Corporate Press Release

Press Release

Extraordinary General Meeting of Shareholders of Credit Suisse Group AG Approves Implementation of Two Capital Increases

At today’s Extraordinary General Meeting of Shareholders of Credit Suisse Group AG in Berne, the shareholders approved the two proposed capital increases: The shareholders approved an ordinary capital increase by way of a private placement of 58,000,000 newly issued registered shares to a number of qualified investors. The shareholders also approved a second ordinary capital increase by way of a rights offering of up to 260,983,898 newly issued registered shares to existing shareholders.

This document is not for release, publication or distribution (directly or indirectly) in or to the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan. It is not an offer of securities for sale in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan.

This document is not an offer of securities for sale in the United States. The shares to which this document relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of shares in the United States. 

With a majority of 94.95% of the votes represented, the shareholders of Credit Suisse Group AG approved an ordinary capital increase by way of a private placement of 58,000,000 newly issued registered shares with a nominal value of CHF 0.04 each to a number of qualified investors. The proposed private placement was therefore approved by more than the required majority of two-thirds of the votes represented at the Extraordinary General Meeting of Shareholders.

As already announced, Credit Suisse Group AG entered into agreements with a number of qualified investors to purchase and subscribe, under customary conditions, to a total of 58,000,000 registered shares with a nominal value of CHF 0.04 each. The purchase price per share is CHF 22.75. This corresponds to 94.5% of the volume-weighted average price of the registered shares of Credit Suisse Group AG traded on the SIX Swiss Exchange on October 21, 2015. The expected gross proceeds of this private placement for Credit Suisse Group AG amount to CHF 1.32 billion.

In addition, with a majority of 95.98% of the votes represented, the shareholders of Credit Suisse Group AG approved a second ordinary capital increase by way of a rights offering of up to 260,983,898 newly issued registered shares with a nominal value of CHF 0.04 each to existing shareholders. The proposed rights offering was therefore approved by more than the required majority of 50.0% of the votes presented at the Extraordinary General Meeting of Shareholders.

Accordingly, shareholders of Credit Suisse Group AG will be allotted one preemptive subscription right for each registered share they hold on November 20, 2015, after close of trading. 13 preemptive subscription rights entitle the holder of such rights – subject to certain restrictions under applicable local laws – to purchase 2 new registered shares at the offer price of CHF 18 per share. Credit Suisse Group AG expects the gross proceeds of the rights offering to amount to approximately CHF 4.7 billion.

The preemptive subscription rights are expected to be traded on the SIX Swiss Exchange from November 23 to December 1, 2015. The exercise period for the preemptive subscription rights is expected to be from November 23 to December 3, 2015, 12:00 noon (CET). The listing and the first day of trading of the new registered shares on the SIX Swiss Exchange, as well as the delivery of the new registered shares against payment of the offer price, are expected to take place on December 4, 2015.

Urs Rohner, Chairman of the Board of Directors of Credit Suisse Group AG, said, “I would like to thank our shareholders for their trust in Credit Suisse. The strengthened capital base enables us to implement our strategic goals and is an important prerequisite for our future success.” 

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