M&A Activity • Dec 8, 2017
M&A Activity
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TO
THE SHAREHOLDERS OF
COPENHAGEN AIRPORTS A/S (KØBENHAVNS LUFTHAVNE A/S) (Company reg. no. (CVR) 14 70 72 04)
SUBMITTED BY
COPENHAGEN AIRPORTS DENMARK ApS (Company reg. no. (CVR) 29 14 42 49)
8 December 2017
Legal advisers:
| Important Information3 | ||
|---|---|---|
| Summary of the Offer 7 | ||
| 1. | Introduction12 | |
| 2. | Copenhagen Airports A/S (Københavns Lufthavne A/S) 14 | |
| 3. | The Offeror's intentions with Copenhagen Airports A/S and strategy19 | |
| 4. | The Offeror 21 | |
| 5. | Consideration for the Shares 25 | |
| 6. | Timing and other practical aspects regarding the Offer 27 | |
| 7. | Applicable law, withdrawal, squeeze out, delisting, terms etc. 30 | |
| 8. | Other matters31 | |
| 9. | Definitions and glossary 33 |
| Appendix 1: | Offer Advertisement |
|---|---|
| Appendix 2: | Acceptance Form |
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This Offer Document and appendices hereto contain important information and should be read carefully before any decision is made with respect to accepting this public mandatory takeover offer submitted by the Offeror for all Shares in Copenhagen Airports A/S (Københavns Lufthavne A/S). If you are in any doubt about the Offer or the action you should take, you are recommended to seek your own independent professional advice from your stockbroker, bank manager, lawyer, accountant or other authorised independent professional advisers.
No legal or natural Persons are authorised to give any information or to make any representation on behalf of the Offeror (or any of its Affiliates) on the Offer which is not contained in this Offer Document including its appendices. If given or made, such information or representation cannot be relied on as having been authorised. The making of this Offer shall not under any circumstances imply in any way that there has been no change in the operations or affairs of the Offeror or Copenhagen Airports A/S since the date of this Offer Document or that the information in this Offer Document or in the documents referred to herein is correct as of any time subsequent to the date hereof or thereof.
The availability of the Offer to Shareholders who are not resident in and citizens of Denmark may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Denmark should inform themselves of and observe any applicable legal or regulatory requirements of the jurisdictions in which they are resident, as applicable.
The release, publication or distribution of this Offer Document and/or accompanying documents (in whole or in part) in jurisdictions other than Denmark may be restricted by law and therefore any Persons who are subject to the laws of any jurisdiction other than Denmark should inform themselves about, and observe, applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other Persons involved in the Offer disclaim any responsibility or liability for any violation of such restrictions by any Person. This Offer Document has been prepared for the purposes of complying with Danish law, including the Danish Securities Trading Act and the Danish Takeover Order and the information disclosed may not be the same as that which would have been disclosed if this Offer Document had been prepared in accordance with the laws of jurisdictions outside of Denmark.
The Offer is not directed at Shareholders whose participation in the Offer would require the issuance of an offer document, registration or other activities other than what is required under Danish law. The Offer is not made, directly or indirectly, in or into or by use of any means or instrumentality (including, without limitation, post, courier, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities from or within any such jurisdiction. Any Person acquiring possession of this Offer
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Document is expected and assumed to obtain of his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
The Offer is made for the Shares in Copenhagen Airports A/S, a Danish company with shares listed on Nasdaq Copenhagen. The Offer is subject to regulatory and disclosure requirements under Danish law. The Offer is not being submitted directly or indirectly, in, into or from Canada, Australia, Japan, or South Africa or any other jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer does not apply and cannot be accepted from or within Canada, Australia, Japan or South Africa or any other Restricted Jurisdiction. Accordingly, copies of this Offer Document and any accompanying document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Canada, Australia, Japan or South Africa or any other Restricted Jurisdiction where doing so would violate the laws in that jurisdiction, and Persons receiving this Offer Document and any accompanying document must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer by Persons in such jurisdictions.
The Offer is made for the securities of Copenhagen Airports A/S, a Danish listed company. The Offer is subject to disclosure requirements under Danish law, which are different from those of the United States. In addition, the Offer is made in the United States pursuant to an exemption from certain US tender offer rules provided by Rule 14d-1(d) under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act") and in compliance with Section 14(e) of the US Exchange Act. The Offer is subject to Danish procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. Financial Statements and other financial information regarding Copenhagen Airports A/S included or referred to in this Offer Document have been prepared in accordance with International Financial Reporting Standards (IFRS) which may not be comparable to the financial statements of United States companies. Thus, the financial information relating to Copenhagen Airports A/S included in this Offer Document has not been prepared in accordance with generally accepted accounting principles in the United States (US GAAP) and thus may not be comparable to financial information of United States companies whose financial statements are prepared in accordance with US GAAP.
It may be difficult for US Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since the Offeror and Copenhagen Airports A/S are located in a non-US jurisdiction, and some or all of their respective officers and directors may be residents of a non-US jurisdiction. US Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
The receipt of cash pursuant to the Offer by Shareholders who are US taxpayers may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as
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foreign and other tax laws. Each Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.
In accordance with normal Danish practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Offeror or its nominees, or its brokers (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, Copenhagen Airports A/S shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be announced through Nasdaq Copenhagen and relevant electronic media if, and to the extent, such announcement is required under applicable Danish laws, rules or regulations.
Additional information:
The contents of this Offer Document have not been reviewed by any regulatory authority in Hong Kong.
You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Offer Document, you should obtain independent professional advice.
This Offer Document has been prepared in Danish and English. In case of inconsistencies between the two versions, the Danish version shall prevail.
This Offer Document may contain statements relating to future matters or occurrences, including statements on future results, growth or other forecasts on developments and benefits in connection with the Offer. Such statements may generally, but not always, be identified by the use of words such as "anticipates", "assumes", "expects", "plans", "will", "intends", "projects", "estimates" or similar expressions.
