Company Announcement 18 October 30, 2012
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.
October 30, 2012
Company Announcement No 18/2012
Danske Bank A/S to offer new shares
In connection with the publication today of the interim report for the first nine months of 2012 and the company announcement about setting new standards in financial services, the Board of Directors of Danske Bank A/S, company no. 61126228 ("Danske Bank") has resolved to launch an offering (the "Offering") of new shares with the intent of raising gross proceeds of approximately DKK 7 billion, at market value.
The Offering will be executed through an accelerated book-building process within the existing authorisation to issue a maximum number of 93,173,903 new shares of nominal value DKK 10 each, representing up to 9.99% of Danske Bank’s registered share capital.
The Offering is made as a private placement to institutional investors in Denmark and internationally, including in the United States to qualified institutional buyers pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, without pre-emption rights to Danske Bank’s existing shareholders.
A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal, A. P. Møller - Mærsk A/S, Realdania and Cevian Capital II Master Fund have informed Danske Bank that they intend to subscribe for a portion of the Offering, which will correspond, on a pro rata basis, to the portions of Danske Bank’s share capital they currently hold.
Danske Bank and Morgan Stanley & Co International plc ("Morgan Stanley") will act as Joint Global Coordinators and Joint Bookrunners in connection with the Offering. Applications for subscription of new shares may be submitted to and purchases made through the Joint Bookrunners.
Books open immediately. Pricing and allocation of the new shares are expected to be announced as soon as practicable following the closing of the Offering. If the Offering is oversubscribed, the company will decide how the shares are allocated.
The final subscription price for the new shares will be determined by Danske Bank after the close of the accelerated book-building process. The final subscription price for the new shares is expected to be announced through NASDAQ OMX Copenhagen A/S no later than October 31, 2012.
Danske Bank will hold a press conference and conference calls on 30 October 2012 upon the presentation of its interim report for the first nine months of 2012. The press conference is scheduled for 10.00am CET, and the conference calls for 09.00-09.30am CET and 2.30pm CET. The press conference and the conference call at 2.30pm CET will be webcast live at www.danskebank.com.
Background for the Offering
As described in company announcement no. 17, 2012, we are setting new financial targets for the group, which include, inter alia, new capital targets and an intention to improve our credit rating.
Our desired capital level is based on the objective that we need a capital buffer sufficiently above the minimum regulatory requirements so that, even in the most severe stress scenarios, we will not fall below regulatory limits. On the basis of the expected outcome of the regulatory process, we are aiming at a minimum total capital ratio of 17%, with a core tier 1 capital ratio of at least 13% on a reported basis.
It is our intention to improve our credit ratings by a minimum of one notch as soon as possible. An improved rating is expected to enhance short-term market access, lower term funding costs and improve institutional business, including deposit inflow. These benefits are expected to have a positive impact on earnings for the Group.
Positioning the Group as among the market leaders on capital with the associated anticipated ratings uplift is expected to also augment our competitive market position and have significant reputational benefits.
To accelerate the achievement of the rating targets by at least one year, the Board of Directors has launched this offer with the intention to issue new equity with gross proceeds of approximately DKK 7 billion.
The funding, market positioning and other benefits are expected to mitigate earnings dilution from the new equity issued.
Resolution on share capital increase
The Offering is being made at market value, decided through the book-building process, and comprises up to a maximum of 93,173,903 new shares with a nominal value of DKK 10 each. If the maximum number of new shares is subscribed, Danske Bank’s share capital will be increased by a nominal value of DKK 931,739,030.
The Board of Directors’ resolution to increase the share capital is made pursuant to the authorization contained in article 6.I of the Articles of Association.
Amount of offering
Prior to the capital increase, Danske Bank A/S has a registered nominal share capital of DKK 9,317,390,340 divided into 931,739,034 shares of DKK 10 each.
After the capital increase, assuming the maximum number of new shares is issued, the share capital of Danske Bank will consist of up to 1,024,912,937 shares of DKK 10 each equal to a nominal value of up to DKK 10,249,129,370.
The maximum amount of new shares that may be issued represent 9.99% of Danske Bank’s registered share capital before the capital increase and will account for 9.09% of Danske Bank’s registered share capital upon completion of the capital increases.
