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Ørsted — Capital/Financing Update 2016
Jun 7, 2016
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Download source fileNOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement does not constitute an offering circular and nothing herein
contains an offering of securities. No one should purchase or subscribe for any
securities in DONG Energy A/S ("DONG Energy" or the "Company") except on the
basis of information in the offering circular published by DONG Energy in
connection with the potential offering and admission of such securities to
trading and official listing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”).
Copies of the offering circular are available at the Company’s registered
office and, subject to certain exceptions, through the website of the Company.
Today, DONG Energy announces the close of its initial public offering,
including the early close of its offering to retail investors.
An offering circular was published on 26 May 2016 in connection with DONG
Energy's initial public offering and admission of its shares to trading and
official listing on Nasdaq Copenhagen (the "Offering").
The Offering to retail investors, with orders up to and including DKK 3
million, will close on 7 June 2016 at 16:00 CET. The early close of the
Offering is due to the aggregate demand from retail investors exceeding the
expected allocation of offer shares to this investor group.
The Offering to investors with orders exceeding DKK 3 million will close on 8
June 2016 at 11:00 CET.
Information about the result of the Offering, including final offer price, the
final number of sold offer shares and the allocation of shares, is expected to
be announced on 9 June 2016. The admission to trading and official listing of
the DONG Energy shares on Nasdaq Copenhagen and the first day of trading is
also expected to be on 9 June 2016 under the symbol "DENERG" (ISIN
DK0060094928).
The offer shares are expected to be delivered starting on or about 13 June 2016
against payment in immediately available funds in Danish kroner.
Bank syndicate and advisors
J. P. Morgan Securities plc., Morgan Stanley & Co International plc., and
Nordea Markets (division of Nordea Bank Danmark A/S) are acting as Joint Global
Coordinators and Joint Bookrunners. Citigroup Global Markets Limited, Danske
Bank A/S and UBS Limited are acting as Joint Bookrunners. ABG Sundal Collier
Denmark, branch of ABG Sundal Collier ASA, Norge, Coöperatieve Rabobank U.A and
RBC Europe Limited (trading as RBC Capital Markets) are acting as Co-lead
Managers. Lazard & Co., Limited is acting as financial advisor to DONG Energy
and Rothschild is acting as financial advisor to the Kingdom of Denmark as the
majority shareholder.
For additional information, please contact:
Media Relations
Martin Barlebo
+45 99 55 95 52
Media Relations (UK only):
Victoria Palmer-Moore, Ian Middleton, Peter Ogden
Powerscourt
+44 20 7250 1446
Investor Relations
Henrik Brünniche Lund
+45 99 55 97 22
Important notice
This announcement is not an offer to sell or a solicitation of any offer to buy
any securities issued by DONG Energy A/S (the “Company”) in any jurisdiction
where such offer or sale would be unlawful and the announcement and the
information contained herein are not for distribution or release, directly or
indirectly, in or into such jurisdictions.
In any member state of the European Economic Area (“EEA Member State”), other
than Denmark, that has implemented Directive 2003/71/EC as amended (together
with any applicable implementing measures in any EEA Member State, the
“Prospectus Directive”), this announcement is only addressed to and is only
directed at investors in that EEA Member State who fulfil the criteria for
exemption from the obligation to publish an offering circular, including
qualified investors within the meaning of the Prospectus Directive.
Any securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered or sold in the United States absent registration or an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. There is no intention to register any
securities referred to herein in the United States or to make a public offering
of the securities in the United States. Any securities sold in the United
States will be sold only to qualified institutional buyers (as defined in Rule
144A under the Securities Act) pursuant to Rule 144A.
In the United Kingdom, this announcement and any other materials in relation to
the securities described herein are only being distributed to, and are only
directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
“qualified investors” (as defined in section 86(7) of the Financial Services
and Markets Act 2000) and who are (i) persons having professional experience in
matters relating to investments who fall within the definition of “investment
professionals” in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). Persons who are not relevant persons
should not take any action on the basis of this announcement and should not act
or rely on it.
This announcement does not constitute an offering circular and nothing herein
contains an offering of securities. No one should purchase or subscribe for any
securities in the Company, except on the basis of information in any offering
circular published by the Company in connection with the offering and admission
of such securities to trading and official listing on Nasdaq Copenhagen A/S.
Copies of the offering circular are available from the Company's registered
office and, subject to certain exceptions, on the website of the Company.
J. P. Morgan Securities plc., Morgan Stanley & Co International plc., Nordea
Markets (division of Nordea Bank Danmark A/S), Citigroup Global Markets
Limited, Danske Bank A/S, UBS Limited, ABG Sundal Collier Denmark, branch of
ABG Sundal Collier ASA, Norge, Coöperatieve Rabobank U.A and RBC Europe Limited
(trading as RBC Capital Markets) (together, the “Managers”), N M Rothschild &
Sons Limited (“Rothschild”) and their affiliates are acting exclusively for the
Kingdom of Denmark, the selling minority shareholders or the Company as the
case may be 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 Kingdom of Denmark, the
selling minority shareholders or the Company as the case may be 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.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as financial adviser
to the Company and no one else in connection with the Offering and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Lazard & Co., Limited nor for providing advice in
relation to the Offering or any other matters referred to in this announcement.
Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard & Co., Limited in connection with this announcement, any
statement contained herein or otherwise.
In connection with the Offering, the Managers and any of their affiliates,
acting as investors for their own accounts, may purchase shares and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such shares and other securities of the Company or related
investments in connection with the Offering or otherwise. Accordingly,
references in the offering circular to the shares being, offered, acquired,
placed or otherwise dealt in should be read as including any offer to, or
acquisition, placing or dealing by, such Managers and any of their affiliates
acting as investors for their own accounts. The Managers do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
In connection with the Offering, Morgan Stanley & Co International plc. (the
"Stabilising Manager") (or agents acting on behalf of the Stabilising Manager)
may over-allot securities or effect transactions with a view to supporting the
market price of the securities at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager
(or agents acting on behalf of the Stabilising Manager) will undertake
stabilisation actions. Any stabilisation action may begin on or after the date
of commencement of trading and official listing of the securities on Nasdaq
Copenhagen and, if begun, may be ended at any time, but must end no later than
30 days after the date of commencement of trading and official listing of the
securities.
Matters discussed in this release may constitute forward-looking statements.
Forward-looking statements are statements that are not historical facts and
that can be identified by words such as “believe”, “expect”, “anticipate”,
“intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar
expressions. The forward-looking statements in this announcement are based upon
various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its
control. Such risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the expectations expressed
or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.
DONG Energy is one of the leading Energy groups in Northern Europe,
headquartered in Denmark. Around 6,700 ambitious employees are engaged in
developing, constructing and operating offshore wind farms; generating power
and heat from our power stations; providing energy to residential and business
customers; and producing oil and gas. Group revenue was DKK 71bn (EUR 9.5bn) in
2015. For further information, see www.dongenergy.com.