,000 Rate Notes and Limited U.S.$125,000,000 (formerly Primary Capital Kleinwort, Undated Floating Benson,Rate Notes (having Lonsdale become fungible plc) and forming a single series) * As at the date hereof, U.S.$59,540,000 in nominal amount of the Notes havebeen purchased by the Issuer and cancelled. U.S.$41,250,000 of the Notescurrently outstanding are held by the Offeror. The Tender Offer will expire at 4.00pm, London time, on May 22, 2015. Subject to applicable law, the Offeror reserves the right, in its solediscretion, to waive any or all conditions to the Tender Offer. In order to participate in the Tender Offer, Qualifying Holders must deliverinstructions representing Notes in a nominal amount of not less than theMinimum Denomination and in accordance with the procedures described in theTender Offer Memorandum, failing which such Qualifying Holder's Notes will notbe accepted for purchase. Instructions will be irrevocable except in thelimited circumstances described in the Tender Offer Memorandum. The Tender Offer is being made solely by the Offeror. The Offeror currentlyintends to accept any and all Notes validly tendered. The Offeror will pay apurchase price of U.S.$6,500 per U.S.$10,000 for all Notes validly tendered andaccepted for purchase by the Offeror. Accrued Interest will also be payable, asfurther described in the Tender Offer Memorandum. Prior to acceptance for purchase by the Offeror of Notes in the Tender Offer,tenders may be rejected in whole or in part in the sole discretion of theOfferor for any reason. The Offeror is under no obligation to QualifyingHolders to furnish any reason or justification for rejecting a tender of Notes. The acceptance of any tenders by the Offeror pursuant to the terms of theTender Offer is subject to the satisfaction or waiver, in the sole discretionof the Offeror, of the Conditions. The Offeror reserves the right to modify inany manner any of the terms and conditions of the Tender Offer (including, butnot limited to, modifying the Notes Purchase Price with respect to the TenderOffer). Qualifying Holders whose offers to tender their Notes are accepted by theOfferor must deliver good, marketable and unencumbered title to their Notes tothe relevant Clearing Systems accounts of the Offeror in accordance with theTender Offer Memorandum on the Settlement Date. This is an indicative timetable showing one possible outcome for the timing ofthe Tender Offer based on the dates printed in the Tender Offer Memorandum: Event Date Commencement Date …………………… May 11, 2015 Expiration Date ………………………..... 4.00pm, London time, on May 22, 2015 Deadline for Notes to be validlytendered. Results Announcement Date …………………...... As soon as practicable after the Expiration Date, which is expectedThe Offeror will announce whether it to be May 26, 2015accepts any tenders. The Offeror willalso announce the aggregate nominalamount of the Notes accepted forpurchase and the aggregate nominalamount of the Notes remainingoutstanding following the completion ofthe Tender Offer. Settlement Date ………………………..... May 28, 2015 The above times and dates are subject to the rights of the Offeror, to extend,re-open, amend and/or terminate the Tender Offer (subject to applicable law,and as provided in the Tender Offer Memorandum). Qualifying Holders are advised to check with any bank, securities broker orother intermediary through which they hold Notes to confirm whether suchintermediary would require to receive instructions to participate in, or revoketheir instruction to participate in (in the limited circumstances in whichrevocation is permitted), the Tender Offer before the deadlines specifiedabove. The deadlines set by each Clearing System for the submission andwithdrawal of Notes in favour of the Tender Offer will be earlier than therelevant deadlines above. Qualifying Holders should carefully consider all of the information in theTender Offer Memorandum and, in particular, the information contained in "RiskFactors" in the Tender Offer Memorandum before tendering any Notes. This announcement must be read in conjunction with the Tender Offer Memorandum.If any Holder is in any doubt as to the contents of the Tender Offer Memorandumor the action it should take, it is recommended to seek its own financialadvice, including in respect of any tax consequences, from its broker, bankmanager, solicitor, accountant or other independent financial, tax or legaladviser. None of the Offeror, the Dealer Managers or the Tender Agent nor anyof their respective directors, employees or affiliates makes any recommendationwhether Holders should tender Notes pursuant to the Tender Offer. THE OFFEROR Commerzbank Aktiengesellschaft Kaiserstraße 16 (Kaiserplatz) 60311 Frankfurt am Main Federal Republic of Germany