By their nature, forward-looking statements involve risks and uncertainty as they relate to events and depend on circumstances occurring in the future. There can be no assurance that actual results will not differ, possibly materially, from those expressed or implied by such forward-looking statements due to many factors, many of which are outside of the control of the Offeror and/or Copenhagen Airports A/S, including the effect of changes in general economic conditions, the level of interest rates, fluctuation in the demand for Copenhagen Airports A/S' products, competition, technological developments, employee relations, regulation, foreign currency exchange rates and the potential need for increased capital expenditures (including those resulting from increased demand, new business opportunities and development of new technologies).
The Offer described in this Offer Document has been prepared as a public mandatory offer pursuant to the Danish Securities Trading Act and the Danish Takeover Order. The Offer as set out in this Offer Document, as well as any acceptance hereof, is governed by Danish law.
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The Shareholders should note that if they accept the Offer, their acceptance is irrevocable and binding, except as set forth in this Offer Document. The effect of the Shareholders' possible acceptance of the Offer in the event of a Competing Offer and the maximum duration of the Offer Period is described in Section 6 of this Offer Document.
The information contained in this Offer Document concerning Copenhagen Airports A/S was obtained from publicly available sources and/or directly from Copenhagen Airports A/S. Neither the Offeror, nor any of its Affiliates nor any Person acting in concert with the Offeror assumes any responsibility for: (i) the accuracy or completeness of such information or (ii) any failure by Copenhagen Airports A/S to disclose events, which may have occurred or may affect the significance or accuracy of any such information.
Any changes to the terms set out in this Offer Document in connection with the Offer will be announced through the Danish FSA, Nasdaq Copenhagen and electronic media if, and to the extent, such announcement is required under applicable Danish law, rules or regulations.
Any defined terms used in the above shall have the meaning ascribed to them in Section 9 of this Offer Document.
Copenhagen, 8 December 2017
Copenhagen Airports Denmark ApS
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This summary highlights important and material information about the Offer, but is intended to be an overview only. For a complete description of the terms of the Offer, Shareholders should carefully read the entire Offer Document. This summary does not contain all information that may be important for the understanding of the Offer and additional material information is contained in the remainder of this Offer Document. In case of inconsistencies between the summary and the remainder of this Offer Document, the remainder of this Offer Document shall prevail.
Defined terms used in this summary shall have the meaning ascribed to them in Section 9 of this Offer Document.
The Offeror is Copenhagen Airports Denmark ApS, company registration no. (CVR) 29144249, a limited liability company incorporated under the laws of Denmark, with its registered office at c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark.
At the date of this Offer Document the ownership of Copenhagen Airports Denmark ApS is as follows: 99.97 % of the nominal share capital and 57.65 % of the votes in Copenhagen Airports Denmark ApS are owned by Copenhagen Airports Denmark Holdings ApS, company registration no. (CVR) 29144257. 99.95 % of the nominal share capital and 57.65 % of the votes in Copenhagen Airports Denmark Holdings ApS are owned by Kastrup Airports Parent ApS, company registration no. (CVR) 33781903. 51.72 % of the nominal share capital and 29.97 % of the votes in Kastrup Airports Parent ApS are owned by 2595406 Ontario Limited (OTPP), corporation number 002595406, a company incorporated under the laws of Ontario having its principal place of business at 5650 Yonge Street, Toronto, Ontario M2M 4H5, Canada (a company owned by Ontario Teachers' Pension Plan Board), and 48.02 % of the nominal share capital and 50.00 % of the votes are owned by Arbejdsmarkedets Tillægspension (ATP), company registration no. (CVR) 43405810, a pension fund established by law and incorporated under the laws of Denmark having its registered office at Kongens Vænge 8, DK-3400 Hillerød, Denmark.
Elevenmoront Corp, a company incorporated under the laws of the Province of Ontario with corporation number 002260907 and having its registered address at 22 Adelaide Street West, 3600, Toronto, Canada M5H 4E3 owns 0.26 % of the nominal share capital and 20.03 % of the votes in Kastrup Airports Parent ApS, 0.05 % of the nominal share capital and 42.35 % of the votes in Copenhagen Airports Denmark Holdings ApS, and 0.03 % of the nominal share capital and 42.35 % of the votes in the Offeror. Elevenmoront Corp has entered into agreements with, amongst others, OTPP, ATP, Kastrup Airports Parent ApS, Copenhagen Airports Denmark Holdings ApS and the Offeror whereby Elevenmoront Corp can only act and exercise its voting rights in respect of its holdings of shares in Kastrup Airports Parent ApS, Copenhagen Airports Denmark Holdings ApS and the Offeror upon and in accordance with the instructions of OTPP, Kastrup Airports Parent ApS or Copenhagen Airports Denmark Holdings ApS, as applicable. The provisions of these agreements will apply in respect of the Offer. For further details please see Section 4.3.2.5 of this Offer Document.
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Copenhagen Airports A/S (Københavns Lufthavne A/S), company registration no. (CVR) 14707204, a limited liability company incorporated under the laws of Denmark with its registered address at Lufthavnsboulevarden 6, DK-2770 Kastrup, Denmark.
The Shareholders are offered a cash payment of DKK 5,702 in consideration for each Share with a nominal value of DKK 100 each.
The Offer is valid as of 8 December 2017 and expires on 22 January 2018 at 17:00 (CET). However, the Offer Period may be extended in accordance with Section 9 of the Danish Takeover Order and as set forth in this Offer Document. If the Offer is extended, the Offeror will publish a supplement to the Offer Document in accordance with Section 9(2)-(4) of the Danish Takeover Order.
