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Cembra Money Bank AG

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Ad hoc news News vom 07.05.2015

GE sells its remaining stake in Cembra Money Bank – Cembra buys back shares worth CHF 100 million from GE
Cembra Money Bank AG
 
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Zurich, Switzerland – Cembra Money Bank’s major shareholder General Electric Company ("GE"; acting through its subsidiary GE Capital Swiss Funding AG) today sold in an accelerated book-building process 9,460,785 shares of Cembra Money Bank AG ("Cembra") to various institutional investors. Upon closing of the sale, GE has no remaining stake in Cembra anymore.

 

In the accelerated book-building process, Cembra bought 1,801,801 shares (or 6.0% of the outstanding shares) at a price of CHF 55.50 each, representing the price determined in such book-building process resulting in a total cash outflow of CHF 100 million. This purchase of shares follows the intention communicated with the annual results on 26 February 2015 to use excess capital for share acquisition in case of a liquidity event by a major shareholder. The share purchase will be booked against retained earnings and will not reduce capital contribution reserves and therefore not affect Cembra's ability to make Swiss withholding tax free distributions.

 

The Board of Directors of Cembra will evaluate in due course on the use of the shares which will be held as treasury shares for the time being.

 

The sale of 31.54% of the share capital of Cembra results in additional Swiss issuance stamp tax of up to CHF 3.4 million before income tax (approximately CHF 2.7 million after income tax) and an additional nominal tax benefit of up to CHF 16.3 million (which will be recognized as an adjustment to shareholder’s equity in the US GAAP financial statements).

 

Accordingly, Cembra’s EPS guidance for 2015 is then adjusted to a new range of CHF 4.60 to 4.801vs CHF 4.50 to 4.701communicated previously.

 

After closing of the transaction the free-float in Cembra's shares will increase to about 94%.

 

GE’s divestment will result in the termination of the Relationship Agreement between GE Capital Swiss Funding AG ("GE Capital") and Cembra, however Cembra will continue to work with GE Capital towards the completion of its IT transition and GE Capital's funding commitment towards Cembra will remain unchanged.

 

Contacts

 

Media:

Andreas Werz; +41 44 439 8512; andreas.werz@cembra.ch

Investor Relations:

Christian Waelti; +41 44 439 8572; christian.waelti@cembra.ch

 

 

Key dates

 

20 August 2015

Publication of half-year results 2015

27 April 2016

Annual General Meeting 2016

 

About Cembra Money Bank AG

Cembra Money Bank is a Bank with a well-established position in Swiss consumer finance. The Bank is regulated by FINMA, holds a banking license and provides a range of financial products and services. The Bank holds leading positions in Switzerland for its Personal Loans and Auto business. It has a growing Credit Cards business based on partnering with Swiss retailers and other institutions.

 

Headquartered in Zurich, the Bank operates exclusively in Switzerland through a nationwide network of 25 branches as well as through alternative distribution and sourcing channels, such as the internet, credit card partners, independent agents and over 3,200 auto dealers.

 

 

1Based on an estimated weighted-average numbers of shares outstanding of about 28,780,000 for 2015 compared to 29,960,813 for 2014.