Cembra Money Bank AG
 
PR 06112013
 
Press release

 

**NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA**

This announcement is for information purposes only and does not constitute a prospectus or offering memorandum, or an offer or part of an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States, Canada, Japan or Australia.  The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and the securities may not be offered, sold, pledged or otherwise transferred absent registration or an exemption from registration.  Subject to certain exemptions in accordance with the Securities Act, the securities referred to in this announcement may not be sold or offered for sale in Australia, Canada or Japan or to or for the account of Australian, Canadian or Japanese persons.

 

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.  Any offer to acquire Shares pursuant to the IPO (the “Offering”) will be made, and any investor should make their investment decision solely on the basis of the information that is contained in the offering memorandum dated 15 October 2013 including the supplement to the offering memorandum, dated 29 October 2013 (together,  the “Offering Memorandum”) published by Cembra Money Bank AG in connection with the listing of all of its issued and outstanding 30,000,000 fully paid registered shares (“Shares“) of CHF 1.00 par value each on the SIX Swiss Exchange. Copies of the Offering Memorandum may be obtained free of charge from Credit Suisse AG, Zurich (telephone: +41 44 333 4385, fax: +41 44 333 3593, e-mail: equity.prospectus@credit-suisse.com).

 

Cembra Money Bank AG

Exercise of IPO Over-Allotment Option

 

ZURICH, 6 November 2013: Cembra Money Bank AG (formerly GE Money Bank AG) (“Cembra Money Bank” or the “Company” or the “Bank”), announces that Credit Suisse AG, acting on behalf of the syndicate banks, has exercised in full the over-allotment option of 2,500,000 Shares at the offer price of CHF 51 per share (“Over-Allotment Option”), as part of its Initial Public Offering (“IPO”).

 

Including the shares placed in connection with the Over-Allotment Option, a total of 20,500,000 Shares have been sold in the IPO of Cembra Money Bank, which corresponds to an offer size of CHF 1,046 million and results in a free float of approximately 68.3%. The 2,500,000 registered shares of Cembra Money Bank covering the Over-Allotment Option are existing shares sold by GE Capital Swiss Funding AG (the “Selling Shareholder”).

 

The syndicate of banks consists of Credit Suisse AG as the sole global coordinator and joint bookrunner, together with BofA Merrill Lynch and Deutsche Bank AG, London, as joint bookrunners and Bank Vontobel AG as co-lead manager (the “Syndicate”). The Selling Shareholder and the Company have committed to a lock-up period of 12 months and 6 months respectively after the listing (subject to customary exceptions).

 

Contact Information Cembra Money Bank AG

 

Media Contact

Brigitte Kaps, +41 44 439 8194 brigitte.kaps@cembra.ch

 

Investor Relations

Christian Waelti, +41 44 439 8572 christian.waelti@cembra.ch

 

Contact information GE Capital International

Angela Grundey, +44 7917 277419 angela.grundey@ge.com

Tom Steiner, +44 7787 415891 tom.steiner@ge.com

 

Investor Relations:

Neil Doyle, FTI Consulting +44 207 269 7237 neil.doyle@fticonsulting.com

 

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement is not an offering circular within the meaning of art. 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 a prospectus under any other applicable law.

 

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, Japan or Australia. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Shares to any person in the United States, Canada, Japan or Australia or in any jurisdiction to whom or in which such offer or solicitation is unlawful.  The Shares may not be offered or sold in the United States or to a U.S. person, unless registered under the Securities Act, or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.  The offer and sale of Shares has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan.  Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.  There will be no public offer of the Shares in the United States, Australia, Canada or Japan.

 

This announcement does not constitute an offer document or an offer of transferable securities to the public in the UK to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom (“FSMA”) applies and should not be considered as a recommendation that any person should subscribe for or purchase any of the Shares. The Shares will not be offered or sold to any person in the United Kingdom except in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom in contravention of section 85(1) of FSMA.

 

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This announcement is being communicated only to: (a) persons outside the United Kingdom; (b) persons who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); or (c) high net worth companies, unincorporated associations and other bodies within the categories described in Article 49(2) of the FPO (together "relevant persons"). The Shares are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. No part of this announcement should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of the Company.

 

Any purchase of Shares should be made solely on the basis of the information contained in the Offering Memorandum issued by the Company in connection with the Offering.  No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.  The information in this announcement is subject to change.

 

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.  Persons considering making such investments should consult an authorised person specialising in advising on such investments.  This announcement does not constitute a recommendation concerning the Offering.  The value of the Shares can decrease as well as increase.  Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

 

BofA Merrill Lynch, and Deutsche Bank AG, London Branch each of which is authorised by the U.K. Prudential Regulation Authority and regulated by the U.K. Financial Conduct Authority and the U.K. Prudential Regulation Authority, and Credit Suisse AG and Bank Vontobel AG, each of which is authorised by the Swiss Financial Market Supervisory Authority FINMA, are acting exclusively for the Company and no-one else in connection with the Offering.  They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

In connection with the Offering, BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, Bank Vontobel AG and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities or related investments in connection with the Offering or otherwise.  Accordingly, references in the Offering Memorandum to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, Bank Vontobel AG and any of their affiliates acting as investors for their own accounts.  BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, and Bank Vontobel AG do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

None of BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, Bank Vontobel AG or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

In connection with the Offering, Credit Suisse AG, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares for 30 calendar days after the first day of trading of the Shares on SIX Swiss Exchange at a higher level than that which might otherwise prevail during such period within the limitations of article 55e of the Ordinance on the Swiss Federal Act on Stock Exchanges and Securities Trading.  Credit Suisse AG is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the first day of trading of the Shares on SIX Swiss Exchange and ending no later than 30 calendar days thereafter.  However, there will be no obligation on Credit Suisse AG or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken.  Such stabilising measures, if commenced, may be discontinued at any time without prior notice.  In no event will measures be taken to stabilise the market price of the Shares above the offer price.  Save as required by law or regulation, neither Credit Suisse AG nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.

 

###ENDS###