The table below shows the share premium which the Offer Price represents relative to the price per share at certain dates and certain historical periods which are deemed to be relevant.
| Date/Period | Price per share (DKK) |
Share premium relative to historical price per share (%) |
|---|---|---|
| Closing price on Nasdaq Copenhagen on 13 September 2017 (last day of trading prior to the announcement by Ontario Teachers' and ATP regarding the Transaction leading to the indirect acquisition of a controlling interest in Copenhagen Airports A/S) |
5,120 | 11.4 |
| Average closing price on Nasdaq Copenhagen in the period from 5 July 2017, the date on which Copenhagen Airports A/S issued an announcement in relation to the estimated effects of the Danish government's national aviation strategy, up to and including 13 September 2017 |
5,187 | 9.9 |
| Average closing price on Nasdaq Copenhagen in the three months (from 14 June 2017) up to and including 13 September 2017 |
5,285 | 7.9 |
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| Date/Period | Price per share (DKK) |
Share premium relative to historical price per share (%) |
|---|---|---|
| Average closing price on Nasdaq Copenhagen in the six months (from 14 March 2017) up to and including 13 September 2017 |
5,580 | 2.2 |
All share prices are in DKK per Share. The average prices are calculated on the basis of daily closing prices of the Shares in the stated period as quoted on Nasdaq Copenhagen.
The Board of Directors of Copenhagen Airports A/S has informed the Offeror that their statement made regarding the Offer will be published within the first half of the Offer Period as prescribed in Section 23(2) of the Danish Takeover Order.
The Offer is not subject to any conditions as the Offer is a mandatory takeover offer pursuant to Section 31(1)-(3) of the Danish Securities Trading Act and Section 2 of the Danish Takeover Order.
Acceptances of the Offer must be received by Nordea Danmark, who acts as the Offeror's representative, through the Shareholders' own custodian banks prior to expiry of the Offer Period. Shareholders wishing to accept the Offer are requested to use the acceptance form attached to this Offer Document as Appendix 2 (Acceptance Form). For further details please see Section 6.5 of this Offer Document.
The Shareholders are requested to note that acceptance of the Offer must be notified to the Shareholders' own custodian banks in due time to allow the custodian banks to process and communicate the acceptances to Nordea Danmark, which must have received such acceptances prior to expiry of the Offer Period on 22 January 2018 at 17:00 (CET).
The deadline for notification of acceptance to the custodian banks depends on the Shareholders' agreement with and the rules and procedures of the relevant custodian bank, and the deadline may be earlier than the last day of the Offer Period.
The Offeror will issue an announcement of the preliminary result of the Offer through Nasdaq Copenhagen via Copenhagen Airports A/S and electronic media no later than 18 hours after expiry of the Offer Period. The announcement will comprise the preliminary result of the Offer and a
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notification of whether the Offer will be extended or has Completed. No later than three days after the expiry of the Offer Period, the final result of the Offer will be announced by the Offeror through Nasdaq Copenhagen and electronic media.
The Offeror has obtained a binding and irrevocable commitment from its indirect shareholder ATP that ATP will provide the Offeror with the full cash amount required to satisfy the Offer in full.
The Offer will be settled in cash through the Shareholders' own custodian banks.
As part of Completion, settlement will be effected as soon as possible and no later than three (3) Business Days after the date of announcement of the expiry of the Offer Period. The Offeror expects that settlement will be effected on 26 January 2018. An extension of the Offer Period to a date after 22 January 2018 will postpone the date of settlement.
The Shareholders are bound by their acceptance throughout the Offer Period except where a Competing Offer is made in accordance with Section 26(3) of the Danish Takeover Order.
If a Competing Offer is made, any Shareholders who have accepted the Offer may withdraw their acceptance of the Offer during a period of three (3) Business Days after the announcement of the Competing Offer.
Subject to the above, any acceptance of the Offer and any sale of the Shares pursuant to the Offer is binding and irrevocable on the Shareholders.
If, upon Completion, the Offeror holds more than 90% of the Shares and the voting rights in Copenhagen Airports A/S (excluding any treasury shares held by Copenhagen Airports A/S), the Offeror reserves the right but shall not be obliged to initiate and complete a "squeeze out" of the Shares held by the remaining minority of the Shareholders in accordance with Sections 70-72 of the Danish Companies Act and subject to continued compliance with any applicable regulatory requirements.
Following any such squeeze out, the Offeror will apply for termination of trading and delisting of all Shares from Nasdaq Copenhagen as soon as possible.
If, upon Completion, the Offeror holds less than 90% of the Shares and voting rights in Copenhagen Airports A/S, the Offeror reserves the right but shall not be obliged to seek to delist Shares from
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Nasdaq Copenhagen, subject to applicable laws, rules and regulations. If delisting occurs, the Offeror will in due course initiate amendments to the articles of association of Copenhagen Airports A/S to reflect that Copenhagen Airports A/S is no longer a listed company.
Any questions in connection with acceptance of the Offer should be directed to the Shareholders' own custodian banks. If the custodian banks have questions the custodian banks may contact:
Nordea Danmark, filial af Nordea Bank AB (publ), Sverige Grønjordsvej 10 DK-2300 Copenhagen S Denmark Tel.: (+45) 55 47 51 79 E-mail: [email protected]
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1.1 The Offeror
Copenhagen Airports Denmark ApS Company reg. no. (CVR) 29144249 c/o Azets Insight A/S Lyskær 3 C D DK-2730 Herlev Denmark ("Copenhagen Airports Denmark ApS" or the "Offeror")
hereby submits a mandatory takeover offer (the "Offer") to all shareholders (together the "Shareholders" and each a "Shareholder") of
Copenhagen Airports A/S (Københavns Lufthavne A/S) Company reg. no. (CVR) 14707204 Lufthavnsboulevarden 6 DK-2770 Kastrup Denmark ("Copenhagen Airports A/S" or the "Company")
for the acquisition of all shares in Copenhagen Airports A/S against a cash consideration of DKK 5,702 per share with a nominal value of DKK 100 (the "Offer Price").
