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Ørsted — Capital/Financing Update 2016
May 26, 2016
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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 circular are available at the Company’s registered office and,
subject to certain exceptions, through the website of the Company.
DONG Energy publishes Offering Circular and the indicative price range for its
intended IPO
DONG Energy, a global leader in offshore wind power and a leading Danish
utility business, publishes an Offering Circular and the indicative price range
in connection with its intended initial public offering (“IPO” or the
“Offering”) and subsequent admission to trading in and official listing of its
shares on Nasdaq Copenhagen.
The intended IPO is expected to support DONG Energy’s future growth and
strategy, advance its international profile and provide DONG Energy with
improved access to public capital markets and a diversified base of new Danish
and international shareholders.
The Offering consists of a base offering of between 15.1% and 17.4% of the
existing shares in the Company through a partial sell-down by the current
shareholders of DONG Energy other than employee shareholders.
The Kingdom of Denmark, as majority shareholder, will sell part of its current
shareholding while maintaining a 50.1% shareholding after the IPO.
No new shares will be issued in the IPO.
The indicative price range has been set at DKK 200 to DKK 255 per share of DKK
10 nominal value corresponding to an implied market capitalisation of DONG
Energy of between DKK 83.5 billion to DKK 106.5 billion.
Claus Hjort Frederiksen, Minister of Finance, the Kingdom of Denmark:
“The IPO is an important milestone in the development of DONG Energy. The
company has grown from primarily being a Danish utility business to becoming a
growing international company with a leading position in the offshore wind
sector. DONG Energy is well placed to build on its position as a truly great
Danish business. Recognition goes to the board, management and employees, for
all of the hard work they have put into developing the company.”
Thomas Thune Andersen, Chairman of the Board of Directors, DONG Energy:
“Over the past decade, DONG Energy has transformed itself. It is now a
financially secure, fast growing, profitable business with a leading position
in the exciting offshore wind sector. We have built a strong and differentiated
profile in renewable energy and made excellent progress towards becoming a
leader among European energy companies in the transition to renewable energy.
We look forward to welcoming new shareholders who can join us in our journey
towards building a greener energy future.”
Henrik Poulsen, CEO of DONG Energy:
“DONG Energy is one of the fastest growing energy companies in Europe, and a
world leader in offshore wind. We have constructed 22 offshore wind farms, and
hold a market share of 26% of the globally installed offshore wind capacity.
Our continued profitable growth towards 2020, which will more than double our
installed capacity, is supported by a robust and highly visible offshore wind
build out plan. At the same time, we have come a long way in optimising and
shaping our Danish utility and oil and gas divisions to be able to contribute
with strong cash flows going forward. All DONG Energy employees deserve
tremendous credit for getting the company ready for this IPO.”
Details of the Offering
The base offering comprises of up to 72,834,393 shares in DONG Energy, equal to
17.4% of the total share capital, but not less than 63,245,753 shares, equal to
15.1% of the total share capital. In addition, the selling shareholders, other
than the Kingdom of Denmark and SEAS-NVE Holding A/S, have granted the managers
an overallotment option to purchase up to 10,925,159 additional shares,
equivalent to 2.6% of DONG Energy’s share capital, exercisable in whole or in
part until the date that lies 30 calendar days after the first day of trading
in an official listing of the shares on Nasdaq Copenhagen. The number of shares
comprised by the overallotment option will be adjusted if less than the maximum
number of shares offered in the base offering are sold in the Offering, such
that the number of shares comprised by the overallotment option will equal 15%
of the base offering.
The offer price will be determined through a book-building process and is
expected to be announced, together with the final number of offer shares sold
in the base offering and the number of shares comprised by the overallotment
option through Nasdaq Copenhagen no later than 8:00 a.m. CET on 9 June 2016.
The offer period will commence on 26 May 2016 and will close no later than 4:00
p.m. CET on 8 June 2016. The offer period may be closed prior to 8 June 2016;
however, the offer period will not be closed in whole or in part before 4 June
2016 at 00:01 a.m. CET. The offer period in respect of applications for
purchases of amounts up to, and including, DKK 3 million may be closed before
the remainder of the Offering is closed. Any such earlier closing in whole or
in part will be published through Nasdaq Copenhagen.
Up to 265,000 shares have been reserved for purchase by DONG Energy at the
final offer price for the purpose of ensuring that DONG Energy holds the number
of shares that it may be required to deliver to participants in a new incentive
programme upon vesting of the first grant of performance share units (PSUs)
after the first performance period. The new incentive programme will be
introduced following completion of the Offering. Further details about the
programme are set out in the Offering Circular.
