NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
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Today, TDC A/S announces the pricing by NTC S.A. and NTC Holding G.P. & Cie
S.C.A. (together, the “Selling Shareholders”) for their offering of TDC shares
at DKK 51.00 per share of nominally DKK 1 each.
The offering (the "Offering") comprises 210 million existing shares (the "Offer
Shares") (excluding any over-allotment shares) being sold by the Selling
Shareholders to Danish retail investors and to Danish and international
institutional investors.
The Offering was announced by the Selling Shareholders on 25 November 2010.
Reference is made to the offering memorandum (the “Offering Memorandum”)
published on 25 November 2010. Terms used and not defined herein have the
meaning ascribed to them in the Offering Memorandum.
Highlights from the Offering
• The Offer Price is fixed at DKK 51.00 per Offer Share, giving TDC a market
capitalisation of DKK 41.5 billion (excluding TDC's holding of treasury shares
after the completion of its share buy-back for an aggregate amount of DKK 9
billion as was originally announced on 25 November 2010 (the "Share Buy-back"),
see company announcement 30/2010 which will be announced immediately following
this announcement).
• The Offering comprises:
o 210 million Offer Shares; and
o An over-allotment option of 31.5 million over-allotment shares available for
purchase by the Stabilizing Manager on behalf of the Managers at the Offer
Price in whole or in part until 30 calendar days after the date hereof.
• TDC will not receive any of the proceeds from the Offering.
• Approx. 10,000 investors have been allocated shares in the Offering. Approx.
16 per cent of the Offer Shares have been allocated to retail investors in
Denmark and approx. 84 per cent have been allocated to institutional investors
in Denmark and abroad (excluding any over-allotment shares).
• Immediately after completion of (1) the Offering, (2) the Share Buy-back, and
(3) the Buy-Out of certain current and former managers, directors and employees
participating in NTC's Management Investment Program (as described in the
Offering Memorandum), but before the grant of shares to TDC's employees for an
amount of DKK 12,000 each (as described in the Offering Memorandum), the
Selling Shareholders will before any exercise of the over-allotment option own
48.63 per cent of the issued share capital of TDC and 59.26 per cent of the
outstanding share capital of TDC (outstanding share capital is issued share
capital less TDC's holding of treasury shares after completion of the Share
Buy-back) and 45.46 per cent of the issued share capital of TDC and 55.39 per
cent of the outstanding share capital of TDC if the over-allotment option is
exercised in full.
• The free float, representing the portion of the outstanding share capital
owned by investors other than the Selling Shareholders will, subject to the
same assumptions as set out above, be 40.74 per cent before any exercise of the
over-allotment option and 44.61 per cent if the over-allotment option is
exercised in full.
• Individual allocations have been determined by the Joint Global Coordinators
and the Selling Shareholders in respect of orders for an amount of more than
DKK 3 million. With respect to individual orders placed by Danish retail
investors for an amount of up to and including DKK 3 million each, mathematical
reductions have been made as follows (with all amounts of shares having been
rounded up to the nearest whole number of shares):
o Orders for up to and including 1,500 Offer Shares, have been allocated in
full.
o Orders for between 1,501 and 10,000 Offer Shares, have been allocated 1,500
Offer Shares and 65 per cent of the remaining order.
o Orders for more than 10,000 Offer Shares, have been allocated 7,025 Offer
Shares and 35 per cent of the remaining order above 10,000 Offer Shares.
• Payment and settlement are expected to take place on or about 13 December
2010 (the "Closing Date") by way of delivery of temporary purchase certificates
with ISIN DK0060262301 (the "Temporary Purchase Certificates") in book-entry
form to the investors' accounts with VP Securities A/S ("VP") against payment
in immediately available funds in Danish Kroner. The Temporary Purchase
Certificates will not be admitted to trading or official listing on any
regulated market. The Offer Shares are expected to be delivered in book-entry
form to the investors' accounts with VP on the business day after the Closing
Date in exchange for a corresponding number of Temporary Purchase Certificates
registered in the investors' accounts with VP. Investors who do not have an
account with VP may arrange for payment and settlement of Temporary Purchase
Certificates through the facilities of Euroclear Bank, S.A./N.V. and
Clearstream Banking S.A.
• J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc,
Skandinaviska Enskilda Banken, Danmark, branch of Skandinaviska Enskilda Banken
AB (publ.), Sweden are acting as Joint Global Coordinators and Joint
Bookrunners for the Offering, while Deutsche Bank AG, London Branch and UBS
Limited are acting as Joint Bookrunners. Credit Suisse Securities (Europe)
Limited, Danske Bank A/S, Goldman Sachs International, HSBC Bank plc and Nomura
International plc are acting as Joint Lead Managers. Skandinaviska Enskilda
Banken, Danmark, branch of Skandinaviska Enskilda Banken AB (publ.), Sweden and
Danske Bank A/S are also acting as Nordic Retail Bookrunners. BNP PARIBAS and
Carnegie Bank A/S are acting as Co-Lead Managers.
• Based on the Offer Price, the participants in the Management Investment
Program as described in the Offering Memorandum will receive in aggregate
8,859,533 shares.
A pricing statement is attached to this announcement containing information
regarding Offering statistics, share capital, ownership structure and shares
held by members of the board of directors and executive committee of the
Company.
TDC A/S
Teglholmsgade 1-3
0900 Copenhagen C
DK-Denmark
tdc.com
