Transaction in Own Shares • Apr 27, 2012
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Download Source FileCompany Announcement No. 450
The Board of Directors of DSV has decided to buy back shares in accordance with
the authorisation granted at the Annual General Meeting on 21 March 2012.
As at today, 27 April 2012, DSV holds 3,231,166 treasury shares of a nominal
value of DKK 1 each, corresponding to 1.72% of DSV's share capital.
Purpose
The purpose of the share buy-back is to hedge the Group's incentive programme
and adjust the capital structure. At the Annual General Meeting of DSV it will
be proposed that shares which are not used for hedging of the incentive
programme will be cancelled.
Time frame
The share buy-back programme will run from 27 April 2012 to 30 July 2012, both
days inclusive. During this period, DSV will buy shares up to a maximum value
of DKK 400 million under a share buy-back programme prepared in accordance
with the provisions of European Commission Regulation (EC) No. 2273/2003 of 22
December 2003, the so-called 'Safe Harbour' method that protects the boards of
directors and executive boards of listed companies from violating insider
trading legislation in connection with share buy-backs.
Buy-back terms
-- DSV is required to retain a financial adviser who is to make its own
trading decisions independently of and without influence from DSV and
execute the buy-back within the announced framework. DSV has retained
Carnegie Bank A/S as its financial adviser and lead manager for the share
buy-back.
-- The maximum amount that DSV may pay for shares purchased under the share
buy-back programme is DKK 400 million, and no more than 4,000,000 shares,
corresponding to 2.13% of the current share capital of DSV A/S, may be
purchased.
-- No shares may be bought back at a price exceeding the higher of (i) the
highest share price of the latest independent trade and (ii) the highest
current independent offer price at NASDAQ OMX Copenhagen at the time of
trading. This restriction implies that DSV can hardly expect to make
purchases up to the maximum daily share buy-back limit.
-- The maximum number of DSV shares which may be purchased on each business
day may not exceed 25% of the average daily trading volume of DSV shares on
NASDAQ OMX Copenhagen over the last 20 trading days prior to the date of
purchase.
-- The reporting obligations under Danish law and the rules of NASDAQ OMX
Copenhagen must be fulfilled within the applicable time limits.
Any questions may be addressed to Jens H. Lund, CFO, tel. +45 43 20 30 40.
Yours sincerely,
DSV
Jens Bjørn Andersen Jens H. Lund
CEO CFO
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