The offering (the "Offering") of 27,400,000 new shares (the "New Shares") in Tryg A/S ("Tryg") has been successfully executed through an accelerated book-building process. Reference is made to company announcement of 5 December 2017. The offer price is DKK 147 per share, raising gross proceeds for Tryg of DKK 4.0 billion. The proceeds from the Offering will be used to finance the acquisition of 100 % of Alka Forsikring (“Alka”). Capital increase After the capital increase, the share capital of Tryg will consist of 302,147,991 shares with a nominal value of DKK 5.00 each. The nominal value of the New Shares represents approximately 9.97 % of Tryg's registered share capital before the capital increase, and will account for approximately 9.07 % of Tryg's registered share capital upon completion of the capital increase.
Timetable for the capital increase
- Date of payment against delivery 8 December 2017
- Date of registration of the capital increase with the Danish Business Authorities 8 December 2017
- Date for admission for listing of new shares under the existing ISIN code 11 December 2017
The New Shares
The New Shares will rank pari passu in all respect with existing shares in Tryg. The new shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the holder's name. This may happen through the shareholder's account-holding bank.
Taxation and dividends
Dividend payments will be taxed pursuant to current legislation, including any applicable double taxation treaties. The New Shares sold in the Offering are eligible for any dividends if and when payable.
ISIN codes
Parent ISIN securities identification code DK0060636678 Temporary ISIN securities identification code DK0060946002
Advisors
PJT Partners (UK) Limited acted as lead financial advisor to Tryg in relation to the acquisition by Tryg of Alka and the Offering. PJT Partners (UK) Limited, which is authorised and regulated by the Finan-cial Conduct Authority is acting for Tryg and no one else in connection with the matters described herein and will not be responsible to anyone other than Tryg for providing the protections afforded to clients of PJT Partners (UK) Limited, or for giving advice in connection with the matters described herein. Nordea acted as financial advisor to Tryg in relation to the acquisition by Tryg of Alka and as Sole Bookrunner in relation to the Offering. Accura Advokatpartnerselskab acted as legal advisor to Tryg and Plesner Advokatpartnerselskab acted as legal advisor to Nordea.
Other information
Questions may be addressed to IR Gianandrea Roberti, +45 20 18 82 67 or Peter Brondt, +45 22 75 89 04.
IMPORTANT DISCLAIMER
This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement on the basis of this announcement. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement must not be deemed to be any form of commitment on the part of Tryg to proceed with any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor must it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The transactions described in this announcement and the distribution of this announcement and other information in connection with the transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. There is no intention to register any securities referred to herein in the United States, Australia, Canada, South Africa or Japan or to make a public offering of the securities in the United States. This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses Article 1(5). The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of EEA, which have implemented the Prospectus Directive (Directive No. 2003/71/EC and amendments thereto, including Directive No. 2010/73/EU, to the extent implemented in the relevant Member State) who are qualified investors (“Qualified Investors”) within the meaning of Article 2(1)(e) of the Prospectus Directive Regulation. In addition, in the United Kingdom, this information is only being distributed to, and is only directed at, (x) Qualified Investors who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (y) high net worth entities falling within Article 49(2)(a)-(d) of the Order, or (z) persons to whom it may otherwise lawfully be communicated. Neither Tryg, the Sole Bookrunner or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Tryg or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
