NKT — Share Issue/Capital Change 2016

Oct 4, 2016

Nasdaq Copenhagen
Nikolaj Plads 6
DK-1007 Copenhagen K

4 October 2016
Announcement No. 48

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),
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.

NKT Holding A/S to issue and sell up to 3,385,237 shares in a private placement

The Board of Directors of NKT Holding A/S (“NKT” or the "Company") has resolved
to launch an offering of new shares and existing shares held by NKT (treasury
shares) at market price (the “Offering”). The Offering will be executed through
an accelerated book-building process and will consist of a maximum number of
2,437,348 new shares, representing 9.99% of NKT’s currently registered share
capital, and up to 947,889 existing treasury shares held by NKT, in total up to
3,385,237 shares (the “Shares”).

On 21 September 2016, it was announced that NKT Cables had entered into a
purchase agreement to acquire ABB HV Cables, a wholly owned business of the ABB
Group, at an enterprise value of EUR 712m (DKK 5.3bn). Including ABB HV Cables’
committed investment in a new, cutting-edge cable-laying vessel to be delivered
and paid in Q1 2017 of EUR 124m (DKK 0.9bn), total enterprise value amounts to
EUR 836m (DKK 6.2bn). Closing of the transaction is expected in Q1 2017 and is
conditional upon regulatory approvals and fulfilment of certain other
conditions related to the transfer of ABB HV Cables. NKT has entered into
arrangements with Nordea and Danske Bank to finance the acquisition. At the
same time, NKT announced an intention to split the company into two separately
listed companies following closing of the aforementioned transaction.
Furthermore, it was announced that subject to market conditions and prior to
the intended split, the Board of Directors of NKT expected to utilise the
authorisation to raise new equity of an amount of up to 9.99% of the company’s
share capital, combined with a sale of the treasury shares with the aim of
maintaining a prudent capital structure, cf. Company Announcement no. 45 of 21
September 2016.

The net proceeds of the Offering will be used to partially finance the expected
acquisition of ABB HV Cables.

The Offering
The Offering will be made to institutional investors in Denmark and, subject to
certain restrictions, internationally at market price and without pre-emption
rights to NKT’s existing shareholders. The Offering is not underwritten.

The books for the Offering will open with immediate effect and can close at any
time. The offer price will be determined after the close of the accelerated
bookbuilding process. The result of the Offering, the offer price and
allocation are expected to be announced as soon as practicable thereafter.

Subject to certain customary exceptions, NKT, NKT's Board of Directors and the
Group Executive Director have agreed to a 180-day lock-up period in relation to
shares in NKT.

Resolution on share capital increase
The decision to launch an offering of up to 2,437,348 new shares of a nominal
value of DKK 20 each in a private placement is made pursuant to Article 3.A.2
in NKT’s Articles of Association pursuant to which the Board of Directors is
authorised to make share capital increases.

If fully subscribed, the nominal value of the share capital increase will
represent 9.99% of NKT’s current nominal share capital of DKK 487,957,580, and
will account for 9.09% of NKT’s registered share capital upon completion of the
share capital increase. Following completion of the share capital increase and
assuming the capital increase is fully subscribed, the nominal share capital of
NKT will amount to DKK 536,704,540 divided into 26,835,227 shares of DKK 20
each.

Admission for trading and official listing
Nasdaq Copenhagen has confirmed that the new shares will be listed under the
existing ISIN code for the existing shares, DK0010287663 after registration of
the share capital increase with the Danish Business Authority. The temporary
ISIN code DK0060761229 will be merged with the existing primary ISIN code for
the existing shares, DK0010287663, as soon as possible following registration
of the share capital increase with the Danish Business Authority. The temporary
ISIN code will not be listed on Nasdaq Copenhagen, but only registered in VP
Securities for subscription of the new shares.

