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GE Money Bank AG sets price range for IPO on SIX Swiss Exchange

16 October 2013

GE Money Bank AG sets price range for IPO on SIX Swiss Exchange

Price range of CHF 43 to CHF 51 per Share implies placement volume of CHF 774 to CHF 918 million (pre exercise of over-allotment option)

ZURICH, 16 October 2013: GE Money Bank AG (or the “Company”), a leading consumer finance bank in Switzerland, announces today the launch of its initial public offering (“IPO”) with the publication of its Offering Memorandum and the start of the book-building process. The Company will be renamed Cembra Money Bank AG at the time of the IPO.

Press release

**NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA**

This announcement is for information purposes only and does not constitute a prospectus or offering memorandum, or an offer or part of an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States, Canada, Japan or Australia. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and the securities may not be offered, sold, pledged or otherwise transferred absent registration or an exemption from registration. Subject to certain exemptions in accordance with the Securities Act, the securities referred to in this announcement may not be sold or offered for sale in Australia, Canada or Japan or to or for the account of Australian, Canadian or Japanese persons.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Offering (as defined below) will be made, and any investor should make their investment decision solely on the basis of the information that is contained in the offering memorandum (the “Offering Memorandum”) published by GE Money Bank AG in connection with the listing of all of its issued and outstanding 30,000,000 fully paid registered shares (“Shares“) of CHF 1.00 par value each on SIX Swiss Exchange. Copies of the Offering Memorandum may be obtained free of charge from Credit Suisse AG, Zurich (telephone: +41 44 333 4385, fax: +41 44 333 3593, e-mail: equity.prospectus@credit-suisse.com).

There will be an initial public offering in Switzerland to retail and institutional investors, private placements to institutional investors in certain jurisdictions outside Switzerland and the US in accordance with applicable securities laws and in reliance on Regulation S under the Securities Act and on the basis of exemptions provided by directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended and within the US to qualified institutional buyers as defined in, and in reliance upon, the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act (the “Offering”).

The price for each Share in the proposed Offering is expected to be between CHF 43 to CHF 51, which would imply a total market capitalisation of CHF 1,290 million to CHF 1,530 million.

The selling shareholder, GE Capital Swiss Funding AG, (the “Selling Shareholder”) will offer up to 18,000,000 Shares, representing up to 60% of the Company's Shares, with a nominal value of CHF 1.00 each (the “Base Offer”).

In addition, the Selling Shareholder has granted the syndicate banks an over-allotment option of up to 2,500,000 Shares, representing approximately 13.9% of the Shares offered in the Base Offer, which can be exercised within 30 days after the first trading day on the SIX Swiss Exchange. The free float is expected to amount to approximately 60% of the Shares before exercise of the overallotment option (assuming all 18,000,000 Shares are sold) and approximately 68.3% if the overallotment option is exercised in full, corresponding to a total placement volume of up to CHF 882 to CHF 1,046 million assuming full exercise of the over-allotment option. The Selling Shareholder and the Company have committed to a lock-up period of 12 months and 6 months respectively after the listing (subject to customary exceptions).

The book-building process begins on 16 October 2013 and is expected to end on or around 29 October 2013, noon CET. The final offer price and the final number of offered Shares are expected to be published on or around 30 October 2013 before the start of trading on the SIX Swiss Exchange. The listing of the Shares and commencement of trading in Shares on the SIX Swiss Exchange is expected to take place on or around 30 October 2013. Credit Suisse has been appointed as sole Global Coordinator and Joint Bookrunner. BofA Merrill Lynch and Deutsche Bank AG have been appointed as Joint Bookrunners and Bank Vontobel AG is acting as Co-Lead Manager.

Robert Oudmayer, CEO of GE Money Bank Switzerland, said: “The proposed listing on SIX Swiss Exchange emphasizes that the bank is a profitable and well run business and is a further milestone in the history of the bank. The listing will enhance our public profile as a leading Swiss consumer finance provider and is the best way for the bank to position itself for future growth. We look forward to our future as an independent bank with confidence.”

GE Capital will continue to maintain a strong relationship with the Company after the proposed IPO to ensure its smooth transition to an independent company. Although its residual stake in the Company will reduce over time, GE Capital is committed to retaining a significant minority stake for a period of one year under the terms of its lock-up arrangements. It will also continue to be an important source of funding for the Company, providing committed funding of up to CHF 1 billion for five years. GE Capital will initially have two directors on the Board of Directors of the Company.

Important information for media:

Listing	SIX Swiss Exchange (Main Standard)
Ticker symbol	CMBN
ISIN	CH022 517 316 7
Price range	CHF 43 to CHF 51 per Share
Offered shares by Selling Shareholder	Base Offer of up to 18,000,000 Shares Over-allotment option of up to 2,500,000

Anticipated schedule

Book-building period	16 October 2013 to on or around 29 October 2013 noon CET
Pricing and allocation	Expected to occur on or around 29 October 2013
Announcement of final offer price per Share and final number of offered Shares Listing and first day of trading	On or around 30 October 2013
Book-entry delivery of offered Shares against payment of the offer price	On or around 4 November 2013

Further information about GE Money Bank AG

The Company is a bank with a well-established position in Swiss consumer finance. The Company is regulated by FINMA, holds a banking licence and provides a range of financial products and services. The Company holds leading positions in Switzerland for its personal loans and auto loans and leases. It has a growing credit card business based on partnering with Swiss retailers and other institutions.