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| 13 September 2017 | The announcement by Ontario Teachers' and ATP regarding the Transaction whereby OTPP Sub acquired an indirect controlling interest in Copenhagen Airports A/S and that the completion of that transaction would result in a mandatory takeover offer for the Shares. |
|---|---|
| 24 November 2017 | The Offeror's announcement concerning its obligation to make the Offer. |
| 8 December 2017 | Submission of the Offer |
| 18 - 22 December 2017 | Expected date of release of the Board of Directors' recommendation to the Shareholders |
| 22 January 2018 | Expected date of expiry of the Offer Period |
| 23 January 2018 | Expected date of announcement of the preliminary result of the Offer |
| 24 January 2018 | Expected date of announcement of the result of the Offer |
| 26 January 2018 | Completion (including settlement) of the Offer based on the Offer Period expiring on 22 January 2018. |
1.8.2 Reference is made to the information about the Offer Period and any extensions thereof as described in this Offer Document.
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2.4.1 Copenhagen Airports A/S has a two-tier management system consisting of the members of the Board of Directors and the Executive Management. The Board of Directors has the overall management responsibility and is among other things responsible for the strategy of the Company, while the Executive Management runs the day-to-day operations of the Company.
2.4.2 The Board of Directors consists of Lars Nørby Johansen (chairman), David Mark Stanton (deputy chairman), Janis Carol Kong, Charles Thomazi, John Flyttov (elected by the employees), Jesper Bak Larsen (elected by the employees), Dan Hansen (elected by the employees), Mikkel Krogh (elected by the employees, substitute), and Kim Melsted Graham (elected by the employees, substitute).
| Copenhagen Airports A/S' financial | Q3 2017 | Q3 2016 | FY 2016 | FY 2015 | FY 2014 |
|---|---|---|---|---|---|
| figures | YTD 2017 | YTD 2016 | |||
| Income statement | |||||
| Revenue | 3,378 | 3,337 | 4,422 | 4,062 | 3,868 |
| EBITDA | 2,026 | 1,921 | 2,505 | 2,259 | 2,139 |
| EBIT | 1,442 | 1,403 | 1,799 | 1,584 | 1,461 |
| Net financing costs | 141 | 134 | 179 | 180 | 197 |
| Net profit | 1,002 | 990 | 1,259 | 1,086 | 958 |
| Balance sheet | |||||
| Total non-current assets | 10,809 | 10,245 | 10,644 | 10,189 | 9,425 |
| Total current assets (incl. cash) | 512 | 500 | 566 | 480 | 463 |
| Cash | 12 | 70 | 78 | 83 | 47 |
| Total assets | 11,321 | 10,746 | 11,210 | 10,669 | 9,888 |
| Equity | 2,872 | 2,795 | 3,038 | 2,992 | 2,845 |
| Liabilities | 8,449 | 7,951 | 8,172 | 7,677 | 7,043 |
| Total equity and liabilities | 11,321 | 10,746 | 11,210 | 10,669 | 9,888 |
| Cash flow and investments | |||||
| Cash flow from operating activities | 1,555 | 1,446 | 1,967 | 1,850 | 1,805 |
| Cash flow from investing activities | (1,025) | (655) | (1,023) | (1,145) | (922) |
| Cash flow from financing activities | (595) | (804) | (949) | (668) | (874) |
| Cash at end of period | 12 | 70 | 78 | 83 | 47 |
| Key Figures and ratios | |||||
| Passengers (million) | 22.48 | 22.11 | 29.04 | 26.61 | 25.63 |
| EBITDA margin | 60,0% | 57.5% | 56.6% | 55.6% | 55.3% |
| EBIT margin | 42.7% | 42.0% | 40.7% | 39.0% | 37.8% |
| Asset turnover rate | 0.41 | 0.43 | 0.42 | 0.40 | 0.40 |
| Return on assets | 17.4% | 17.9% | 17.0% | 15.7% | 15.1% |
| Return on equity | 45.2% | 45.6% | 41.8% | 37.2% | 33.4% |
| Equity ratio | 25.4% | 26.0% | 27.1% | 28.0% | 28.8% |
| Earnings per Share | 127.7 | 126.1 | 160.4 | 138.4 | 122.1 |
| Cash earnings per Share | 202.2 | 192.1 | 250.3 | 224.4 | 208.6 |
| Net asset value per Share | 366.0 | 356.1 | 387.1 | 381.2 | 362.5 |
| Dividend per Share | 152.1 | 72.0 | 160.4 | 138.4 | 122.1 |
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| Copenhagen Airports A/S' financial figures |
Q3 2017 YTD 2017 |
Q3 2016 YTD 2016 |
FY 2016 | FY 2015 | FY 2014 |
|---|---|---|---|---|---|
| Debt | 6,039 | 5,778 | 5,827 | 5,514 | 4,772 |
| Net Debt | 6,027 | 5,708 | 5,749 | 5,431 | 4,725 |
| Net Debt / EBITDA | 2.31x1 | 1 2.31x |
2.29x | 2.40x | 2.21x |
1Calculated with LTM EBITDA
| Date | Subject of announcement |
|---|---|
| 8 December 2017 | Announcement No. 18/2017 |
| "Reduction of airports charges" |
| Date | Subject of announcement |
|---|---|
| 5 December 2017 | Announcement No. 17/2017 |
| "Financial Calendar 2018" | |
| 27 November 2017 | Announcement No. 16/2017 |
| "Notice of Extraordinary general meeting 2017" | |
| 24 November 2017 | Announcement No. 15/2017 |
| "Change in Board of Directors" | |
| 24 November 2017 | Announcement No. 14/2017 |
| "Mandatory Tender Offer" | |
| 24 November 2017 | Announcement No. 13/2017 |
| "Major shareholder announcements" | |
| 16 November 2017 | Announcement No. 12/2017 |
| "Parts of the Danish government's national aviation strategy transformed to regulation" | |
| 16 November 2017 | Announcement No. 11/2017 |
| "Interim report of Copenhagen Airports A/S (CPH) for the period 1 January – 30 September 2017" |
|
| 16 October 2017 | Announcement No. 10/2017 |
| "Updated Financial Calendar 2017" | |
| 13 September 2017 | Announcement No. 9/2017 |
| "ATP and OTPP enters into agreement on acquisition of controlling influence in Københavns Lufthavne A/S" |
|
| 8 August 2017 | Announcement No. 8/2017 |
| "Interim report of Copenhagen Airports A/S (CPH) for the period 1 January – 30 June 2017" | |
| 5 July 2017 | Announcement No. 7/2017 |
| "Estimated effects of Danish government's national aviation strategy" | |
| 3 July 2017 | Announcement No. 6/2017 |
| "Copenhagen Airports A/S notified of Danish government's national aviation strategy" | |
| 23 May 2017 | Announcement No. 5/2017 |
| "Announcement from MIRA" |
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| Date | Subject of announcement |
|---|---|
| 16 May 2017 | Announcement No. 4/2017 |
| "Interim report of Copenhagen Airports A/S (CPH) for the three months to 31 March 2017" | |
| 5 April 2017 | Announcement No. 3/2017 |
| "Annual general meeting" | |
| 9 March 2017 | Announcement No. 2/2017 |
| "Call for annual general meeting 4 April 2017 Copenhagen Airports A/S" | |
| 1 March 2017 | Announcement No. 1/2017 |
| "Announcement of Group Annual report 2016" |
3.3.1 Following Completion and subject to the continued compliance with any applicable regulatory requirements, the Offeror reserves the right but shall not be obliged to seek a delisting of the Shares from Nasdaq Copenhagen. If so the Offeror will request that the Board of Directors convenes an extraordinary general meeting of Copenhagen Airports A/S to seek approval of the Shareholders to apply for delisting of the Shares from Nasdaq Copenhagen. If delisting occurs, the Offeror will in due course initiate amendments to the articles of association of Copenhagen Airports A/S to reflect that the Company is no longer a listed company. Reference is also made to Section 7.3 regarding a potential squeeze out.
