Determination of the conversion ratio for the two series of mandatory convertible notes whose placement was announced on April 22 as well as the subscription ratio of the rights in relation to Series B of the mandatory convertible notes
THESE MATERIALS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR TO AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
THESE MATERIALS ARE NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR TO U.S. PERSONS (“U.S. PERSONS”) AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE SECURITIES OF CREDIT SUISSE GROUP AG OR ITS AFFILIATES DESCRIBED IN THESE MATERIALS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT.
Credit Suisse Group AG today announces that it has determined the conversion ratio and conversion price for the two series of mandatory convertible notes (“MCNs”), the Series A MCNs and the Series B MCNs, whose placement was announced on April 22, 2021 in a separate press release (the “April 22 Release”) as well as the subscription ratio applicable to the preferential subscription rights (“Rights”) further described in the April 22 Release to be granted to shareholders of Credit Suisse Group AG in relation to the Series B MCNs.
The MCNs’ conversion ratio has been determined to be 23,121.38728 shares per CHF 200,000 principal amount in respect of the Series A MCNs and 115.60694 shares per CHF 1,000 principal amount in respect of the Series B MCNs, which in each case is equal to the CHF-denominated principal amount of one MCN of the relevant series divided by the conversion price, which has been determined to be CHF 8.65 in respect of each series. As discussed in the April 22 Release, the conversion price represents the average of the volume-weighted average price (VWAP) of Credit Suisse Group AG’s shares on April 22 and 23, 2021, less a discount of 5.0%. As a result of such determinations, the aggregate principal amount of Series A MCNs to be issued will be CHF 865 million and the aggregate principal amount of Series B MCNs to be issued will be CHF 891 million.
As discussed in the April 22 Release, for the Series B MCNs, Credit Suisse Group AG shareholders will be granted one Right for each registered share held after close of trading on April 27, 2021. The subscription ratio (that is, the number of Rights necessary to subscribe to one (1) Series B MCN of CHF 1,000 principal amount at the issue price of 100%) has been determined to be 2,713 Rights. As discussed in the April 22 Release, the Rights will, subject to certain limitations based on residency, be exercisable from April 28, 2021 until May 6, 2021 at 12.00 noon (CEST).