NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN OR CANADA
Today, TDC A/S announces the intention of its majority shareholder to undertake
a marketed offering of secondary shares (the “Shares”) to Danish investors and
international institutional investors (the “Offering”). The Shares will be
offered by NTC S.A. and NTC Holding G.P. & Cie S.C.A. (together, the “Selling
Shareholders” or “NTC”), companies indirectly controlled by investment funds
directly or indirectly advised or managed by Apax Partners LLP, The Blackstone
Group, Kohlberg Kravis Roberts & Co LP, Permira Advisers KB and Providence
Equity LLP.
Certain Details of the Offering
With the contemplated Offering, NTC will realise a part of its investment in
TDC and TDC will have an opportunity to broaden its shareholder base. The
Selling Shareholders will remain a significant investor in TDC after the
Offering, and have committed to a lock-up on their remaining holdings for 180
days following the transaction. J.P. Morgan Securities Ltd., Morgan Stanley &
Co. International plc and Skandinaviska Enskilda Banken, Denmark (branch of
Skandinaviska Enskilda Banken AB (publ), Sweden) are acting as Joint Global
Coordinators and Joint Bookrunners for the proposed Offering, while Deutsche
Bank AG and UBS Investment Bank are acting as Joint Bookrunners. Credit Suisse
Securities (Europe) Ltd, Goldman Sachs International, Nomura International plc,
HSBC Investment Bank plc and Danske Markets (Division of Danske Bank A/S) are
acting as Joint Lead Managers. Danske Markets and Skandinaviska Enskilda
Banken, Denmark (branch of Skandinaviska Enskilda Banken AB (publ), Sweden) are
also acting as Nordic Retail Bookrunners, whilst BNP Paribas and Carnegie Bank
A/S are acting as Co-Lead Managers. No assurance can be given that NTC will
commence any Offering, or if commenced, that it will be completed.
This announcement is not an offering memorandum, and nothing herein contains an
offering of securities. No one should purchase or subscribe for any securities
in TDC A/S except on the basis of information in an offering memorandum
published in connection with the Offering, should it be decided to launch such
Offering.
TDC A/S
Teglholmsgade 1-3
0900 Copenhagen C
DK-Denmark
tdc.com