3.4 Change to the articles of association
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Copenhagen Airports Denmark ApS Company reg. no. (CVR) 29144249 c/o Azets Insight A/S Lyskær 3 C D DK-2730 Herlev Denmark
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4.3.2.4 As ATP is providing the funding to the Offeror for the acquisition of Shares pursuant to the Offer, as set out in Section 5.5, and part of such funding will be provided as equity funding by means of ATP subscribing for additional shares in KAP, ATP's ownership interest in KAP will increase as a result of Completion. OTPP and ATP have entered into an agreement pursuant to which OTPP has the option to acquire a proportion of the additional shares in KAP subscribed for by ATP from ATP to establish an ownership ratio between ATP and OTPP of 50/50 in respect of share capital and voting rights of KAP. Any exercise of such
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option by OTPP is subject to the continued compliance with any applicable regulatory requirements.
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The Offeror does not expect that the Transaction or the acquisition of the Shares will result in any near term changes in the Offeror's business or organisation.
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5.1.1 The Shareholders are offered a total cash consideration of DKK 5,702 per Share.
5.1.2 The Offer Price is determined on the basis of the price paid by OTPP Sub for the shares in KAP held by Tivoli Holding S.á r.l. in relation to the Transaction, adjusted for third party debt financing, other liabilities and cash, which are not attributable in the value of the shares in Copenhagen Airports A/S, at KAP, CADH, and in the Offeror that holds the shares in Copenhagen Airports A/S. The price paid for the shares in KAP was subject to certain adjustments depending on the date of completion of the Transaction customary for a transaction of that nature. The acquisition of the shares in KAP was completed on 24 November 2017. Based on the actual liabilities and cash to be adjusted for in KAP, CADH, and Copenhagen Airports Denmark ApS, the value attributed to the Shares held by Copenhagen Airports Denmark ApS is DKK 25,800,597,766, which is equal to DKK 5,702 per Share.
| Date/Period | Price per share (DKK) |
Share premium relative to historical price per share (%) |
|---|---|---|
| Closing price on Nasdaq Copenhagen on 13 September 2017 (last day of trading prior to the announcement by Ontario Teachers' and ATP regarding the Transaction leading to the indirect acquisition of a controlling interest in Copenhagen Airports A/S) |
5,120 | 11.4 |
| Average closing price on Nasdaq Copenhagen in the period from 5 July 2017, the date on which Copenhagen Airport A/S issued an announcement in relation to the estimated effects of the Danish government's national aviation strategy, up to and including 13 September 2017 |
5,187 | 9.9 |
| Average closing price on Nasdaq Copenhagen in the three months (from 14 June 2017) up to and including 13 September 2017 |
5,285 | 7.9 |
| Average closing price on Nasdaq Copenhagen in the six months (from 14 March 2017) up to and including 13 September 2017 |
5,580 | 2.2 |
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All share prices are in DKK per Share. The average prices are calculated on the basis of daily closing prices of the Shares in the stated period as quoted on Nasdaq Copenhagen.
6.1.1 The Offer is valid as of 8 December 2017 and expires on 22 January 2018 at 17:00 (CET) or on expiry of an extension of the Offer Period as set out below. Acceptance of the Offer must be notified to the Shareholder's own custodian banks in due time to allow the custodian bank to process and communicate the acceptance to Nordea Danmark before expiry of the Offer Period on 22 January 2018 at 17:00 (CET).
6.1.2 Before expiry of the Offer Period, the Offeror may, in its sole discretion, extend the Offer Period for the Offer by publishing a supplement to the Offer Document in accordance with Section 9(2)-(4) of the Danish Takeover Order. Such an extension will not entitle the Shareholders who have accepted the Offer to withdraw their acceptances. However, the Offer Period may not be longer than 10 weeks from the date of publication of this Offer Document.
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Nordea Danmark, filial af Nordea Bank AB (publ), Sverige Grønjordsvej 10 DK-2300 Copenhagen S Denmark Tel.: (+45) 55 47 51 79 E-mail: [email protected]
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days after the expiry of the Offer Period, the final result of the Offer will be announced by the Offeror through Nasdaq Copenhagen and electronic media.