Headquartered in Zurich, the Company operates almost 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.

The Company generated a net income of approximately CHF 133 million in 2012. As at 30 June 2013, the Company had financing receivables of over CHF 4 billion and a pro forma consolidated tier 1 capital ratio of 19.6%⁽¹⁾. It had approximately 700 full time equivalent employees, serving approximately 618,000 customers.

GE Capital entered Switzerland with the acquisition of Bank Aufina in 1997 and Bank Prokredit in 1998, respectively founded in 1912 and 1953. In 2006, GE Capital brought the consumer credit business together under the GE Money Bank brand.

For more information visit: www.cembra.ch/en/investor-relations

⁽¹⁾ The Company's pro forma consolidated tier 1 capital ratio as at 30 June 2013 assumes that the interim dividend of CHF 200 million paid by the Company in August 2013 was paid as at 30 June 2013 and takes into account the full amount of the Company's net income for the six-month period ended 30 June 2013.

About GE Capital International

GE Capital International is a leading provider of specialist finance to the mid-market, with headquarters in London and serving customers from 26 countries across Europe, the Middle-East and Asia Pacific.

With over 27,000 employees and revenues of approximately USD 12 billion, GE Capital International is focused on driving growth in its core commercial leasing and lending products and markets. It provides mid-market customers with a wide range of financing solutions including accounts receivable management, inventory finance, asset backed lending, cross-border financing, leveraged finance, leasing/vendor finance and fleet management solutions.

GE Capital focuses on sectors where it can share GE's 130+ year heritage with customers - energy, healthcare, transportation and industrial. Through its ‘Access GE' programme, GE Capital gives customers access to GE's experience and expertise to help solve their biggest business issues and challenges.

For more info, visit GE.Capital.com

Contact Information GE Money Bank AG

Media Contact

Brigitte Kaps, +41 44 439 8194 brigitte.kaps@ge.com

Martin Meier-Pfister, +41 43 244 8140 martin.meier-pfister@irfcom.ch

Investor Relations

Christian Waelti, +41 44 439 8572 christian.waelti@ge.com

Contact information GE Capital International

Angela Grundey, +44 7917 277 419 angela.grundey@ge.com

Tom Steiner, +44 7787 415 891 tom.steiner@ge.com

Investor Relations:

Neil Doyle, FTI Communications +44 207 269 7237 neil.doyle@fticonsulting.com

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement is not an offering circular within the meaning of art. 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or a prospectus under any other applicable law.

All financial information (excluding the pro forma consolidated tier 1 capital ratio) in this announcement is presented under US generally accepted accounting principles.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, Japan or Australia. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Shares to any person in the United States, Canada, Japan or Australia or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares may not be offered or sold in the United States or to a U.S. person, unless registered under the Securities Act, or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of Shares has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada or Japan.

This announcement does not constitute an offer document or an offer of transferable securities to the public in the UK to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom (“FSMA”) applies and should not be considered as a recommendation that any person should subscribe for or purchase any of the Shares. The Shares will not be offered or sold to any person in the United Kingdom except in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom in contravention of section 85(1) of FSMA.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This announcement is being communicated only to: (a) persons outside the United Kingdom; (b) persons who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); or (c) high net worth companies, unincorporated associations and other bodies within the categories described in Article 49(2) of the FPO (together \"relevant persons\"). The Shares are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. No part of this announcement should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of the Company.

This announcement may include statements that are, or may be deemed to be, “forward-looking” statements, beliefs or opinions. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “target”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, GE Capital, BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, Bank Vontobel AG and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Shares should be made solely on the basis of the information contained in the Offering Memorandum issued by the Company in connection with the Offering. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The date on which the Shares are listed and the Offering may be influenced by things such as market conditions. There is no guarantee that the Shares will be listed or that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to listing the Shares or the Offering at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

BofA Merrill Lynch, and Deutsche Bank AG, London Branch each of which is authorised by the U.K. Prudential Regulation Authority and regulated by the U.K. Financial Conduct Authority and the U.K. Prudential Regulation Authority, and Credit Suisse AG and Bank Vontobel AG, each of which is authorised by the Swiss Financial Market Supervisory Authority FINMA, are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, Bank Vontobel AG and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities or related investments in connection with the Offering or otherwise. Accordingly, references in the Offering Memorandum to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, Bank Vontobel AG and any of their affiliates acting as investors for their own accounts. BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, and Bank Vontobel AG do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of BofA Merrill Lynch, Credit Suisse AG, Deutsche Bank AG, London Branch, Bank Vontobel AG or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, Credit Suisse AG, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares for 30 calendar days after the first day of trading of the Shares on SIX Swiss Exchange at a higher level than that which might otherwise prevail during such period within the limitations of article 55e of the Ordinance on the Swiss Federal Act on Stock Exchanges and Securities Trading. Credit Suisse AG is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the first day of trading of the Shares on SIX Swiss Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Credit Suisse AG or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither Credit Suisse AG nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.

###ENDS###