Expected timetable for the Offering
The Offering is made to institutional investors in Denmark and, subject to
certain restrictions, internationally, and the Shares will be offered in an
accelerated bookbuilding process at market value without pre-emption rights to
NKT’s existing shareholders.

-- The offer period runs up to and including 5 October 2016, but may be
shortened.
-- The offer price is expected to be announced through Nasdaq Copenhagen no
later than on 5 October 2016.
-- Expected date of payment against delivery is 7 October 2016.
-- Expected date of registration of the capital increase with the Danish
Business Authority is 7 October 2016.
-- Expected date for admission f
or listing of new shares under the existing ISIN code is 10 October 2016.

If the Offering is oversubscribed, an individual allocation of shares will be
made.

It is expected that the dates of admission for listing, payment and
registration of the capital increase may be brought forward if the Offering is
closed before the offer period expires.

Managers
Danske Bank A/S, Nordea Markets (division of Nordea Bank Danmark A/S) and J.P.
Morgan Securities plc. (the "Managers") are Joint Global Coordinators and Joint
Bookrunners for the Offering, through which subscription orders may be placed
and purchases may be made in the Offering.

The new shares
The new shares will rank pari passu in all respects with existing shares in NKT.

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 must be registered in the name of the holder in the Company’s
register of shareholders.

The existing shares
Of the up to 947,889 treasury shares that will be offered for sale in the
Offering, 870,464 shares have been acquired by NKT pursuant to the share
buyback programme announced by Company Announcement No 4 of 26 February 2016.
The share buyback programme was cancelled with immediate effect on 21 September
2016. The remaining treasury shares offered for sale have been acquired under
previous share buybacks.

Taxation and dividends
Dividend payments will be taxed pursuant to current legislation, including any
applicable double taxation treaties.

The new shares and the treasury shares sold in the offering are eligible for
any dividends if and when payable.

Contacts
Investors Press
Lasse Snejbjerg Helle Gudiksen
Tel: +45 2913 6607 Tel: +45 2349 9098

IMPORTANT DISCLAIMER
This announcement is not a prospectus and investors should not purchase any
securities referred to in this announcement on the basis of this announcement.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may or should be
placed by any person for any purposes whatsoever on the information contained
in this announcement or on its completeness, accuracy or fairness. The
information in this announcement is subject to change. No obligation is
undertaken to update this announcement or to correct any inaccuracies, and the
distribution of this announcement shall not be deemed to be any form of
commitment on the part of the Company to proceed with any transaction or
arrangement referred to herein. This announcement has not been approved by any
competent regulatory authority.

This announcement does not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe for
any shares or any other securities nor shall it (or any part of it) or the fact
of its distribution, form the basis of, or be relied on in connection with or
act as an inducement to enter into, any contract or commitment whatsoever. The
transactions described in this announcement and the distribution of this
announcement and other information in connection with the transactions in
certain jurisdictions may be restricted by law and persons into whose
possession this announcement, any document or other information referred to
herein comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

In particular, this announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, securities to any person
in the United States, Australia, Canada or Japan, or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The securities
referred to herein may not be offered or sold in the United States except to
"qualified institutional buyers" as defined in, and in reliance on, Rule 144A
under U.S. Securities Act of 1933 as amended (the "Securities Act") or another
applicable exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. All offers and sales of securities outside
of the United States will be made in reliance on, and in compliance with,
Regulation S under the Securities Act. The securities referred to herein have
not and will not be registered in the United States, Australia, Canada or Japan
and there is no intention to make a public offering of the securities in the
United States.

This announcement 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 the Prospectus Directive from the requirement to publish a
prospectus for offers of such securities. 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. In addition, in the United Kingdom, this information is only being
distributed to, and is only directed at, (x) Qualified Investors 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.

None of the Company, the Managers or any of their respective subsidiary
undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the information
or opinions in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company 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 this announcement or its contents or otherwise arising in
connection therewith.

This announcement does not constitute an investment recommendation. 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.