DGAP-News: Hamburg Commercial Bank AG: Signing of binding term sheet regarding a private settlement of litigation relating to the SPARC, RESPARC I, RESPARC II and SPHERE Securities and potential subsequent tender offers

2019. november 29., péntek, 13:40







DGAP-News: Hamburg Commercial Bank AG


/ Key word(s): Miscellaneous






Hamburg Commercial Bank AG: Signing of binding term sheet regarding a private settlement of litigation relating to the SPARC, RESPARC I, RESPARC II and SPHERE Securities and potential subsequent tender offers








29.11.2019 / 13:40




The issuer is solely responsible for the content of this announcement.




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.


Following the termination of the silent participations 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") at the end of 2018, certain holders of the Securities, represented by Quinn Emanuel Urquhart & Sullivan, LLP ("QE"), filed a lawsuit against Hamburg Commercial Bank AG ("HCOB") before the Regional Court (Landgericht) of Kiel, Germany (case reference 14 HKO 95/18) (the "German Litigation"). Prior to the termination, QE, on behalf of a group of current holders of the Securities (the "Applicants"), had filed an application for discovery in aid of non-US proceedings against certain entities located in the US affiliated with the shareholders of HCOB with a US District Court in New York (the "US Discovery"; the German Litigation and the US Discovery together, the "Noteholder Litigation"; clients of QE in relation to the Noteholder Litigation, the "Litigation Group"). In the US Discovery, the Applicants are pursuing the discovery of documents and information for use in the German Litigation against HCOB.



On 7 October 2019, a sub-group of the Litigation Group commenced discussions with HCOB with a view to settling the Noteholder Litigation. Today, holders of over 99% of the Securities held by the Litigation Group (such group, the "Settling Group") and HCOB signed a binding term sheet regarding a private settlement of the Noteholder Litigation as to the members of such Settling Group. Pursuant to the terms of this binding term sheet, each member of the Settling Group shall transfer the Securities held by it as of today (in aggregate approx. 64% of the total outstanding Securities by nominal value) to HCOB against the payment of a settlement price of 36.24% of the principal amount of such Securities. Any Securities acquired thereafter up to a certain date (to be agreed) prior to the closing of the private settlement shall be transferred to HCOB against 36.24% of the principal amount of such Securities. In addition, HCOB has agreed to reimburse the Settling Group for advisory fees, expenses and work fees of up to EUR 14m and pay a settlement fee in an amount of 1% of the principal amount of the Securities held by the members of the Settling Group as of today for endeavours and efforts of the Settling Group in connection with the Noteholder Litigation and the settlement negotiations and efforts. Further, the Settling Group shall, among other things, withdraw the German Litigation (Klagerücknahme) and work in good faith to ensure the official, final and irreversible end of the US Discovery in each case as to the members of the Settling Group, settle any and all of their claims and rights arising out of or in connection with the Securities against HCOB and any third party, and refrain from commencing any future actions in connection with the Securities (or any ancillary proceedings seeking discovery with respect to such actions) against HCOB and any third party. The Settling Group and HCOB will work in good faith to agree on a long-form settlement agreement based on the terms set out in the binding term sheet and target a consummation of the private settlement prior to year-end 2019. All regulatory approvals that are required for HCOB to implement the private settlement have been obtained.



In relation to the Securities that are not held by the Settling Group and therefore are not part of the private settlement, HCOB is currently envisaging, based on the assumption that the private settlement will successfully be consummated and subject to certain conditions, to launch separate fixed price non-US tender offers to retail and institutional holders (the "Tender Offers") in a timely manner following the consummation of the private settlement. Under the Tender Offers, non-US persons who are holders of the Securities located and resident outside the United States, and otherwise eligible to participate under the terms of the respective Tender Offers, could tender their Securities to HCOB under certain terms and conditions to be set out in the applicable tender offer memorandum to be published. HCOB currently contemplates, subject to certain conditions to be published, to accept Securities for tender at a price in cash corresponding to 36.24% of the principal at issue value of the Securities.



Separate announcements will be made upon the launch of any Tender Offer.



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 USD 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 USD 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").



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.



Information contained in this announcement includes certain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements express an expectation or belief and contain a projection, plan or assumption with regard to, among other things, future events, 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. 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 developments 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.



 
















29.11.2019 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
EQS News ID: 924717


ISIN-Liste abrufbar unter:
http://www.hcob-bank.de/media/pdf/investorrelations/funding/anleihe/MarktSegment.pdf



 
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924717  29.11.2019 



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