The FINANCIAL — The Board of Directors of Credit Suisse Group AG will propose to an Extraordinary General Meeting to be held on November 19, 2015, to approve two separate share capital increases: A first capital increase through the issuing of new registered shares to a number of qualified investors, and a second capital increase through a rights offering for existing shareholders. Through the proposed share capital increases, 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.
In a first step, a number of qualified investors have committed, under customary conditions, to purchase 58,000,000 new registered shares with a par value of CHF 0.04 each. The purchase price of each share corresponds to 94.5% of the volume weighted average price of the registered shares of Credit Suisse Group AG traded on the SIX Swiss Exchange on October 21, 2015. Existing shareholders will not have preemptive subscription rights for these new registered shares. The investors have committed not to sell the new registered shares before the settlement date of the subsequent rights offering and to participate in the rights offering based on the total number of registered shares they have newly acquired. The gross proceeds for Credit Suisse Group AG are expected to amount to approximately CHF 1.35 billion. The issuance of these new shares is conditional upon the Extraordinary General Meeting approving the following second measure, according to Credit Suisse.
In a second step, which is not conditional upon the Extraordinary General Meeting approving the above first measure, the Board of Directors will, at the same Extraordinary General Meeting, propose to carry out 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 up to 260,983,898 new registered shares with a par value of CHF 0.04 each.
Shareholders of Credit Suisse Group AG will be allotted one preemptive subscription right for each registered share they hold on November 20, 2015 (after close of trading). 13 preemptive 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 18 per share. Credit Suisse Group AG expects the gross proceeds of the rights offering to amount to approximately CHF 4.7 billion.
The preemptive subscription rights are expected to be traded on the SIX Swiss Exchange from November 23 to December 1, 2015. The exercise period for the preemptive subscription rights is expected to be from November 23 to December 3, 2015, 12:00 noon (CET). The listing and the first day of trading of the new registered shares on the 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 December 4, 2015.
A syndicate of banks has committed, subject to customary conditions, to firmly underwrite the new registered shares issued under the rights offering (with the exception of the new shares for which investors have committed to exercise preemptive subscription rights in the first step, as stated above).
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 October 27, 2015.
Indicative key dates for share capital increases
November 19, 2015: Extraordinary General Meeting
November 20, 2015: After close of trading on the SIX Swiss Exchange:
Cut-off date for determination of existing shareholders for the entitlement of preemptive subscription rights. Shareholders who purchase registered shares after the cut-off date will acquire shares without entitlement to preemptive subscription rights
November 23, 2015: Publication of the offering and listing prospectus
November 23, 2015: Listing and first trading day on the SIX Swiss Exchange of the new registered shares acquired by investors without the preemptive subscription rights of existing shareholders
November 23 – December 1, 2015: Rights trading period (trading on the SIX Swiss Exchange)
November 23 – December 3, 2015 12:00 noon (CET): Rights exercise period
December 3, 2015: Press release with results of rights offering (after 5:30 p.m. CET)
December 4, 2015: Settlement of rights offering (delivery of the new registered shares against payment of the offer price)
December 4, 2015: Listing and first trading day on the SIX Swiss Exchange of the new registered shares acquired by investors from the rights offering