Credit Suisse shareholders greenlight $4.2 billion capital raise

Credit Suisse shareholders on Wednesday approved a 4 billion Swiss franc ($4.2 billion) capital raise aimed at financing the embattled lender’s massive strategic overhaul.

Credit Suisse’s capital raising plans are split into two parts. The first, which was backed by 92% of shareholders, grants shares to new investors including the Saudi National Bank via a private placement. The new share offering will see the SNB take a 9.9% stake in Credit Suisse, making it the bank’s largest shareholder.

SNB Chairman Ammar AlKhudairy told CNBC in late October that the stake in Credit Suisse had been acquired at “floor price” and urged the Swiss lender “not to blink” on its radical restructuring plans.

The second capital increase issues newly registered shares with pre-emptive rights to existing shareholders, and passed with 98% of the vote.

Credit Suisse Chairman Axel Lehmann said the vote marked an “important step” in the building of “the new Credit Suisse.”

“This vote confirms confidence in the strategy, as we presented it in October, and we are fully focused on delivering our strategic priorities to lay the foundation for future profitable growth,” Lehmann said.

Credit Suisse on Wednesday projected a 1.5 billion Swiss franc ($1.6 billion) loss for the fourth quarter as it begins its second strategic overhaul in less than a year, aimed at simplifying its business model to focus on its wealth management division and Swiss domestic market.

The restructuring plans include the sale of part of the bank’s securitized products group (SPG) to U.S. investment houses PIMCO and Apollo Global Management, as well as a downsizing of its struggling investment bank through a spin-off of the capital markets and advisory unit, which will be rebranded as CS First Boston.

The multi-year transformation aims to shift billions of dollars of risk-weighted assets from the persistently underperforming investment bank to the wealth management and domestic divisions, and to reduce the group’s cost base by 2.5 billion, or 15%, by 2025.

‘Too big to fail’ but more transparency needed

Vincent Kaufman, CEO of the Ethos Foundation, which represents hundreds of Swiss pension funds that are active shareholders in Credit Suisse, voiced disappointment ahead of Wednesday’s vote that the group was no longer considering a partial IPO of the Swiss domestic bank, which he said would have “sent a stronger message to the market.”

Despite the dilution of shares, Kaufman said the Ethos Foundation would support the issuance of new shares to existing shareholders as part of the capital raise, but opposed the private placement for new investors, primarily the SNB.

“The capital increase without pre-emptive rights in favor of new investors exceed our dilution limits set in our voting guidelines. I discussed with several of our members, and they all agree that the dilution there is too high,” he said.

“We do favor the part of the capital increase with preemptive rights, still believing that the potential partial IPO of the Swiss division would have also been a possibility to raise capital without having to dilute at such a level existing shareholders, so we are not favoring this first part of the capital increase without pre-emptive rights.”

At Credit Suisse’s annual general meeting in April, the Ethos Foundation tabled a shareholder resolution on climate strategy, and Kaufman said he was concerned about the direction this would take under the bank’s new major shareholders.

“Credit Suisse remains one of the largest lenders to the fossil fuel industry, we want the bank to reduce its exposure, so I’m not sure this new shareholder will favor such a strategy. I’m a little bit afraid that our message for a more sustainable bank will be diluted among these new shareholders,” he said.

Wednesday’s meeting was not broadcast, and Kaufman lambasted the Credit Suisse board for proposing a capital raise and entering in new external investors “without considering existing shareholders” or inviting them to the meeting.

He also raised questions about “conflict of interest” among board members, with board member Blythe Masters also serving as a consultant to Apollo Global Management, which is buying a portion of Credit Suisse’s SPG, and board member Michael Klein slated to head up the new dealmaking and advisory unit, CS First Boston. Klein will step down from the board to launch the new business.

“If you want to restore trust, you need to do it clean and that’s why we’re still not convinced. Again, a stronger message with an IPO of the Swiss domestic bank would have reassured at least the pension funds that we are advising,” he said.

However, Kaufman stressed that he was not concerned about Credit Suisse’s long-term viability, categorizing it as “too big to fail” and highlighting the bank’s strong capital buffers and shrinking outflows.