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Sydbank — Share Issue/Capital Change 2009
Sep 15, 2009
3387_iss_2009-09-15_5e456cb7-1695-4250-85c7-c82256c0bc22.pdf
Share Issue/Capital Change
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Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or in any jurisdiction in which such transmission or distribution is unlawful. Any failure to comply with this restriction may constitute a violation of US, Canadian, Australian or Japanese securities laws or the securities laws of other states as the case may be. This announcement is not an offer of securities for sale into the United States, Canada, Australia or Japan. The securities described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. These securities will only be offered in an offshore transaction pursuant to Regulation S.
Nasdaq OMX Copenhagen London Stock Exchange Bourse de Luxembourg Other stakeholders
Stock Exchange Announcement No Stock Exchange Announcement No tock No 09/09
Group Executive Management
Peberlyk 4 · PO Box 1038 DK-6200 Aabenraa
Tel +45 74 36 36 36 Fax +45 74 36 35 36
www.sydbank.dk SWIFT SYBKDK22
Sydbank A/S CVR No DK 12626509, Aabenraa
15 September 2009
Completion of the Offering of 6,749,999 new shares of the Offering new
The offering (the "Offering") of 6,749,999 new Sydbank A/S ("Sydbank") shares has been successfully concluded via an accelerated bookbuilding.
Reference is also made to stock exchange announcement no. 08/09 of 15 September 2009.
The offer price is DKK 130 per share, raising gross proceeds to Sydbank of DKK 877.5m.
The Offering was made to institutional investors in Denmark and internationally but outside the U.S. pursuant to Regulation S under the U.S. Securities Act of 1933 as amended. An individual allocation of shares has been made.
Capital increase increase
The new shares to be issued in connection with the Offering represent approximately 9.99% of Sydbank's registered share capital before the capital increase and will account for approximately 9.09% of Sydbank's registered share capital upon completion of the capital increase.
After the capital increase, the share capital of Sydbank will consist of 74,249,999 shares of nominal DKK 10 each, equivalent to a nominal value of DKK 742,499,990.
Expected timetable imetable
Date of payment against delivery: 21 September 2009
Date of registration of the capital increase with the Danish Commerce and Companies Agency: 21 September 2009
Date for admission for trading and official listing of new shares under the existing ISIN code: 23 September 2009
The new shares will rank pari passu with existing Sydbank shares. The new shares shall be registered in the name of the holder in the company's register of shareholders and be issued and registered with VP Securities A/S.
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 Commerce and Companies Agency.
According to article 10.1 of the Articles of Association, each share of nominal value DKK 10 each confers one vote, however, no shareholder can on its own behalf exercise voting rights for more than 5,000 votes. No person can as a proxy holder for other exercise voting rights for more than 5,000 votes.
Yours faithfully
Sydbank A/S
CEO CFO
Carsten Andersen Mogens Sandbæk
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering document or prospectus has been or will be submitted to be approved by any regulatory authority in relation to the Offering.
This announcement is not an offer of securities for sale into the United States, Canada, Australia or Japan. The securities described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. These securities will only be offered in an offshore transaction pursuant to Regulation S.
This announcement contains "forward-looking statements". No reliance should be placed on forwardlooking statements because they relate to and depend on circumstances that may or may not occur in the future and actual results may differ materially to those in forward-looking statements. Forwardlooking statements include, without limitation, statements regarding our business, financial condition, strategy, results of operations, financing and other plans, objectives, assumptions, expectations, prospects, beliefs and other future events and prospects. We undertake no obligation, and do not intend, to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events or circumstances or otherwise.
This document is an announcement and is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive").
In any EEA Member State that has implemented the Prospective Directive this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive.