NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN OR CANADA
Today, TDC A/S announces the decision of its majority shareholder to undertake
a marketed offering of existing shares in TDC A/S of nominally DKK 1 each (the
“Offer Shares”) to Danish investors and international institutional investors
(the “Offering”). The Offer Shares will be offered by NTC S.A. and NTC Holding
G.P. & Cie S.C.A. (together the “Selling Shareholders”), companies indirectly
controlled by investment funds directly or indirectly advised or managed by
Apax Partners LLP, The Blackstone Group, Kohlberg Kravis Roberts & Co LP,
Permira Advisers KB and Providence Equity LLP.
Highlights of the Offering
- The Offering comprises an offering of 210 million Offer Shares (before the
exercise, if any, of an over-allotment option of up to 31.5 million Offer
Shares). TDC will not issue any shares as part of the Offering and will not
receive any proceeds from the Offering.
- The price range has been set at DKK 47 to DKK 56 per Offer Share.
- The final Offer Price will be determined through book-building and is
expected to be announced through NASDAQ OMX Copenhagen on or before 9 December
2010.
- The bookbuilding period will commence on 1 December 2010 and close no later
than 4:00 p.m. CET on 8 December 2010. The Offering for orders up to and
including DKK 3 million may be closed before the remainder of the Offering is
closed. Any such earlier closing in whole or in part will be published through
NASDAQ OMX Copenhagen.
- The Offering includes (please refer to the offering memorandum for the
complete selling restrictions): (i) a public offering to retail and
institutional investors in Denmark, (ii) an offering to qualified institutional
buyers (“QIBs”) in the US, pursuant to Rule 144A and (iii) an institutional
offering under Reg. S outside the U.S., including in the EEA.
- 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.
New Incentive Program and Employee Share Grant
Subject to completion of the Offering, TDC has decided to implement a new
incentive program for its executive committee and other managers. For the
executive committee, the implementation of the new incentive program is subject
to the approval of new guidelines for incentive pay which will be presented to
the annual general meeting in 2011.
Furthermore, subject to completion of the Offering, TDC has decided to make a
one-time grant of shares in TDC to all TDC employees, representing a value for
each employee of DKK 12,000 which TDC expects will result in an aggregate
expenditure of approximately DKK 150 million. The amount will be reported as
Special Items in the Income Statement for 2010. For Danish employees, the
granted shares will be locked-up for a seven year period in order for the
shares to be exempt from income tax for the employees.
For further information on the new incentive program and employee share
offering, see "Remuneration and Benefits" in the attached offering memorandum.
Share Buy-back
For a description of TDC's announcement of a Share Buy-back, see TDC's
announcement no. 27/2010 of today, which will be issued immediately after this
announcement.
Financial Intermediaries
J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc and
Skandinaviska Enskilda Banken, Denmark (branch of Skandinaviska Enskilda Banken
AB (publ), Sweden) are acting as Joint Global Coordinators and Joint
Bookrunners for the proposed offering, while Deutsche Bank AG and UBS
Investment Bank are acting as Joint Bookrunners. Credit Suisse Securities
(Europe) Ltd, Goldman Sachs International, Nomura Securities Co Ltd, HSBC
Investment Bank plc and Danske Bank A/S are acting as Joint Lead Managers,
whilst BNP Paribas and Carnegie Bank A/S are acting as Co-Lead Managers. Danske
Bank A/S and Skandinaviska Enskilda Banken, Denmark (branch of Skandinaviska
Enskilda Banken AB (publ), Sweden) are also acting as Nordic Retail
Bookrunners.
Availability of the Offering Memorandum
The offering memorandum is available in Danish and in English. Special
attention should be given to the risk factors which are described in the
beginning of the offering memorandum.
The offering memorandum will be made available to eligible investors at no cost
at the registered office of TDC A/S, Denmark. Subject to certain conditions,
the Danish Offering Memorandum is also available on the home page of TDC A/S
under www.TDC.com/ir and www.TDC.dk/investor.
Persons meeting the requirements of the applicable selling restrictions may
also request for copies of this offering memorandum at:
Danske Bank A/S
Corporate Actions
Holmens Kanal 2-12
DK-1092 Copenhagen K
Denmark
Phone: (+45) 70 23 08 34
E-mail: prospekter@danskebank.dk
SEB Enskilda
Bernstoffsgade 50
DK-1577 Copenhagen V
Denmark
Phone: (+45) 33 28 29 00
E-mail: prospekt@enskilda.dk
This announcement is not an offering memorandum, and nothing herein contains an
offering of securities. No one should purchase or subscribe for any securities
in TDC A/S except on the basis of information in an offering memorandum
published in connection with the Offering.
TDC A/S
Teglholmsgade 1-3
0900 Copenhagen C
DK-Denmark
tdc.com
