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.
Company Announcement No 19/2012
Offering of shares in Danske Bank A/S
We refer to our Company Announcement No. 18/2012 of 30 October 2012.
The offering (the “Offering”) of 76,880,966 new shares of DKK 10 each in Danske Bank A/S (“Danske Bank”) has been successfully executed.
The final subscription price is DKK 93 per new share, raising gross proceeds of DKK 7,149,929,838 for Danske Bank.
As the Offering is oversubscribed, an individual allocation of new shares has been made.
Morgan Stanley, acting as settlement agent in connection with the Offering, has undertaken to pre-fund Danske Bank’s capital increase on behalf of investors subscribing to the new shares in the Offering in order to enable investors to receive shares issued in the same ISIN code as the existing listed shares on the settlement date.
Danske Bank has, with certain exceptions, agreed to a six month lock-up with regard to shares in Danske Bank.
The proceeds from the capital increase will be used to accelerate rating improvements and achievement of Danske Bank's capital targets, strengthen the funding position and better align Danske Bank with its Nordic peers. See Company Announcement No. 18/2012 of 30 October 2012.
Amount of offering
Following the capital increase, the share capital of Danske Bank will consist of 1,008,620,000 shares of nominal value DKK 10 each equal to a nominal value of DKK 10,086,200,000.
The new shares represent approximately 8.3% of Danske Bank’s registered share capital before the capital increase and will account for approximately 7.6% of Danske Bank’s registered share capital upon completion of the capital increase.
Timetable for the capital increase
| Date of payment by Morgan Stanley for the capital increase (for settlement purposes) | 31 October 2012 |
| Date of registration of the capital increase with the Danish Business Authority | 31 October 2012 |
| Date of admission of the new shares to trading and official listing | 1 November 2012 |
| Settlement date, on which new shares will be delivered to investors against payment | 5 November 2012 |
The new shares will be admitted to trading and official listing on NASDAQ OMX Copenhagen A/S in the existing ISIN DK0010274414.
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 Services (Værdipapircentralen) 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.
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.
ISIN code
Existing ISIN securities identification code DK0010274414
Joint Global Coordinators and Joint Bookrunners
Danske Bank and Morgan Stanley acted as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
Danske Bank
Contacts:
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
Disclaimers:
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 as amended 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 4 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 take a proprietary position in the Offering.