At the extraordinary general meeting of A.P. Møller - Mærsk A/S (“APMM”) held on 26 April 2024, it was resolved to complete the tax-exempt, partial demerger of APMM effected through a contribution of APMM’s shares in Svitzer A/S and its subsidiaries as well as certain other related assets and liabilities to a newly incorporated Danish limited liability company, Svitzer Group A/S (“Svitzer Group”). Thus, Svitzer Group has today been incorporated and registered with the Danish Business Authority with company registration number (CVR number) 44791447.
The articles of association of Svitzer Group will be available on Svitzer Group’s website, www.svitzer.com.
Svitzer Group has today submitted its application for admission to trading and official listing of its shares on Nasdaq Copenhagen A/S. The first day of trading and official listing of the shares in Svitzer Group on Nasdaq Copenhagen A/S is expected to take place on 30 April 2024 at 9.00 a.m. (CEST), under the permanent ISIN code DK0062616637 and ticker symbol SVITZR. Svitzer Group’s LEI code is 6488DDN3LEB9H3531440.
The shares of Svitzer Group are distributed proportionally 1:2 to the holders of APMM shares of a nominal value of DKK 1,000 and proportionally 1:1 to the holders of APMM shares of a nominal value of DKK 500 that are registered as holders of shares in APMM in VP Securities A/S (“Euronext Securities”) at 5:59 p.m. (CEST) on 1 May 2024.
Any ordinary trading in the shares of APMM prior to 29 April 2024 at 5:00 p.m. (CEST) will include an entitlement to receive shares in Svitzer Group for the buyer in connection with the demerger of APMM. However, this will not apply if the registration in Euronext Securities of a particular trade in shares of APMM does not take place until after 1 May 2024 at 5:59 p.m. (CEST). Any trading in the shares of APMM after 29 April 2024 at 5:00 p.m. (CEST) will be exclusive of rights to receive shares in Svitzer Group for the buyer unless the parties to the trade in question have taken specific measures to settle the trade in Euronext Securities prior to 1 May 2024 at 5:59 p.m. (CEST) and, thus, chosen not to settle according to the customary settlement cycle with settlement occurring two trading days after the transaction date.
For more details on this and other matters regarding the demerger and listing, please refer to Svitzer Group’s website, www.svitzer.com.
Morten H. Engelstoft, Chair of Svitzer Group’s Board of Directors comments: “With the demerger from A.P. Møller - Mærsk and separate listing of Svitzer, an era of 45 years under A.P. Møller - Mærsk’s ownership comes to an end. In this period, Svitzer has seen significant expansion and change, establishing itself as a global market leader that operates to the highest professional standards. Today is a landmark event in Svitzer’s 190 years’ history as the company returns to its former status as stand-alone company with the best possible outset for delivering value to customers, investors and other stakeholders.”
Svitzer CEO, Kasper Friis Nilaus comments: “The separation from A.P. Møller - Mærsk and separate listing of Svitzer on Nasdaq Copenhagen provides a solid platform for us to continue executing on our strategy and building our position in the market in the years to come. We are excited about and fully ready to become a stand-alone, listed company, offering investors the opportunity to invest in a leading global towage and marine services provider with a strong, steadily performing underlying business and continued growth ambitions.”
Share capital and voting rights
Svitzer Group’s share capital is DKK 315,491,100 divided into 31,549,110 shares with a nominal value of DKK 10 each. Each Svitzer Group share with a nominal value of DKK 10 will entitle its holder to one vote at general meetings of Svitzer Group.
Board of Directors of Svitzer Group
The Board of Directors of Svitzer Group comprises Morten H. Engelstoft, Robert M. Uggla, Christine Morris, and Peter Wikström with Morten H. Engelstoft as Chair and Robert M. Uggla as Vice Chair of the Board of Directors. It is the intention to propose one or two additional independent candidates to join the Board of Directors of Svitzer Group at its annual general meeting in 2025.
Executive Management of Svitzer Group
The Executive Management of Svitzer Group comprises CEO Kasper Friis Nilaus and CFO Knud Winkler.
Auditor for Svitzer Group
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab is auditor for Svitzer Group A/S until the next annual general meeting in 2025, in respect of statutory financial reporting and in respect of sustainability reporting.
For further information, please contact:
Anders Crillesen, Global Head of Communications
T: +45 27791286
E: anders.crillesen@svitzer.com
About Svitzer
Svitzer is a leading, global towage and marine services provider. The core business is to assist large seaborne vessels in manoeuvring in and out of ports and terminals to berth and unberth. With more than 450 vessels, Svitzer’s services play a crucial role as part of critical port infrastructure. Svitzer was founded in 1833 and serves approximately 2,000 customers in more than 140 ports and 40 terminals across 37 countries. Read more on www.svitzer.com.
Important Information
This announcement does not constitute a prospectus or an offering memorandum and nothing herein contains an offering of securities in Svitzer, Svitzer Group or APMM. This announcement is not intended for distribution or release, directly or indirectly, in or into any jurisdiction where publication, distribution or release would be unlawful.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Svitzer, Svitzer Group or APMM nor shall it or any part of it nor the fact of its distribution or communication form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto.
This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Svitzer Group have not been and will not be registered under the U.S. Securities Act of 1933, as amended.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although each of Svitzer, Svitzer Group and APMM believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained herein speak only as at its date and are subject to change without notice.
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