Expected timetable for the capital increase
The Offering is made as a private placement to institutional investors in Denmark and internationally, and the new shares will be offered through an accelerated book-building process at market value without pre-emption rights to Danske Bank’s existing shareholders.
The subscription period will run up to and including October 31, 2012, but may be shortened.
The final subscription price for the new shares is expected to be announced through NASDAQ OMX Copenhagen A/S no later than October 31, 2012.
Expected date of registration of the capital increase with the Danish Business Authority is October 31, 2012.
Expected date of admission for trading and official listing of the new shares under existing ISIN securities identification code is November 1, 2012.
Expected date of payment against delivery of the new shares to investors is November 5, 2012.
It is expected that the dates of admission for trading and official listing, payment and registration of the capital increase may be brought forward if the Offering is closed before the subscription period expires.
The new shares
The new shares will rank pari passu in all respects with existing Danske Bank shares.
The new shares will be issued to bearer through VP Securities A/S but may be registered in the name of the holder in Danske Bank’s register of shareholders.
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 may be recorded in the holder’s name in Danske Bank’s register of shareholders through the shareholder’s account-holding bank.
Beginning today and ending six months after registration of the capital increase with the Danish Business Authority, Danske Bank undertakes a lock-up commitment to the Joint Bookrunners under which, subject to certain exceptions, Danske Bank will not, without the prior consent of Morgan Stanley, directly or indirectly, issue, offer, pledge, sell, contract to sell, sell or grant any option, right, warrant or contract to purchase, exercise any option to sell, purchase any option or contract to lend or otherwise transfer or dispose of any shares of Danske Bank or other shares of Danske Bank, or any securities convertible into or exercisable or exchangeable for shares of Danske Bank or other shares of Danske Bank, enter into swaps or other agreements, or transactions that transfer, in whole or in part, directly or indirectly, the economic consequence of ownership of any shares of Danske Bank or other shares of Danske Bank, whether such transaction described above is to be settled by delivery of shares of Danske Bank or other securities, in cash or otherwise or publicly announce such an intention to effect any such transaction, or file any prospectus or any similar document with any securities regulator, stock exchange or listing authority or file any registration statement under the U.S. Securities Act with respect to any of the foregoing, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any shares of Danske Bank or other shares of Danske Bank, whether any such transaction is to be settled by delivery of shares or other securities, in cash or otherwise or publicly announce such an intention to effect any such transaction.
Taxation and dividends
Dividend payments will be taxed pursuant to current legislation, including any applicable double taxation treaties.
The new shares are eligible for any dividends if and when payable.
Existing ISIN securities identification code DK0010274414.
Temporary ISIN securities identification code (new shares) DK0060454999.
Global Coordinator and Joint Bookrunners
Danske Bank and Morgan Stanley will act as Global Coordinators and Joint Bookrunners in connection with the Offering.
Eivind Kolding, Chairman of the Executive Board, tel. +45 45 14 60 01
Kenni Leth, Head of Press Relations, tel. +45 45 14 56 83/ +45 51 71 43 68
Martin Gottlob, Head of Investor Relations, tel. +45 45 14 07 92
Certain statements made in this announcement are forward looking statements. Any statements other than statements of historical fact, including without limitation those regarding Danske Bank’s financial condition, future operating performance, business strategy, management plans and objectives for future operations prospects for the group are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, express or implied, by the forward looking statements. Factors that might cause forward looking statements to differ materially from actual results include, among other things, general economic and business factors, competition, and interest rate and currency fluctuations. These statements may not be regarded as a representation that anticipated events will occur or that expected objectives will be achieved. The information presented herein speaks only as of today’s date and neither Danske Bank nor the Joint Bookrunners assume any responsibility to update any of the forward looking statements contained herein.
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 or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Danske 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.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (the “EEA”), who are “Qualified Investors” within the meaning of Article 2(1)(e) of the Prospectus Directive. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Qualified Investors. This announcement should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors. For the purposes of this announcement, the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. This announcement is an advertisement for the purposes of applicable measures implementing the Prospectus Directive.
The Joint Bookrunners are acting exclusively for Danske 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.
None of the Joint Bookrunners 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 Danske 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. Morgan Stanley may participate in the offering on a proprietary basis.