HAMBURG COMMERCIAL BANK AG Hamburg Commercial Bank AG: Update of the expected book values of silent participations funded by the issuance of SPARC, RESPARC I, RESPARC II and SPHERE Securities as of 31 December 2020

Transparency directive : regulatory news

12/02/2019 16:11

DGAP-News: Hamburg Commercial Bank AG / Key word(s): Capital Reorganisation
Hamburg Commercial Bank AG: Update of the expected book values of silent participations funded by the issuance of SPARC, RESPARC I, RESPARC II and SPHERE Securities as of 31 December 2020

12.02.2019 / 16:11
The issuer is solely responsible for the content of this announcement.


Hamburg Commercial Bank AG: Termination of Hybrid Capital Instruments in 2018 - estimate of redemption value 2020

NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

At the end of 2018, Hamburg Commercial Bank AG (formerly known as HSH Nordbank AG) terminated the silent participations (the "Silent Participations for Securities") funded by the issuance of the SPARC Securities, the RESPARC I Securities, the RESPARC II Securities and the SPHERE Securities listed below (together the "Securities") as well as the bilateral silent participation agreements with other investors (the "Bilateral Silent Participations" and together with the Silent Participations for Securities collectively the "Hybrid Capital Instruments").
The termination of the Hybrid Capital Instruments constitutes a part of Hamburg Commercial Bank AG's previously announced endeavours to restructure, streamline and strengthen its regulatory capital base following its privatisation in 2018.

As a consequence of the termination of the Hybrid Capital Instruments, the relevant silent participations will be required to be repaid by Hamburg Commercial Bank AG in 2021 in accordance with the terms of the Hybrid Capital Instruments.

Pursuant to the terms and conditions of the Securities, the termination of the Silent Participations for Securities will result in redemption of the relevant Securities on the repayment date of the respective Silent Participation for Securities and each of the issuers of the relevant Securities will be required under the terms and conditions of the relevant Securities to use the repayment amount received by it on the repayment date of the relevant Silent Participation for Securities for the repayment of the relevant Securities to the holders thereof. Pursuant to the terms of the Hybrid Capital Instruments, the relevant repayment amount (and thus the redemption amount payable pursuant to the terms and conditions of the Securities) will be identical to the book values of the relevant silent participations as determined in Hamburg Commercial Bank AG's unconsolidated balance sheet pursuant to HGB (German GAAP) as of 31 December 2020.

In its announcement dated 30 November 2018 Hamburg Commercial Bank AG estimated an HGB (German GAAP) book value of the bank's Silent Participations for Securities in the area of 15% as of 31 December 2020. Due to higher than expected losses under HGB (German GAAP) for the year ended 2018 and changed forecasts for fiscal years 2019 and 2020, the projected HGB (German GAAP) book values of Silent Participations for Securities as of 31 December 2020 are currently expected to be well below 10%. Hamburg Commercial Bank AG still does not expect that losses carried forward under HGB (German GAAP) will be offset in the financial years up to 2020.

For reference, the HGB (German GAAP) book values of the Silent Participations for Securities were 39.7% as of 31 December 2017.

The estimated book values 2020E and the projected HGB (German GAAP) annual results for the financial years 2018-2020 are subject to a number of assumptions and results concerning the execution of the bank's business plan.

It should be noted that significant differences exist between HGB (German GAAP) and IFRS accounting. Due to the valuation of the termination of the Hybrid Capital Instruments and other impacts surrounding the privatisation process, Hamburg Commercial Bank AG still expects a profit under IFRS for the financial year 2018. The final IFRS and HGB (German GAAP) results are expected to be published end of March.

Securities:

- the EUR 500,000,000 LB Kiel Silent Participation Assimilated Regulatory Capital (SPARC) Securities (ISIN XS0142391894) issued by Banque de Luxembourg (on a fiduciary basis) and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "SPARC Securities");

- the US$ 300,000,000 LB Kiel Re-Engineered Silent Participation Assimilated Regulatory Capital (RESPARC) Securities (ISIN XS0159207850) issued by RESPARCS Funding Limited Partnership I and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "RESPARC I Securities");

- the EUR 500,000,000 LB Kiel Re-Engineered Silent Participation Assimilated Regulatory Capital (RESPARC) Securities (ISIN DE0009842542) issued by RESPARCS Funding II Limited Partnership and admitted to trading on the regulated market of the Frankfurt Stock Exchange and Euronext Amsterdam N.V. (the "RESPARC II Securities");

- the US$ 500,000,000 HSH Nordbank Silent Participation Hybrid Equity Regulatory (SPHERE) Securities (ISIN XS0221141400) issued by Banque de Luxembourg (on a fiduciary basis) and admitted to trading on the regulated market of Euronext Amsterdam N.V. (the "SPHERE Securities").

Information contained in this announcement includes certain forward-looking statements that are subject to risks and uncertainties. In particular, the expected book values 2020E, and any forecasts as to the actual results and for loss carried forward are such forward-looking statements. Forward-looking statements express an expectation or belief and contain a projection, plan or assumption with regard to, among other things, future revenues, profit and/or capital structure of Hamburg Commercial Bank AG and, to the extent applicable, its consolidated subsidiaries. Any forward-looking statements are based on the information and facts available at the time of this announcement and Hamburg Commercial Bank AG's present expectations and beliefs about future events. Moreover, Hamburg Commercial Bank AG cannot exclude that the outcome of current and potential future litigation could have an impact on the future book values of the Hybrid Capital Instruments, including, but not limited to, the book values 2020E. As with any projection or forecast, these statements rest on assumptions that may not occur, or may occur differently and are inherently susceptible to uncertainty and changes in circumstances. It is therefore possible that the actual results and development may differ materially from the forecasts. Except as may be required by applicable law, Hamburg Commercial Bank AG is under no obligation to, and expressly disclaims any obligation to, update or alter the forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. If Hamburg Commercial Bank AG does update one or more forward-looking statements, no inference should be made that it will make additional updates with respect to those or other forward-looking statements. Hamburg Commercial Bank AG neither explicitly nor implicitly accepts liability, nor gives any guarantee for the actuality, accuracy or completeness of this data and information.

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell any securities owned or held by persons in the United States or in any other jurisdiction.

 



12.02.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Language: English
Company: Hamburg Commercial Bank AG
Gerhart-Hauptmann-Platz 50
20095 Hamburg
Germany
Phone: +49 (0)40 33 33-0
Fax: +49 (0)40 33 33-340 01
E-mail: info@hcob-bank.com
Internet: www.hcob-bank.com
ISIN: DE000HSH2H15, DE000HSH2H23
WKN: HSH2H1, HSH2H2
Listed: Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart

ISIN-Liste abrufbar unter: http://www.hcob-bank.de/media/pdf/investorrelations/funding/anleihe/MarktSegment.pdf
 
End of News DGAP News Service

775029  12.02.2019 

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