TDC : TDC A/S announces tender offer to purchase n

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Today, TDC A/S has launched invitations to holders of its outstanding EUR 800,000,000 4.375% notes due 2018 and GBP 550,000,000 5.625% notes due 2023 to tender such notes for purchase by TDC A/S for cash (together the “Offers”), subject to applicable offer and distribution restrictions. Currently, TDC A/S expects to accept tenders of notes for an aggregate nominal amount of up to EUR 350,000,000 (or the equivalent thereof).

The Offers are being made on the terms and subject to the conditions and restrictions set out in a tender offer memorandum dated 8 December 2016 (the “Tender Offer Memorandum”).

The purpose of the Offers is to reduce TDC A/S’ gross debt.

This announcement must be read in conjunction with TDC A/S’ stock exchange announcement to the Luxembourg Stock Exchange of today (only available in English) published on the Luxembourg Stock Exchange’s website at www.bourse.lu and the Tender Offer Memorandum.

The announcements and the Tender Offer Memorandum contain important information which should be read before any decision is made with respect to the Offers.

Neither the announcements nor the Tender Offer Memorandum constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of these announcements or the Tender Offer Memorandum in certain jurisdiction may be restricted by law. Persons into whose possession the announcements or the Tender Offer Memorandum come(s) are required to inform themselves about and observe any such restrictions.

         TDC A/S          Teglholmsgade 1          0900 Copenhagen C          DK-Denmark          tdc.com