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Bech-Bruun Law Firm P/S Langelinie Allé 35 DK-2100 Copenhagen Ø Denmark
8.3.2 Danish legal adviser to ATP and the Offeror
Kromann Reumert Law Firm Sundkrogsgade 5 DK-2100 Copenhagen Ø Denmark
8.3.3 English and US legal adviser to Ontario Teachers'
Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HS United Kingdom
Nordea Danmark, filial af Nordea Bank AB (publ), Sverige Grønjordsvej 10 DK-2300 Copenhagen S Denmark Tel.: (+45) 55 47 51 79 E-mail: [email protected]
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| "30% Rule" | means Section 79 of Regulation 909 of the Pension Benefits Act (or any amendment or replacement of that Section) which imposes certain restrictions on Ontario Teachers' from investing funds, directly or indirectly, in securities of a corporation to which are attached more than 30% of the votes that may be cast for the election of directors of that corporation. |
|---|---|
| "Affiliates" | means in respect of the Offeror, any company or other legal entity Controlling or Controlled by, directly or indirectly, the Offeror, or in respect of the Company, any company or other legal entity Controlled by the Company, as the case may be. For the purpose hereof, the Company and its Affiliates immediately prior to Completion shall not be considered Affiliates of the Offeror. |
| "ATP" | means Arbejdsmarkedets Tillægspension, company reg. no. (CVR) 43405810, a pension fund established by law and incorporated under the laws of Denmark, whose registered office is at Kongens Vænge 8, DK-3400 Hillerød, Denmark. |
| "Board of Directors" or "Board" |
means the board of directors of Copenhagen Airports A/S. |
| "Business Day" | means any day, other than Saturdays and Sundays, besides from public holidays, 5 June, 24 December and 31 December, cf. Section 7(8) of the Danish Securities Trading Act. |
| "Cash Bonus Program" | means the Company's incentive program for the members of the Executive Management as described under Section 3.7.3.1. |
| "CET" | means Central European Time. |
| "Competing Offer" | means a competing offer pursuant to Section 26 of the Danish Takeover Order. |
| "Completion" | means the completion, including the settlement and transfer of title to the Shares, of the Offer pursuant to the terms of this Offer Document. |
| "Complete"/"Completion" shall be interpreted accordingly. |
"Computershare A/S" means Computershare A/S, company reg. no (CVR) 27088899, Lottenborgvej 26, 1., DK-2800 Kgs. Lyngby, Denmark.
| "Control" | means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise (and "Controlled" and "Controlling" shall have a correlative meaning). |
|---|---|
| "Copenhagen Airports A/S" |
has the meaning given to it in Section 1.1 of this Offer Document (also referred to as the "Company"). |
| "Copenhagen Airports Denmark Holdings ApS" |
means Copenhagen Airports Denmark Holdings ApS, company reg. no (CVR) 29144257, c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark (also referred to as "CADH"). |
| "Danish Companies Act" | means the Danish consolidated act no. 1089 of 14 September 2015 on Public and Private Limited Companies as amended from time to time (in Danish: Selskabsloven). |
| "Danish FSA" | means the Danish Financial Supervisory Authority (in Danish: Finanstilsynet). |
| "Danish Securities Trading Act" |
means the Danish consolidated act no. 251 of 21 March 2017 on securities trading as amended from time to time (in Danish: Lov om værdipapirhandel). |
| The Danish Securities Trading Act is repealed with effect from 3 January 2018, as of which date act no. 650 of 8 June 2017 (the "Danish Capital Markets Act") (in Danish: Lov om kapitalmarkeder) will come into force and replace the Danish Securities Trading Act. |
|
| Any reference herein to any provisions in the Danish Securities Trading Act shall, with effect from the Danish Capital Markets Act coming into force, be deemed to be a reference to the provision of the Danish Capital Markets Act replacing, in whole or in part, the relevant provision of the Danish Securities Trading Act. |
|
| "Danish Takeover Order" | means the Danish FSA's executive order no. 562 of 2 June 2014 on Takeover Bids as amended from time to time (in Danish: Bekendtgørelse om overtagelsestilbud). |
| The Danish Takeover Order is repealed with effect from 3 January 2018, as of which date executive order no. 1171 of 31 October 2017 (the "New Takeover Order") will come into force and replace the Danish Takeover Order. |
| Any reference herein to any provisions in the Danish Takeover Order shall, with effect from the New Takeover Order coming into force, be deemed to be a reference to the provision of the New Takeover Order replacing, in whole or in part, the relevant provision of the Danish Takeover Order. |
|
|---|---|
| "Date of Announcement" | means 8 December 2017, the date of announcement of this Offer Document. |
| "Date of Completion" | means the date on which the Offer is Completed. |
| "DKK" | means the official currency of the Kingdom of Denmark. |
| "Elevenmoront Corp" | means Elevenmoront Corp, a company incorporated under the laws of the Province of Ontario with corporation number 002260907 and having its registered address at 22 Adelaide Street West, 3600, Toronto, Canada M5H 4E3. |
| "EU" | means the European Union. |
| "Executive Management" | means the executive management of Copenhagen Airports A/S registered with the Danish Business Authority consisting of CEO, Thomas Woldbye. |
| "Kastrup Airports Parent ApS" |
means Kastrup Airports Parent ApS, company reg. no. (CVR) 33781903, c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark (also referred to as "KAP"). |
| "Nasdaq Copenhagen" | means NASDAQ Copenhagen A/S, company reg. no. (CVR) 19042677, Nikolaj Plads 6, DK-1067 Copenhagen K, Denmark. |
| "Nordea Danmark" | means Nordea Danmark, filial af Nordea Bank AB (publ), Sverige, company reg. no (CVR) 25992180, Grønjordsvej 10, DK-2300 Copenhagen S, Denmark. |
| "Offer" | means the offer submitted through this Offer Document. |
