| COMPANY ANNOUNCEMENT |
| Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa, or any other jurisdiction in which such publication or distribution is unlawful. |
Completion of offering of 2,631,578 shares in a private placement
The offering (the "Offering") of up to 3,000,000 new shares (the "New Shares") in DFDS A/S (the "Company" or "DFDS") has been successfully executed through an accelerated book building process. Reference is made to company announcement no. 40 2018.
The investors have subscribed for 2,631,578 New Shares at an offer price of DKK 380 per share, raising gross proceeds of approximately DKK 1.0bn.
As the Offering was oversubscribed by Danish and international professional and institutional investors compared to the targeted gross proceeds of approximately DKK 1.0bn, the shares have been allocated on an individual basis.
The proceeds from the Offering will be used in connection with the acquisition of U.N Ro-Ro, the planned fleet renewals in both DFDS and U.N. Ro-Ro and for potential investment opportunities during the next 12-18 months as further specified in company announcement no. 30 2018.
Capital increase
Subject to settlement of the capital increase, the share capital of DFDS will consist of 58,631,578 shares with a nominal value of DKK 20 each.
The nominal value of the new shares represents approximately 5% of DFDS' registered share capital before the capital increase and will account for approximately 4% of DFDS' registered share capital upon completion of the capital increase.
Timetable for the capital increase
The capital increase is expected to be completed within the below timetable:
- Expected date of payment against delivery is 17 May 2018
- Expected date of registration of the capital increase with the Danish Business Authority is 17 May 2018
- Expected date for admission for listing of new shares under the existing ISIN code is 18 May 2018.
The New Shares will be issued in a temporary ISIN code DK0061029998. Settlement will for other investors than Lauritzen Foundation take place in the existing ISIN DK0060655629 facilitated through delivery of existing shares in DFDS already listed on Nasdaq Copenhagen pursuant to an agreement entered into between Lauritzen Foundation and Nordea.
Managers
Nordea and SEB acted as Joint Global Coordinators in connection with the Offering.
ISIN codes
Parent ISIN securities identification code DK0060655629
Temporary ISIN securities identification code DK0061029998
IMPORTANT DISCLAIMER
This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser.
Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa, or any other jurisdiction in which such publication or distribution is unlawful.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction in which such offers or sales are unlawful (the "Excluded Territories"). Any failure to comply with this may constitute a violation of US, Australian, Canadian, Japanese or South African securities laws or the securities laws of other states as the case may be.
The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement are being offered and sold only outside the United States. The securities issued in connection with the offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or any Excluded Territory.
This announcement is not a prospectus and 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, Qualified Investors (x) 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. This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by DFDS or by any of its affiliates or agents (including the Joint Global Coordinators) as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.
Nordea and SEB are acting as Joint Global Coordinators to DFDS in relation to the Offering and no one else in connection with the matters described herein and will not be responsible to anyone other than DFDS for providing the protections afforded to clients of Nordea or SEB, or for giving advice in connection with the matters described herein.
This announcement does not constitute an investment recommendation. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement (and publicly available information) Any investment decision to buy or subscribe for any shares in the private placement must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Global Coordinators. 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.
Contact
Torben Carlsen, CFO +45 33 42 32 01
Søren Brøndholt Nielsen, IR +45 33 42 33 59
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
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