NKT Holding A/S to issue and sell up to 3,385,237 shares in a private placement
Source: Nasdaq GlobeNewswire / 04 Oct 2016 16:03:50 Europe/London
Nikolaj Plads 6
DK-1007 Copenhagen K
4 October 2016
Announcement No. 48
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
NKT Holding A/S to issue and sell up to 3,385,237 shares in a private placement
The Board of Directors of NKT Holding A/S (“NKT” or the "Company") has resolved to launch an offering of new shares and existing shares held by NKT (treasury shares) at market price (the “Offering”). The Offering will be executed through an accelerated book-building process and will consist of a maximum number of 2,437,348 new shares, representing 9.99% of NKT’s currently registered share capital, and up to 947,889 existing treasury shares held by NKT, in total up to 3,385,237 shares (the “Shares”).
On 21 September 2016, it was announced that NKT Cables had entered into a purchase agreement to acquire ABB HV Cables, a wholly owned business of the ABB Group, at an enterprise value of EUR 712m (DKK 5.3bn). Including ABB HV Cables’ committed investment in a new, cutting-edge cable-laying vessel to be delivered and paid in Q1 2017 of EUR 124m (DKK 0.9bn), total enterprise value amounts to EUR 836m (DKK 6.2bn). Closing of the transaction is expected in Q1 2017 and is conditional upon regulatory approvals and fulfilment of certain other conditions related to the transfer of ABB HV Cables. NKT has entered into arrangements with Nordea and Danske Bank to finance the acquisition. At the same time, NKT announced an intention to split the company into two separately listed companies following closing of the aforementioned transaction. Furthermore, it was announced that subject to market conditions and prior to the intended split, the Board of Directors of NKT expected to utilise the authorisation to raise new equity of an amount of up to 9.99% of the company’s share capital, combined with a sale of the treasury shares with the aim of maintaining a prudent capital structure, cf. Company Announcement no. 45 of 21 September 2016.
The net proceeds of the Offering will be used to partially finance the expected acquisition of ABB HV Cables.
The Offering will be made to institutional investors in Denmark and, subject to certain restrictions, internationally at market price and without pre-emption rights to NKT’s existing shareholders. The Offering is not underwritten.
The books for the Offering will open with immediate effect and can close at any time. The offer price will be determined after the close of the accelerated bookbuilding process. The result of the Offering, the offer price and allocation are expected to be announced as soon as practicable thereafter.
Subject to certain customary exceptions, NKT, NKT's Board of Directors and the Group Executive Director have agreed to a 180-day lock-up period in relation to shares in NKT.
Resolution on share capital increase
The decision to launch an offering of up to 2,437,348 new shares of a nominal value of DKK 20 each in a private placement is made pursuant to Article 3.A.2 in NKT’s Articles of Association pursuant to which the Board of Directors is authorised to make share capital increases.
If fully subscribed, the nominal value of the share capital increase will represent 9.99% of NKT’s current nominal share capital of DKK 487,957,580, and will account for 9.09% of NKT’s registered share capital upon completion of the share capital increase. Following completion of the share capital increase and assuming the capital increase is fully subscribed, the nominal share capital of NKT will amount to DKK 536,704,540 divided into 26,835,227 shares of DKK 20 each.
Admission for trading and official listing
Nasdaq Copenhagen has confirmed that the new shares will be listed under the existing ISIN code for the existing shares, DK0010287663 after registration of the share capital increase with the Danish Business Authority. The temporary ISIN code DK0060761229 will be merged with the existing primary ISIN code for the existing shares, DK0010287663, as soon as possible following registration of the share capital increase with the Danish Business Authority. The temporary ISIN code will not be listed on Nasdaq Copenhagen, but only registered in VP Securities for subscription of the new shares.
Expected timetable for the Offering
The Offering is made to institutional investors in Denmark and, subject to certain restrictions, internationally, and the Shares will be offered in an accelerated bookbuilding process at market value without pre-emption rights to NKT’s existing shareholders.
- The offer period runs up to and including 5 October 2016, but may be shortened.
- The offer price is expected to be announced through Nasdaq Copenhagen no later than on 5 October 2016.
- Expected date of payment against delivery is 7 October 2016.
- Expected date of registration of the capital increase with the Danish Business Authority is 7 October 2016.
- Expected date for admission for listing of new shares under the existing ISIN code is 10 October 2016.
If the Offering is oversubscribed, an individual allocation of shares will be made.
It is expected that the dates of admission for listing, payment and registration of the capital increase may be brought forward if the Offering is closed before the offer period expires.
Danske Bank A/S, Nordea Markets (division of Nordea Bank Danmark A/S) and J.P. Morgan Securities plc. (the "Managers") are Joint Global Coordinators and Joint Bookrunners for the Offering, through which subscription orders may be placed and purchases may be made in the Offering.
The new shares
The new shares will rank pari passu in all respects with existing shares in NKT.
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 must be registered in the name of the holder in the Company’s register of shareholders.
The existing shares
Of the up to 947,889 treasury shares that will be offered for sale in the Offering, 870,464 shares have been acquired by NKT pursuant to the share buyback programme announced by Company Announcement No 4 of 26 February 2016. The share buyback programme was cancelled with immediate effect on 21 September 2016. The remaining treasury shares offered for sale have been acquired under previous share buybacks.
Taxation and dividends
Dividend payments will be taxed pursuant to current legislation, including any applicable double taxation treaties.
The new shares and the treasury shares sold in the offering are eligible for any dividends if and when payable.
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This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement on the basis of this announcement. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The transactions described in this announcement and the distribution of this announcement and other information in connection with the transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada or Japan, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under U.S. Securities Act of 1933 as amended (the "Securities Act") or another applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. The securities referred to herein have not and will not be registered in the United States, Australia, Canada or Japan and there is no intention to make a public offering of the securities in the United States.
This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of such securities. The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of EEA which have implemented the Prospectus Directive (Directive No. 2003/71/EC and amendments thereto, including Directive No. 2010/73/EU, to the extent implemented in the relevant Member State) who are qualified investors (“Qualified Investors”) within the meaning of Article 2(1)(e) of the Prospectus Directive. In addition, in the United Kingdom, this information is only being distributed to, and is only directed at, (x) Qualified Investors who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (y) high net worth entities falling within Article 49(2)(a)-(d) of the Order, or (z) persons to whom it may otherwise lawfully be communicated.
None of the Company, the Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company 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 this announcement or its contents or otherwise arising in connection therewith.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.