| "Offer Document" | means this offer document. |
| "Offer Period" | means the period during which the offer is open for acceptance, being 8 December 2017 to 22 January 2018, 17:00 CET, as such period may be extended in accordance with the terms of this Offer Document. |
| "Offer Price" | means a cash consideration of DKK 5,702 per Share with a nominal value of DKK 100, as potentially adjusted in accordance with this Offer Document. |
|---|---|
| "Offeror" | means Copenhagen Airports Denmark ApS, company reg. no. (CVR) 29144249, c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark (also referred to as "Copenhagen Airports Denmark ApS"). |
| "Ontario Teachers'" | means Ontario Teachers' Pension Plan Board, a non-share capital corporation established under Ontario statute having its principal place of business at 5650 Yonge Street, Toronto, Ontario M2M 4H5, Canada. |
| "OTPP" | means 2595406 Ontario Limited, a company incorporated under the laws of Ontario having its principal place of business at 5650 Yonge Street, Toronto, Ontario M2M 4H5, Canada. |
| "OTPP Sub" | means 2289718 Ontario Limited, a company incorporated under the laws of Ontario having its principal place of business at 5650 Yonge Street, Toronto, Ontario M2M 4H5, Canada. |
| "Pension Benefits Act" | means the Pension Benefits Act (Ontario) (R.S.O. 1990, c. P.8), as amended from time to time. |
| "Person" | means any individual, corporation, limited liability company, joint venture, partnership, association, trust, unincorporated organization or any other entity or group. |
| "Restricted Jurisdiction" | means Canada, Australia, Japan or South Africa or any other jurisdiction in which the submission of the Offer would violate the laws of that jurisdiction. |
| "Shareholders" | has the meaning given to it in Section 1.1 of this Offer Document. |
| "Shares" | means the outstanding shares in Copenhagen Airports A/S, which in total amounts to 7,848,070 shares of a nominal value of DKK 100 (and "Share" means each of them). |
| "Transaction" | means a transaction pursuant to which, on 24 November 2017, OTPP Sub and Elevenmoront Corp acquired an additional indirect controlling interest in Copenhagen Airports A/S by acquiring certain of the shares in Kastrup Airports Parent ApS held by Tivoli Holdings S.á r.l. |
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"US Exchange Act" means the United States Securities Exchange Act of 1934, as amended from time to time.
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Terms not defined in this Offer Advertisement shall have the same meaning as set out in the Offer Document.
This Offer Advertisement and the Offer to which this Offer Advertisement relates are not directed at the Shareholders whose participation in the Offer would require the issuance of an offer document, registration or other activities other than what is required under Danish law. The Offer is not submitted, directly or indirectly, to any Shareholders resident in any jurisdiction in which the submission of the Offer or acceptance thereof would violate the laws of such jurisdiction. Any Person acquiring possession of this Offer Advertisement or the Offer Document to which this Offer Advertisement relates is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
This Offer Advertisement does not constitute an offer or invitation to purchase any securities, or a solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document, which contains the full terms of the Offer, including details of how the offer may be accepted. The Shareholders are advised to read the Offer Document, including appendixes, and any later supplements to the Offer Document, as they contain important information. The Offer is not being made, directly or indirectly, in, into or from Canada, Australia, Japan, or South Africa or any other Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer does not apply and cannot be accepted from within Canada, Australia, Japan or South Africa or any other Restricted Jurisdiction.
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Pursuant to the Danish FSA's Executive Order on Takeover Bids, Executive Order no. 562 of 2 June 2014 (the "Danish Takeover Order"),
Copenhagen Airports Denmark ApS, company reg. no. (CVR) 29144229, c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark, submits a mandatory takeover offer (the "Offer") to the shareholders (together the "Shareholders" and each a "Shareholder") of Copenhagen Airports A/S, Company reg. no. (CVR) 14707204, Lufthavnsboulevarden 6, DK-2770 Kastrup, Denmark, pursuant to the offer document of 8 December 2017 (as it may be amended or supplemented from time to time) (the "Offer Document").
Copenhagen Airports Denmark ApS offers the Shareholders of Copenhagen Airports A/S a cash consideration of DKK 5,702 per share (a "Share") with a nominal value of DKK 100 (the "Offer Price").
The Offer Price for the Shares represents (i) a premium of 11.4 % to the closing price per Share on NASDAQ Copenhagen A/S ("Nasdaq Copenhagen") on 13 September 2017, the last day of trading prior to the announcement by Ontario Teachers' and ATP regarding the Transaction leading to the indirect acquisition of a controlling interest in Copenhagen Airports A/S, (ii) a premium of 9.9 % to the average closing price per Share on Nasdaq Copenhagen in the period from 5 July 2017 (the date on which Copenhagen Airports A/S issued an announcement in relation to the estimated effects of the Danish government's national aviation strategy) up to and including 13 September 2017, (iii) a premium of 7.9 % to the average closing price per Share on Nasdaq Copenhagen in the three months (from 14 June 2017) up to and including 13 September 2017, and (iv) a premium of 2.2 % to the average closing price per Share on Nasdaq Copenhagen in the six months (from 14 March 2017) up to and including 13 September 2017. 24 November 2017 was the last trading day on Nasdaq Copenhagen prior to the announcement of the obligation to submit the Offer. All share prices included in this Offer Advertisement are in DKK per Share.
