Company Announcement No 10 April 6, 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
April 6, 2011
Company Announcement No 10/2011
Danske Bank completes fully subscribed rights offering
Today, 6 April 2011, Danske Bank has completed its rights offering with pre-emptive rights for existing shareholders. The offering, totalling 232,934,758 new shares with a nominal value of DKK 10 each, was fully subscribed for.
As is typical for offerings of this kind, a small number of subscription rights were not exercised, and, accordingly, 0.2% of the shares were subscribed for by the underwriters. On behalf of the underwriters, Bank of America Merrill Lynch has informed Danske Bank that the underwriters did not take any stabilising action in connection with the offering.
Proceeds of DKK 20 billion
The subscription price of DKK 86 per new share results in gross proceeds of about DKK 20.0 billion and net proceeds of about DKK 19.8 billion after deduction of expenses in connection with the offering.
“We very much appreciate the considerable interest shown both in Denmark and internationally by existing as well as new investors,” says chief executive Peter Straarup. “The share issue strengthens our capital base, and Danske Bank now ranks among the most well capitalised banks in the EU. This is a good foundation for us in our ongoing effort to support our customers and it makes us well prepared for future regulation.”
Share capital and identification code
The share capital increase has today been registered with the Danish Commerce and Companies Agency and the new shares consequently carry the same rights as the existing Danske Bank shares including the same rights to dividends.
Each share of a nominal value of DKK 10 carries one vote at general meetings of Danske Bank. After registration of the 232,934,758 new shares with a nominal value of DKK 10 each, Danske Bank’s nominal share capital amounts to DKK 9,317,390,340, equalling 931,739,034 shares with a nominal value of DKK 10 each.
The temporary securities identification code of the new shares (DK0060295319) is expected to be merged with the securities identification code (DK0010274414) of the existing shares on NASDAQ OMX Copenhagen on 7 April 2011.
Peter Straarup, Chairman of the Executive Board, tel. +45 45 14 60 01
Henrik Ramlau-Hansen, Chief Financial Officer, tel. +45 45 14 06 66
Martin Gottlob, Head of Investor Relations, tel. +45 45 14 07 92
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This company announcement contains certain forward-looking statements. Such forward-looking statements are based on data, assumptions and estimates that the Bank considers to be reasonable. They are subject to numerous risks and uncertainties, including matters not yet known to the Bank or not currently considered material by the Bank, and there can be no assurance that anticipated events will occur or that the objectives set out will actually be achieved.
Each of the Banks, Merrill Lynch International, Deutsche Bank AG, London Branch, Barclays Bank plc, BNP PARIBAS, Morgan Stanley & Co. International plc, Nomura International plc (together, the “Underwriters”) and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
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, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The 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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Bank.
The Bank has not authorised any offer to the public of securities in any Member State of the European Economic Area other than Denmark, Finland, Germany, Norway, Sweden and the United Kingdom. With respect to each Member State of the European Economic Area other than Denmark, Finland, Germany, Norway, Sweden and the United Kingdom and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This company announcement is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with amendments thereto and any applicable implementing) measures in the relevant home Member State under such Directive, the ("Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive has been published and made available upon launch of the offering. Any offer of securities to the public that may be deemed to be made pursuant to this company announcement in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
The Underwriters are acting exclusively for the 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.
In connection with the offering, the Underwriters and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase any of the Bank’s securities in the offering and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Bank or related investments in connection with the offering or otherwise. Accordingly, references in the Prospectus, once published, to the Bank’s securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Underwriters and any of their affiliates acting as investors for their own accounts. The Underwriters 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.
None of the Underwriters 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 the 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.