DONG Energy will not receive any proceeds from the Offering, except that any
profits arising out of any stabilization transactions will be remitted to the
company after deduction of reasonable and documented costs.
The offer shares are expected to be admitted to trading and official listing on
Nasdaq Copenhagen under the symbol “DENERG”. The admission to trading and
official listing of the shares is subject to, among other things, Nasdaq
Copenhagen’s approval of the distribution of the offer shares on the first day
of trading (expected to be 9 June, 2016), the Offering not being withdrawn
prior to settlement (expected to be 13 June, 2016) and to the Company making an
announcement to such effect. The shares are issued under ISIN DK0060094928.
The Offering includes an initial public offering in Denmark to institutional
and retail investors, a private placement in the United States only to persons
who are qualified institutional buyers or QIB’s in reliance on Rule 144A under
the U.S. Securities Act; and private placements to institutional investors in
the rest of the world in compliance with Regulation S under the U.S. Securities
Act.
The shares are expected to be delivered on or around 13 June 2016 (the
“Settlement Date”) against payment in immediately available funds in Danish
kroner (DKK). The shares will be delivered in book-entry form on the Settlement
Date to investors’ accounts with VP Securities A/S and through the facilities
of Euroclear and Clearstream. All settlement in connection with the Offering
will take place in the permanent ISIN DK0060094928.
Offering Circulars
In connection with the Offering, the Company has prepared four versions of the
offering document: (i) a prospectus in English for purposes of the Danish
Offering (the "English Language Offering Circular"); (ii) an offering circular
in Danish to be made available in connection with the Danish Offering (the
"Danish Offering Circular"); (iii) an offering circular in English for use in
the international private placement outside of Denmark and the United States
(the "International Offering Circular"); and (iv) an offering circular in
English in connection with the private placement in the United States (the
"U.S. Offering Circular". The English Language Offering Circular, the Danish
Offering Circular, the U.S. Offering Circular and the International Offering
Circular, constitute the "Offering Circular").
Special attention should be given to the "Risk Factors" described in the
Offering Circular. The Offering Circular will be made available to eligible
investors at no cost at the registered office of DONG Energy A/S, Kraftværksvej
53, Skærbæk,
7000 Fredericia. The Offering Circular can also be obtained upon request from
Nordea Bank Danmark A/S, Securities Operations, PO Box 850, 0900 Copenhagen C,
Denmark, phone: +45 33 33 52 78, e-mail: [email protected] or Danske Bank
A/S, Holmens Kanal 2-12, 1092 Copenhagen K, Denmark, phone: +45 70 23 08 34,
e-mail: [email protected], and can be requested through Nordea's and
Danske Bank’s branches in Denmark. The Offering Circular is also available to
eligible persons on the DONG Energy website, www.dongenergy.com.
Current shareholders
The current shareholders of DONG Energy are the Kingdom of Denmark (58.8%), New
Energy Investment S.à r.l. (indirectly owned by entities under the control of
the Merchant Banking Division of The Goldman Sachs Group, Inc.) (17.9%),
SEAS-NVE Holding A/S (which is directly controlled by SEAS-NVE A.M.B.A)
(10.8%), ATP (4.9%) and other shareholders (7.6%). The number of shares sold by
each selling shareholder in the Offering appears from the Offering Circular.
Bank syndicate and advisors
J. P. Morgan Securities plc., Morgan Stanley & Co International plc., and
Nordea Markets (division of Nordea Bank Danmark A/S) have been appointed to act
as Joint Global Coordinators and Joint Bookrunners for the intended IPO.
Citigroup Global Markets Limited, Danske Bank A/S and UBS Limited have been
appointed to act 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) have been appointed to act 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
Press conference
A press conference will be held today, 26 May 2016, at DONG Energy, Nesa Alle 1
in Gentofte at 10:30-11:30CET. At the press conference, Chairman Thomas Thune
Andersen and CEO Henrik Poulsen will present the offering, followed by a Q&A
session and individual interviews. The press conference will be held in English
and videocasted on:
www.dongenergy.com/ipo-prospectus-uk.
Participants who follow the videocast and who would like to ask a question in
the Q&A session, are kindly asked to call in at:
Denmark: +45 35 44 55 83
International: +44 203 194 0544
Media that would like to attend the press conference in Gentofte, please
register before 10:00 CET via email to [email protected] and include name,
company and mobile number. Doors will close at 10:15 CET.
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 potential 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 intended IPO. They will not
regard any other person as their respective clients in relation to the intended
IPO 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 intended IPO, 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 IPO 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 IPO 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 contemplated IPO, 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 contemplated IPO 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.
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 em¬ployees 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.