DGAP-News: Hamburg Commercial Bank AG: Successful implementation of private settlement of litigation relating to the SPARC, RESPARC I, RESPARC II and SPHERE Securities

2019. december 19., csütörtök, 12:24







DGAP-News: Hamburg Commercial Bank AG


/ Key word(s): Miscellaneous






Hamburg Commercial Bank AG: Successful implementation of private settlement of litigation relating to the SPARC, RESPARC I, RESPARC II and SPHERE Securities








19.12.2019 / 12:24




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




Following the signing of a binding term sheet on 29 November 2019, Hamburg Commercial Bank AG ("HCOB") and the holders of the SPARC Securities, RESPARC I Securities, RESPARC II Securities and SPHERE Securities listed below (together the "Securities") that were parties to the binding term sheet (such group, the "Settling Group") yesterday successfully implemented a private settlement in respect of the Securities, as set out in more detail below. Prior to the implementation of the settlement, the Settling Group held over 99% of the Securities represented in the litigation in Kiel (case reference 14 HKO 95/18, the "German Litigation") and also formed the vast majority of the holders that had filed the application for discovery against certain entities located in the US affiliated with the shareholders of HCOB with a US District Court in New York (the "US Discovery" and, together with the German Litigation, the "Litigation").



As part of the private settlement, the Settling Group transferred Securities to HCOB in the aggregate nominal amount of approx. EUR 1.15bn (calculated using, in the case of RESPARC I Securities and SPHERE Securities, an EUR/USD exchange rate of 1.1078) against payment of the settlement price of 36.24% of the nominal amount of such Securities. As a consequence, by nominal amount HCOB acquired EUR 358,460,000 of the SPARC Securities, USD 168,572,000 of the RESPARC I Securities, EUR 369,927,000 of the RESPARC II Securities and USD 301,803,000 of the SPHERE Securities. In addition, HCOB reimbursed the Settling Group for advisory fees, expenses and work fees in an amount of EUR 14m and paid a settlement fee in an amount of 1% of the nominal amount of the Securities held by the members of the Settling Group as of the signing of the binding term sheet (i.e. approx. EUR 11m) for endeavours and efforts of the Settling Group in connection with the settlement of the Litigation and the settlement negotiations. The Securities transferred by the Settling Group pursuant to the private settlement represent approx. 67% of the aggregate nominal amount of Securities outstanding as of the date hereof.



In accordance with the terms of the final settlement documentation entered into by HCOB and the Settling Group on 13 December 2019, which reflects the agreement reached in the binding term sheet, the Settling Group on 17 December 2019 withdrew the German Litigation and finally and irreversibly ended the US Discovery, in each case as to the members of the Settling Group. The Settling Group further undertook to 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/or relevant third parties.



Following the withdrawal of the German Litigation and the US Discovery as to the members of the Settling Group, only one holder remains as plaintiff in the German Litigation and as applicant in the US Discovery. However, HCOB and such holder, whose Securities represent less than 0.1 % of the nominal amount of the Securities outstanding, have today signed a binding term sheet regarding an amicable private settlement. The terms of such binding term sheet include, among other things, a transfer of the Securities of such holder against payment of a settlement price of 36.24% of the nominal amount of such Securities and a withdrawal of the German Litigation and the US Discovery. HCOB and such holder envisage an implementation of the private settlement in January 2020.

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.
















19.12.2019 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: 940281


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



 
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940281  19.12.2019 



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