NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN TDC has decided to prepare a document which includes detailed information about TDC: o Industry and Competitive Environment o Business o Selected Historical Consolidated Financial and Operating Information o Management's Discussion and Analysis of Financial Condition and Results of Operations The document is appended to this announcement and is meant to give shareholders and other investors detailed information about TDC. Buy-back of Shares On October 28, 2010, TDC gave notice of an extraordinary general meeting to be held on November 22, 2010. One of the items on the agenda is an authorization to the board of directors to decide that TDC, in the period until the next annual general meeting and in accordance with the Danish Companies Act, may acquire up to nominally DKK 500,000,000 own shares at a maximum price of DKK 100 and a minimum price of DKK 1 per share of nominally DKK 1 each. The board of directors has proposed that the authorization is limited to acquisitions of own shares for a total amount of up to DKK 9,000,000,000. If the general meeting on November 22, 2010, approves the authorization to the board of directors to buy-back shares, the board of directors intends in 2010 to announce a pro rata share buy-back offer for an aggregate amount of up to DKK 9,000,000,000 (the "Share Buy-back"). The tender offer price in the Share Buy-back would correspond to the offer price in the possible marketed offering (the "Offering") announced today by TDC's majority shareholder, NTC S.A. and its parent company NTC Holding G.P. & Cie S.C.A. The terms and conditions for any such Share Buy-back would be determined by the board of directors at a later stage. No assurance can be given that any Share Buy-back will be commenced, or if commenced, that it will be completed. If approved and announced, the Share Buy-back may not be made directly or indirectly in, or by use of, U.S. mail or any U.S. means or instrumentality of U.S. interstate or foreign commerce or any facility of a U.S. national securities exchange, and would not be capable of being accepted from the United States or by using U.S. jurisdictional means. