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Swiss drop offer to buy US$500m CCB stake

Credit Suisse withdraws at the eleventh hour to avoid further delays in $60b record listing of the mainland lender

An offer from Swiss financial services group Credit Suisse to invest US$500 million in China Construction Bank's (CCB) upcoming global share issue has been abandoned after months of negotiations, banking sources said.

They said the decision was taken in order not to delay the listing of the mainland bank any further.

However, the decision to abandon a potential investment, first reported by Finance Asia, appeared to have been due to the reluctance to wait for a waiver exempting Credit Suisse's investment banking arm, Credit Suisse First Boston (CSFB), from restrictions imposed on initial public offering underwriters with regard to share sales to connected parties, they said.

The last-minute withdrawal means Bank of America Corp and Singapore government-backed Temasek Holdings will be the only confirmed foreign investors in the mainland's third-largest lender when it starts marketing its offer next week, which could raise up to $60 billion.

The scrapped investment will not affect a share in the underwriting mandate recently secured by CSFB for CCB's sale, which could result in underwriting fees of as much as $1.8 billion.

A source confirmed this week that CSFB would be joint bookrunner and joint lead manager for the offer, alongside joint sponsors and global co-ordinators China International Capital Corp (CICC) and Morgan Stanley.

CSFB's role in the deal was widely expected to be linked to Credit Suisse's planned investment, especially since market sources said Citigroup was dropped as one of the sponsors after failing to execute a commitment to buy a stake in the mainland lender ahead of, or in connection with, the offering.

The fact that CSFB managed to squeeze into a top spot on the underwriting syndicate at the last minute without making any investment is likely to raise a few eyebrows at Citigroup.

'What was so surprising about CSFB getting the IPO role was that it was prior to any announcement of any kind of strategic investment. It was a great effort. They've pulled off quite a coup over there,' one well-informed source said. 'Basically, CSFB got a huge fee with absolutely no risk.'

Since CSFB will not be a sponsor of the offer, it will earn its fee without the need to take responsibility for conducting the onerous and costly reasonable due diligence on the listing candidate, and for making sure the information in the prospectus provides sufficient information for investors on the financial situation of the company and its shares.

The bank will also not be a global co-ordinator, however, which is essentially the manager of the entire offer process and typically the party (or parties) that ends up with the largest portion of the fees.

However, as joint bookrunner, CSFB will get an equal share of the deal in the league tables with Morgan Stanley and CICC, and given the size of this particular offer, that could be important for winning other deals in the future, bankers explained.

According to sources, Morgan Stanley and CICC had told CCB that it did not need the money Credit Suisse was willing to commit, especially after Temasek and Bank of America agreed to invest a combined US$5.4 billion.

Under the current preliminary timetable, CCB will start the official road show by the end of next week and the bank is expected to fix its price in the week beginning on October 17. The trading debut is planned for the week of October 24, according to people familiar with the process.

Additional reporting by Jamil Anderlini in Beijing

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