| Offer Price for the Shares: | The Shareholders are offered DKK 5,702 in cash for each Share in Copenhagen Airports A/S of a nominal value of DKK 100. |
|---|---|
| If Copenhagen Airports A/S pays dividends or makes other distributions to its Shareholders in the period from and including the date of this Offer Document until Completion, the Offer Price will not be adjusted. |
|
| The Shareholders shall pay all brokerage fees and/or other costs arising from the sale of their Shares and such fees or |
| costs shall not be borne by the Offeror. | |
|---|---|
| Offer Period: | The Offer is valid as from 8 December 2017 and expires on 22 January 2018 at 17:00 (CET). |
| The Offer Period may be extended by publication of a supplement in accordance with Section 9(4) of the Danish Takeover Order and as set forth in the Offer Document. |
|
| Acceptance Procedure for Shares: | Shareholders wishing to accept the Offer on the terms set out in the Offer Document are requested to contact their custodian bank or securities dealer, and request that acceptance of the Offer be communicated to: |
| Nordea Danmark, filial af Nordea Bank AB (publ), Sverige Grønjordsvej 10 DK-2300 Copenhagen S Denmark ("Nordea Danmark") Tel.: (+45) 55 47 51 79 E-mail: [email protected] |
|
| Shareholders wishing to accept the Offer are requested to use the acceptance form attached to the Offer Document as Appendix 2 (Acceptance Form). The Shareholders should note that the acceptance must be communicated to their custodian bank or securities dealer in due time for the custodian bank or securities dealer to process and communicate the acceptances to Nordea Danmark, which must receive such acceptances before expiry of the Offer Period or before expiry of (any) extension of the Offer Period as described in the Offer Document. |
|
| The deadline for notification of acceptance depends on the individual Shareholder's agreement with and the rules and procedures of the relevant custodian bank, and the deadline may be earlier than the last day of the Offer Period. |
|
| Completion: | The Offeror will acquire title and all rights to the Shares in respect of which the Offer has been accepted, subject to the terms of the Offer. |
| Settlement: | The Offer will be settled in cash through the Shareholder's own custodian bank. |
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| Settlement of the Offer will take place as soon as possible. The trading day for settlement will at the latest be three (3) Business Days after the announcement that the Offer will be Completed. |
|
|---|---|
| The Offeror expects that settlement will be effected on or prior to 26 January 2018. An extension of the Offer Period to a date subsequent to 22 January 2018 will postpone the date of settlement. The new settlement date will be stated in a potential supplement to the Offer Document. |
|
| Conditions to the Offer: | Completion of the Offer is not subject to any conditions. |
| Other terms: | The Shareholders are bound by their acceptance throughout the Offer Period except where a Competing Offer is made. |
| If a Competing Offer is announced by a third party, Shareholders who have accepted the Offer may withdraw their acceptance of the Offer during a period of three (3) Business Days after announcement of the competing offer in accordance with Section 26(3) of the Danish Takeover Order. Subject thereto, any acceptance of the Offer and any sale of Shares pursuant to this Offer is binding and irrevocable for the Shareholders. |
|
| In the event that the Offeror increases the Offer Price and/or otherwise changes the terms of the Offer in favour of the Shareholders, the Shareholders who have already accepted the Offer at a lower Offer Price will automatically be entitled to the higher Offer Price provided the Offer is completed. |
|
| Shareholders who have accepted the Offer will continue to be bound by their acceptance if the Offer Period is extended. However, the Offer Period may not be longer than 10 weeks from the date of announcement of the Offer Document (except in situations in which the period is extended in connection with one or more competing offers as defined in Section 26 of the Danish Takeover Order). |
|
| The foregoing is a summary of the Offer Document containing the terms of the Offer, and |
reference is made thereto. This summary may not contain all of the information that is important
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to the Shareholders.
Subject to certain restrictions and the terms set out in the Offer Document, the Offeror has requested Copenhagen Airports A/S to send a copy of the Offer Advertisement and the Acceptance Form to each Shareholder registered by name for the Offeror's account. The Offer Document and further information on the Offer will, subject to certain restrictions, be available at www.cph.dk/en/about-cph/investor/mandatory-tender-offer/ (in English) and www.cph.dk/omcph/investorer/pligtmassigt-overtagelsestilbud/ (in Danish).
Copies of the Offer Document are available, subject to the terms set out in the Offer Document (including the exclusion of certain jurisdictions), upon request to Nordea Danmark, tel.: (+45) 55 47 51 79, email: [email protected].
Any questions in connection with the settlement and acceptance of the Offer from Shareholders should be directed to the Shareholder's own custodian bank.
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(To be submitted to the shareholders' own custodian bank for endorsement and processing)
This acceptance form refer to the mandatory takeover offer to all Shareholders for the acquisition of all shares in Copenhagen Airports A/S submitted by Copenhagen Airports Denmark ApS, c/o Azets Insight A/S, Lyskær 3 C D, DK-2730 Herlev, Denmark, on 8 December 2017 (the "Offer").
Acceptance must take place through the shareholders' own custodian banks and in due time to allow the custodian bank to process and communicate the acceptance to Nordea Danmark, filial af Nordea Bank AB (publ), Sverige ("Nordea Danmark"), who must have received such acceptance no later than 22 January 2018 at 17:00 (CET) or in the event of an extension of the offer period at such later date and time as stated in the notice of extension of the offer period.
The undersigned hereby represents that the shares of Copenhagen Airports A/S sold are free from any and all charges, liens, encumbrances and any other third party rights. The undersigned shall pay all brokerage fees and/or other costs arising from the sale of its shares in Copenhagen Airports A/S.
Subject to the terms set out in the Offer I/we hereby accept the Offer for a cash payment of DKK 5,702 per share with a nominal value of DKK 100 in Copenhagen Airports A/S and place an order for sale of the following number of shares in Copenhagen Airports A/S (ISIN DK0010201102) with a nominal value of DKK 100 each:
no. of shares in Copenhagen Airports A/S
| Custodian bank: | VP account: |
|---|---|
| Bank: Sort code/account no.: |
|---|
| --------------------------------- |
| Name: | |
|---|---|
| Address: | |
| City and postcode: | |
| Registration No./Personal Identification No.: | |
| Telephone: | |
| E-mail: | |
| Date and signature: |
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The undersigned custodian bank agrees to transfer the above shares in Copenhagen Airports A/S to Copenhagen Airports Denmark ApS if Copenhagen Airports Denmark ApS determines in its reasonable discretion that this acceptance form is in accordance with the Offer dated 8 December 2017 for the acquisition of shares:
| Registration No: | CD-identification: |
|---|---|
| Company stamp and signature: |
Upon endorsement of this acceptance form, the shareholder's custodian bank must on or before 22 January 2018 at 17:00 (CET) (in the event of an extended Offer Period at such later date and time as stated in the notice of extension of the Offer Period) have submitted the acceptance of the Offer to Nordea Danmark.
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