Credit Suisse Group AG has enlarged the banking syndicate underwriting the rights issue and announces the reference price, the purchase price and maximum number of new shares to be issued to and to be purchased by a number of qualified investors without the pre-emptive subscription rights of existing shareholders as well as the expected terms of the rights issue.

Further to the announcement on October 27, 2022, Credit Suisse Group AG announces the reference price for the proposed share capital increases of CHF 4.07, which corresponds to the volume weighted average price of the shares of Credit Suisse Group AG traded on SIX Swiss Exchange on October 27 and October 28, 2022.

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Credit Suisse Group AG furthermore announces the purchase price of each share and the maximum number of new shares to be issued to and purchased by qualified investors without the pre-emptive subscription rights of existing shareholders. The qualified investors have committed, under customary conditions, to purchase 462,041,884 new shares with a par value of CHF 0.04 each for a purchase price of CHF 3.82, corresponding to 94% of the reference price. The expected gross proceeds to Credit Suisse Group AG from the share placement are expected to amount to CHF 1.76 billion. In connection with the share placement to qualified investors, 307,591,623 new shares are expected to be issued to and purchased by Saudi National Bank (SNB).

Following the share placement capital increase, Saudi National Bank is expected to hold 9.9% of Credit Suisse Group AG’s share capital. SNB as well as the other qualified investors have committed not to sell the new shares until after the settlement date of the subsequent rights offering and to exercise all the rights that will be allocated to the shares they have committed to acquire.

Furthermore, under the expected terms of the rights offering (i.e., full issuance of all shares to qualified investors in the share placement as described above), Credit Suisse Group AG expects to issue 889,368,458 new shares with a par value of CHF 0.04 each. Shareholders of Credit Suisse Group AG will be allotted one pre-emptive subscription right for each share they hold on November 25, 2022 (after close of trading). It is expected that seven pre-emptive subscription rights entitle their holder – subject to certain restrictions under applicable local laws – to purchase two new shares at an expected offer price of CHF 2.52 per share, in line with the previously published approximate discount to the theoretical ex-rights price (TERP) of 32% to the reference price and resulting in gross proceeds from the rights issue to Credit Suisse Group AG of approximately CHF 2.24 billion. The gross proceeds of both capital increases are expected to amount to CHF 4.0 billion.

To the extent that the share placement to qualified investors as described above does not take place (e.g. if it is not approved by the Extraordinary General Meeting), Credit Suisse Group AG expects to issue 1,767,165,146 new shares with a par value of CHF 0.04 each in the context of the rights issue. In this case, three pre-emptive subscription rights entitle their holder – subject to certain restrictions under applicable local laws – to purchase two new shares at an offer price of CHF 2.27 per share, in line with the previously published approximate discount to TERP of 32% to the reference price and resulting in gross proceeds to Credit Suisse Group AG of approximately CHF 4.0 billion.

The issuance of the new shares is conditional upon approval by the Extraordinary General Meeting of the capital increases to create the shares which is expected to be held on November 23, 2022. The final terms of the rights issue are expected to be communicated on November 24, 2022.

Source: Credit Suisse