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Company Announcement No 7/2011
Danske Bank sets terms for rights offering and publishes prospectus
The Board of Directors of Danske Bank A/S (“Danske Bank”) has today fixed the final terms of its fully underwritten rights offering with pre-emptive rights for existing shareholders, and published a prospectus for the rights offering.
The prospectus includes the following offering terms:
- Shareholders in Danske Bank will receive 1 subscription right for each existing ordinary share
- 3 subscription rights will be required to subscribe for 1 new ordinary share
- Subscription price of DKK 86 per new share, resulting in gross proceeds of approximately DKK 20.0 billion
- Implied discount of 29.2% and 23.6% to the closing price on 11 March 2011 and to TERP (the theoretical ex-rights price), respectively
- Allocation date: 21 March 2011 at 12.30pm (CET)
- Subscription period: 22 March to 4 April 2011
Reasons for the offering and use of proceeds
The purpose of the offering is to increase Danske Bank’s shareholders’ equity to a level which the Bank’s management considers prudent in view of forthcoming international regulation with regard to new capital requirements. The new regulation allocates a higher value to shareholders’ equity than to hybrid capital, an approach that is also favoured by the international rating agencies.
Danske Bank has begun discussions with the Danish government to be allowed to prepay in full, as early as May 2012, the DKK 24 billion loan in the form of hybrid capital received by it in May 2009. If the Danish government consents to early repayment and subject to satisfying certain other conditions, the Bank intends to use the proceeds of the rights offering to fund part of a full repayment of the hybrid capital received by it. Pending such repayment, the proceeds would be used for general banking purposes.
The gross proceeds of the rights offering are expected to be about DKK 20.0 billion and the net proceeds about DKK 19.8 billion. The rights issue will increase the Danske Bank Group’s core tier 1 capital ratio from the current 10.1% to about 12.4% (calculated on the basis of end-2010 figures).
Fully underwritten offering
The rights offering is fully underwritten by an underwriting syndicate consisting of BofA Merrill Lynch, Deutsche Bank, Barclays Capital, BNP PARIBAS, Morgan Stanley and Nomura. Any shares not subscribed for by holders of subscription rights will be subscribed for by the underwriting syndicate. The subscription of all the new shares is thus ensured, subject to customary terms and conditions.
Danske Bank’s two largest shareholders, A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal and A. P. Møller - Mærsk A/S, which together represent 22.76% of Danske Bank’s share capital immediately prior to the offering, and Realdania, which represents 10.07% of Danske Bank’s share capital immediately prior to the offering, have informed the Bank that they each intend to exercise their respective rights to subscribe for their proportionate share of the offering, which together account for 32.83% of the offering.
Danske Bank will receive subscription rights on the basis of its holding of treasury shares in connection with the rights offering. According to the Danish Companies Act, the Bank may not exercise these rights, and it therefore expects to sell the subscription rights allocated to it.
The new shares, with a nominal value of DKK 10 each, will be offered at DKK 86 per share. This corresponds to an implied discount of approximately 29.2% to the closing price on 11 March 2011 and an implied discount of approximately 23.6% to TERP (the theoretical ex-rights price), based on the closing price on 11 March 2011.
Shareholders registered by VP Securities A/S as shareholders of Danske Bank on 21 March 2011 at 12.30pm (CET) will receive subscription rights.
Commencing on 17 March 2011 existing shares will be traded ex-rights. Existing shareholders will receive 1 subscription right for each existing share and 3 subscription rights will be required to subscribe for 1 new share.
Subscription rights may be traded on NASDAQ OMX Copenhagen from 17 March 2011 to 30 March 2011. Subscription rights not exercised by the end of the subscription period will lapse, and holders of such rights will not be entitled to compensation.
The shares are offered with pre-emption rights for Danske Bank’s existing shareholders at a ratio of 1:3.
The subscription period for the new shares begins on 22 March 2011 and ends on 4 April 2011 at 5.00pm (CET).
New shares will be issued with a temporary securities identification code and are expected to be approved for official listing and trading on NASDAQ OMX Copenhagen from 17 March 2011. The new shares will be registered with the Danish Commerce and Companies Agency when the offering is completed, which is expected to be no later than 12 April 2011. As soon as possible after the completion and registration, the temporary securities identification code will be merged with the existing securities identification code. This is expected to be no later than 13 April 2011.
When the offering is completed, all Danske Bank shares will carry the same rights. The shares have a nominal value of DKK 10. All shares carry one vote. According to the Articles of Association no shares carry special rights and no shareholder is under any obligation to have his or her shares redeemed, either in full or in part.
In connection with the offering, Danske Bank is acting as Global Coordinator and Bookrunner. BofA Merrill Lynch and Deutsche Bank are acting as Joint Bookrunners, while Barclays Capital, BNP PARIBAS, Morgan Stanley and Nomura are acting as Co-Lead Managers.
Expected timetable of key events
|Publication of the prospectus||14 March 2011|
|Last cum-rights trading day of Danske Bank shares||16 March 2011|
|First ex-rights trading day of Danske Bank shares||17 March 2011|
|Subscription rights trading period||17 March – 30 March 2011|
|First trading day of new shares (temporary securities identification code)||17 March 2011|
|Subscription period||22 March – 4 April 2011|
|Announcement of the results of the rights offering||6 April 2011|
|Expected completion of the offering and registration of the new shares by the Danish Commerce and Companies Agency||12 April 2011*|
|Expected merger of securities identification codes on NASDAQ OMX Copenhagen||13 April 2011*|
*Note: The offering may be completed before 12 April 2011, however, not earlier than on Wednesday, 6 April 2011. In such case, the date of registration of the new shares and the date of merger of the temporary securities identification code of the new shares with the existing code will be moved ahead accordingly.
Requests for copies of the prospectus with detailed information on Danske Bank and the full terms of the rights offering may be directed to Danske Bank’s head office:
Danske Bank A/S
Holmens Kanal 2-12
1092 Copenhagen K
Tel.: +45 70 13 42 00
The Danish prospectus will be available for inspection at Danske Bank’s head office in Copenhagen. Subject to certain restrictions, the Danish prospectus may be downloaded from Danske Bank’s website: www.danskebank.com/ir.
See prospectus (1 MB)
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
This is a translation of a press release in the Danish language. In case of discrepancies, the Danish version prevails.
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, including statements about the Bank's business. 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 is available as set forth elsewhere in this company announcement. 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.