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CREDIT SUISSE GROUP AG
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Paradeplatz 8
P.O. Box
CH-8070 Zurich
Switzerland
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Telephone +41 844 33 88 44
Fax +41 44 333 88 77
media.relations@credit-suisse.com
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Not for release, publication or distribution in Australia, Canada or Japan.
Media Release
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Credit Suisse Group AG today placed CHF 3.8 billion 4% Subordinated Mandatory and Contingent Convertible Securities (“MACCS”)
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Zurich, July 18, 2012 Credit Suisse Group AG today placed CHF 3.8 billion 4% Subordinated Mandatory and Contingent Convertible Securities ("MACCS"), which are mandatorily convertible into 233.5 million shares at a conversion price of CHF 16.29 per share on March 29, 2013 (subject to early conversion upon certain events)*.
CHF 1.9 billion of MACCS will be purchased directly by strategic and institutional investors, and CHF 1.9 billion MACCS are being offered to shareholders of Credit Suisse Group AG by way of an offering of preferential subscription rights. Strategic and institutional investors have entered into definitive agreements to purchase any MACCS not taken up by shareholders, thereby ensuring placement of the entire CHF 3.8 billion of MACCS.
The MACCS are being issued by Credit Suisse Group (Guernsey) V Limited, and subject to a guarantee whereby Credit Suisse Group AG will agree to unconditionally and irrevocably guarantee all payments and, on a subordinated basis, the delivery of the shares in respect of the MACCS. Through a public offering in Switzerland and private placements in certain countries whose laws so permit, an aggregate principal amount of CHF 1.9 billion of the MACCS will initially be offered to shareholders of Credit Suisse Group AG by way of an offering of preferential subscription rights ("Rights").
Credit Suisse Group AG shareholders will be granted one Right for each registered share held after close of trading on July 19, 2012. 678 Rights confer the right to subscribe to one (1) MACCS of CHF 1,000 principal amount.
The Rights are exercisable from July 20, 2012 until July 27, 2012 at 12.00 noon (CET) and are expected to be traded on the SIX Swiss Exchange AG from July 20, 2012 until July 26, 2012. MACCS for which Rights have not been exercised during the preferential subscription period will be sold to strategic and institutional investors who have entered into definitive agreements to purchase such MACCS, thereby ensuring placement of the entire CHF 3.8 billion of MACCS.
The MACCS’s conversion ratio is equivalent to the CHF 1,000 principal amount per MACCS divided by the conversion price. The MACCS will be mandatorily converted into Credit Suisse Group AG shares on March 29, 2013*. The Issuer will pay a fixed interest amount of CHF 26.56, which is payable upon conversion and equivalent to a rate of 4% per annum.
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Media Release
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July18, 2012
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Payment for MACCS is due on July 31, 2012. Application for the listing and trading of the MACCS on the SIX Swiss Exchange will be made. Credit Suisse Group AG shares are listed and traded on the SIX Swiss Exchange.
Credit Suisse AG is acting as sole book runner and placement agent for the MACCS issue.
*Accelerated conversion may occur prior to March 2013 upon the occurrence of certain contingency and viability events specified in the terms of the MACCS. These terms also contain the conditions of a possible increase in the interest rate.
Information
Media Relations Credit Suisse AG, +41 844 33 88 44, media.relations@credit-suisse.com
Investor Relations Credit Suisse AG, +41 44 333 71 49, investor.relations@credit-suisse.com
This communication is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Neither the issuer nor Credit Suisse Group (or any of their respective affiliates or subsidiaries) intends to register any part of the offering in the United States or to conduct a public offering of securities in the United States. This communication shall not constitute an offer to sell nor the solicitation of an offer to buy the securities referred to herein. Any sales in the United States will be made only to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in transactions exempt from registration under the Securities Act, and sales outside the United States will be made to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons collectively, “relevant persons”). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
In any EEA Member State that has implemented Directive 2003/71/EC (such Directive and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State, together with any applicable implementing measures in the relevant home Member State, the “Prospectus Directive”), this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
Credit Suisse AG
Credit Suisse AG is one of the world's leading financial services providers and is part of the Credit Suisse group of companies (referred to here as 'Credit Suisse'). As an integrated bank, Credit Suisse offers clients its combined expertise in the areas of private banking, investment banking and asset management. Credit Suisse provides advisory services, comprehensive solutions and innovative products to companies, institutional clients and high-net-worth private clients globally, as well as to retail clients in Switzerland. Credit Suisse is headquartered in Zurich and operates in over 50 countries worldwide. The group employs approximately 48,200 people. The registered shares (CSGN) of Credit Suisse's parent company, Credit Suisse Group AG, are listed in Switzerland and, in the form of American Depositary Shares (CS), in New York. Further information about Credit Suisse can be found at www.credit-suisse.com.