Requests for information in relation to the Tender Offer should be directed to: THE JOINT DEALER MANAGERS Citigroup Global Markets Limited Commerzbank Aktiengesellschaft Citigroup Centre Mainzer Landstrasse 153 Canada Square DLZ-Geb. 2, Händlerhaus Canary Wharf 60327 Frankfurt am Main London E14 5LB Germany United Kingdom Telephone: +49 (0) 69 136 59920 Telephone: +44 20 7986 8969 Attention: Liability Management Attention: Liability Management Group Group Email: Email: liability.management@commerzbank.comliabilitymanagement.europe@citi.com Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission ofinstructions should be directed to the Tender Agent: THE TENDER AGENT Lucid Issuer Services Limited Leroy House 436 Essex Road London N13QP United Kingdom Telephone: +44 20 7704 0880 Attention: Thomas Choquet Email: commerzbank@lucid-is.com OFFER AND DISTRIBUTION RESTRICTIONS Neither this announcement nor the Tender Offer Memorandum constitutes aninvitation to participate in the Tender Offer in any jurisdiction in which, orto any person to or from whom, it is unlawful to make such invitation or forthere to be such participation under applicable securities laws. Thedistribution of this announcement and the Tender Offer Memorandum in certainjurisdictions may be restricted by law. Persons into whose possession thisannouncement and the Tender Offer Memorandum comes are required by each of theOfferor, the Dealer Manager and the Tender Agent to inform themselves about,and to observe, any such restrictions. United States The Tender Offer is not being made, and will not be made, directly orindirectly in or into, or by use of the mail of, or by any means orinstrumentality of interstate or foreign commerce of or of any facilities of anational securities exchange of, the United States. This includes, but is notlimited to, facsimile transmission, electronic mail, telex, telephone and theinternet. The Notes may not be tendered in the Tender Offer by any such use,means, instrumentality or facility from or within the United States or bypersons located or resident in the United States as defined in Regulation S ofthe U.S. Securities Act of 1933, as amended (the "Securities Act").Accordingly, copies of the Tender Offer Memorandum and any other documents ormaterials relating to the Tender Offer are not being, and must not be, directlyor indirectly mailed or otherwise transmitted, distributed or forwarded(including, without limitation, by custodians, nominees or trustees) in or intothe United States. Any purported tender of Notes in the Tender Offer resultingdirectly or indirectly from a violation of these restrictions will be invalidand any purported tender of Notes made by a person located in the United Statesor any agent, fiduciary or other intermediary acting on a non-discretionarybasis for a principal giving instructions from within the United States will beinvalid and will not be accepted. Each Holder participating in the Tender Offer will represent that it is notlocated in or resident in the United States, as defined in Regulation S underthe Securities Act, and is not participating in the Tender Offer from theUnited States or acting on a non-discretionary basis for a principal located inthe United States that is giving an order to participate in the Tender Offerfrom the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, WakeIsland and the Northern Mariana Islands), any state of the United States ofAmerica and the District of Columbia. United Kingdom The communication of the Tender Offer Memorandum and any other documents ormaterials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposesof section 21 of the Financial Services and Markets Act 2000. Accordingly, suchdocuments and/or materials are not being distributed to, and must not be passedon to, the general public in the United Kingdom. The communication of suchdocuments and/or materials as a financial promotion is only being made to thosepersons in the United Kingdom falling within the definition of investmentprofessionals (as defined in Article 19(5) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005 (the "Financial PromotionOrder")), persons who are within Article 49 of the Financial Promotion Order orany other persons to whom it may otherwise lawfully be made under the FinancialPromotion Order. Belgium Neither the Tender Offer Memorandum nor any other documents or materialsrelating to the Tender Offer have been submitted to or will be submitted forapproval or recognition to the Belgian Financial Services and Markets Authority("Autorité des services et marches financiers / Autoriteit financiële dienstenen markten") and, accordingly, the Tender Offer may not be made in Belgium byway of a public offering, as defined in Articles 3 and 6 of the Belgian Law of1 