Copenhagen, 12 July 2010
Company Announcement no. 22/2010
Not to be published or distributed in Australia, Canada, Japan or the US.
This announcement is not an offer to purchase or sell securities in DFDS A/S
(“Securities”) in Australia, Canada, Japan or the US or in any other
jurisdiction. The Securities cannot be offered or sold in the US without
registration or without an exception from the duty of registration under the
U.S. Securities Act of 1933 with later amendments. The issuer of the Securities
has not registered and does not intend to register the Securities or parts
thereof in the US or in any other jurisdiction outside Denmark, Greenland,
Norway and United Kingdom and does not intend to initiate a public tender of
the Securities in the US or in any other jurisdictions outside Denmark,
Greenland, Norway and United Kingdom.
DFDS A/S completes rights issue
Today, DFDS A/S (the ”Company”) has completed the offering of shares with
preemption right for the Company's existing shareholders (the ”Offering”), cf.
announcement no. 18/2010 of 18 June 2010. The Offering was subscribed in full
with 2,666,666 new shares of DKK 100, nominal value. The new shares were
subscribed at a price of DKK 208 per share and the Offering thus gives the
Company gross proceeds of DKK 554.7m. After deduction of the costs in
connection with the Offering the Company will receive anestimated net proceeds
of DKK 519.7m.
An insubstantial amount of new shares - 1,241 shares of DKK 100, nominal value,
corresponding to less than 0.1 per cent of the Offering - was subscribed for by
Danske Markets and Nordea Bank Danmark A/S (”Joint Global Coordinators”)
pursuant to the underwriting agreement of 18 June 2010.
Joint Global Coordinators have notified the Company that no stabilising
measures regarding the preemptive rights have been taken in connection with the
Offering.
The capital increase in connection with the Offering has been registered with
the Danish Commerce and Companies Agency, and the Company's share capital
hereafter amounts to DKK 1,066,666,600, divided into 10,666,666 shares of DKK
100, nominal value, corresponding to 10,666,666 votes.
The new shares are expected to be admitted for trading and official listing on
NASDAQ OMX Copenhagen A/S on 14 July 2010 under the ISIN code for the Company's
existing shares DK0010259027.
The new shares have the same rights as the Company's existing shares and are
eligible for dividend for each share amount of DKK 100, nominal value. The new
shares are eligible for full dividend distributed as from the financial year
2010.
On 17 December 2009, the Company announced that they had entered into a
conditional agreement regarding the acquisition of 100 per cent of the share
capital of Norfolk Holdings B.V. from A.P. Møller-Mærsk A/S (the “Acquisition“)
and at the same time announced that the Company would in part finance the
acquisition by an offering of shares with preemption rights for the Company's
existing shareholders and a directed issue directed at A.P. Møller-Mærsk A/S.
Hence, the offering has been completed as a part of the completion of the
Acquisition, which is expected to be completed later today.
The part of the proceeds from the Offering not used in the cash payment for the
shares in Norfolk Holdings B.V. will be used to cover transaction costs in
connection with the Acquisition and to generally strengthen DFDS' financial
position.
Yours sincerely
DFDS A/S
