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Danske Bank — Share Issue/Capital Change 2012
Oct 31, 2012
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Company Announcement
31 October 2012
Announcement No. 19/2012
Offering of shares in Danske Bank A/S
We refer to our Company Announcement No. 18/2012 of 30 October 2012.
The offering (the “Offering”) of 76,880,966 new shares of DKK 10 each in Danske
Bank A/S (“Danske Bank”) has been successfully executed.
The final subscription price is DKK 93 per new share, raising gross proceeds of
DKK 7,149,929,838 for Danske Bank.
As the Offering is oversubscribed, an individual allocation of new shares has
been made.
Morgan Stanley, acting as settlement agent in connection with the Offering, has
undertaken to pre-fund Danske Bank’s capital increase on behalf of investors
subscribing to the new shares in the Offering in order to enable investors to
receive shares issued in the same ISIN code as the existing listed shares on
the settlement date.
Danske Bank has, with certain exceptions, agreed to a six month lock-up with
regard to shares in Danske Bank.
The proceeds from the capital increase will be used to accelerate rating
improvements and achievement of Danske Bank's capital targets, strengthen the
funding position and better align Danske Bank with its Nordic peers. See
Company Announcement No. 18/2012 of 30 October 2012.
Amount of offering
Following the capital increase, the share capital of Danske Bank will consist
of 1,008,620,000 shares of nominal value DKK 10 each equal to a nominal value
of DKK 10,086,200,000.
The new shares represent approximately 8.3% of Danske Bank’s registered share
capital before the capital increase and will account for approximately 7.6% of
Danske Bank’s registered share capital upon completion of the capital increase.
Timetable for the capital increase
Date of payment by Morgan Stanley for the capital increase
31 October 2012
(for settlement purposes)
Date of registration of the capital increase with the Danish Business Authority
31 October 2012
Date of admission of the new shares to trading and official listing
1 November 2012
Settlement date, on which new shares will be delivered to investors against
payment 5 November 2012
The new shares will be admitted to trading and official listing on NASDAQ OMX
Copenhagen A/S in the existing ISIN DK0010274414.
The new shares
The new shares will rank pari passu in all respects with existing Danske Bank
shares.
The new shares will be issued to bearer through VP Securities Services
(Værdipapircentralen) but may be registered in the name of the holder in Danske
Bank's register of shareholders.
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 may be recorded in the holder’s name in Danske Bank’s register
of shareholders 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 are eligible for any dividends if and when payable.
ISIN code
Existing ISIN securities identification code DK0010274414
Joint Global Coordinators and Joint Bookrunners
Danske Bank and Morgan Stanley acted as Joint Global Coordinators and Joint
Bookrunners in connection with the Offering.
Danske Bank A/S
Contact persons:
Eivind Kolding, Chairman of the Executive Board, tel. +45 45 14 60 01
Kenni Leth, Head of Press Relations, tel. +45 45 14 56 83/ +45 51 71 43 68
Martin Gottlob, Head of Investor Relations, tel.: +45 45 14 07 92
Disclaimers
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia or
Japan. These written materials do not constitute an offer of securities for
sale in any jurisdiction including the United States, nor may the securities be
offered or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and
the rules and regulations thereunder. There is no intention to register any
portion of the offering in the United States or to conduct a public offering of
securities in the United States.
The issue or sale of securities in the offering are subject to specific legal
or regulatory restrictions in certain jurisdictions. Danske Bank and its
advisers and/or agents assumes no responsibility in the event there is a
violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.
This announcement is only addressed to and directed at persons in member states
of the European Economic Area (the “EEA”), who are “Qualified Investors” within
the meaning of Article 2(1)(e) of the Prospectus Directive. The securities are
only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in only with
Qualified Investors. This announcement should not be acted upon or relied upon
in any member state of the EEA by persons who are not Qualified Investors. For
the purposes of this announcement, the expression “Prospectus Directive” means
Directive 2003/71/EC as amended and includes any relevant implementing measure
in each Relevant Member State. This announcement is an advertisement for the
purposes of applicable measures implementing the Prospectus Directive.
The Joint Bookrunners are acting exclusively for Danske Bank and no-one else in
connection with the offering. They will not regard any other person as their
respective clients in relation to the offering and will not be responsible to
anyone other than the Bank for providing the protections afforded to their
respective clients, nor for providing advice in relation to the offering, the
contents of this announcement or any transaction, arrangement or other matter
referred to herein.
None of the Joint Bookrunners or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement) or any
other information relating to Danske Bank, its subsidiaries 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 announcement or its contents or otherwise arising in connection
therewith. Morgan Stanley may take a proprietary position in the Offering.