April 2007 on public takeover bids (the "Belgian Takeover Law") and asamended or replaced from time to time. Accordingly, the Tender Offer may not beadvertised and the Tender Offer will not be extended, and neither the TenderOffer Memorandum nor any other documents or materials relating to the TenderOffer (including any memorandum, information circular, brochure or any similardocuments) has been or shall be distributed or made available, directly orindirectly, to any person in Belgium other than "qualified investors" asreferred to in Article 10 of the Belgian Law of 16 June 2006 on the publicoffer of placement instruments and the admission to trading of placementinstruments on regulated markets, acting on their own account or in anycircumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar asBelgium is concerned, the Tender Offer Memorandum has been issued only for thepersonal use of the above qualified investors and exclusively for the purposeof the Tender Offer. Accordingly, the information contained in the Tender OfferMemorandum may not be used for any other purpose or disclosed to any otherperson in Belgium. France The Tender Offer is not being made, directly or indirectly, to the public inthe Republic of France ("France"). Neither the Tender Offer Memorandum nor anyother document or material relating to the Tender Offer has been or shall bedistributed to the public in France and only (i) providers of investmentservices relating to portfolio management for the account of third parties(personnes fournissant le service d'investissement de gestion de portefeuillepour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés)other than individuals, in each case acting on their own account and all asdefined in, or pursuant to, Articles L.411-1, L.411-2 and D.411-1 of the FrenchCode monétaire et financier, are eligible to participate in the Tender Offer.The Tender Offer Memorandum has not been submitted to the clearance procedures(visa) of the Autorité des marchés financiers. Italy Neither the Tender Offer Memorandum nor any other documents or materialsrelating to the Tender Offer have been submitted to or will be submitted forapproval or recognition to the Commissione Nazionale per le Società e la Borsa(CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy as an exemptedoffer pursuant to article 101-bis, paragraph 3-bis of the Legislative DecreeNo. 58 of 24 February 1998, as amended (the "Financial Services Act") andarticle 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, asamended (the "Issuers' Regulation"). The Tender Offer is also being carried outin compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. A Holder located in the Republic of Italy can tender Notes through authorisedpersons (such as investment firms, banks or financial intermediaries permittedto conduct such activities in the Republic of Italy in accordance with theFinancial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, asamended from time to time, and Legislative Decree No. 385 of September 1, 1993,as amended) and in compliance with applicable laws and regulations or withrequirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulationsconcerning information duties vis-à-vis its clients in connection with theNotes or the Tender Offer. General The Tender Offer Memorandum and any related documents do not constitute anoffer to buy or the solicitation of an offer to sell Notes in any circumstancesin which such offer or solicitation is unlawful. In those jurisdictions wherethe securities, blue sky or other laws require the Tender Offer to be made by alicensed broker or dealer, and the Dealer Managers or any of their respectiveaffiliates are such licensed brokers or dealers in such jurisdictions, theTender Offer shall be deemed to be made by the Dealer Managers or suchaffiliate (as the case may be) on behalf of the Offeror in such jurisdictions. In addition to the representations referred to above in respect of the UnitedStates, the United Kingdom, Belgium, France and Italy each Holder participatingin the Tender Offer will also be deemed to give certain representationsgenerally as set out in "Procedures for Tendering Notes" in the Tender OfferMemorandum. Any tender of Notes for purchase pursuant to the Tender Offer froma Holder that is unable to make these representations will not be accepted.Each of the Offeror, the Dealer Managers and the Tender Agent reserve theright, in their absolute discretion, to investigate, in relation to any tenderof Notes for purchase pursuant to the Tender Offer, whether any suchrepresentation given by a Holder is correct and, if such investigation isundertaken and as a result the Offeror determines (for any reason) that suchrepresentation is not correct, such tender shall not be accepted.