Transaction in Own Shares • Aug 19, 2014
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Download Source File ANNOUNCEMENT
A.P. Møller - Mærsk A/S – Share buy-back program of up to DKK 5.6 billion
(approximately USD 1 billion)
The Board of Directors of A.P. Møller – Mærsk A/S (the “Company”) has decided
to initiate a share buy-back program of up to DKK 5.6 billion (approximately
USD 1 billion) to be executed during a 12 months period.
The share buy-back program is initiated pursuant to the authorisation granted
to the Board of Directors by the Annual General Meeting in 2011, which
authorizes the Company to acquire treasury shares at a nominal value not
exceeding 10% of the share capital at the market price applicable at the time
of acquisition with a deviation of up to 10%.
It is further the intention of the Company’s Board of Directors to evaluate on
an ongoing basis additional buy-back programs and potentially seek a renewal
and extension of the authorization to buy back own shares for subsequent years
after the completion of the share buy-back program announced today. If and when
such decision is taken, it will be separately announced to the stock exchange.
Safe Harbour method:
The buy-back will be structured in accordance with the EU Commission Regulation
no. 2273/2003 of 22 December 2003 (the “Safe Harbour Regulation”).
Purpose:
The purpose of the share buy-back program is to adjust the capital structure of
the Company and to meet the obligations arising from employee share option
programs or other allocations of shares to employees of the Company. At the
Company’s annual general meetings in 2015 and 2016, a resolution will be
proposed that shares acquired, which are not used for hedging purposes of the
ongoing incentives programs, will be cancelled.
Time frame:
The share buy-back will be carried out in a number of phases. First phase of
the share buy-back program will run from 1 September 2014 to 30 November 2014.
Further details on the shares to be acquired in the first phase will be
published on 29 August 2014.
Commitment from majority shareholder:
A.P. Møller Holding A/S (“Holding”) has agreed to participate in the share
buy-back program by selling A and B shares pro rata to its ownership on a daily
basis at the volume weighted average price paid in open market purchases of A
and B shares.
Detailed Terms:
-- The Company will appoint a bank to act as lead manager, which will execute
the purchase of shares on behalf of the Company and will make all share
purchase decisions independently and without the involvement of the
Company.
-- No shares may be bought back at a price exceeding the higher of i) share
price of latest independent trade and ii) the highest current independent
bid at NASDAQ OMX Copenhagen at the time of trading.
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-- The maximum number of A and B shares that may be purchased on each business
day may not exceed 25% of the average daily trading volume of A and B
shares, respectively, on NASDAQ OMX Copenhagen or other regulated markets,
on which the purchase is carried out, over last 20 trading days prior to
the date of purchase.
-- A and B shares are acquired in a 20/80 split reflecting the current trading
volumes between the two share classes.
-- The Company will fulfil its reporting obligations under Danish law by
announcing all details of all acquisitions carried out under the share
buy-back program no later than the end of the seventh daily market session
following the date of execution of such acquisitions.
-- The share buy-back is carried out with the intention to proposing the
shares, which are not used for hedging purposes for share option programs
or shares to employees, to be cancelled at the annual general meetings in
2015 and 2016.
-- The Company is entitled to suspend or stop the program at any time subject
to an announcement to NASDAQ OMX Copenhagen.
Copenhagen, 19 August 2014
Contact persons:
Head of Investor Relations, Henrik Lund, tel. +45 3363 3106
Head of Media Relations, Louise Münter, tel. +45 3363 1912
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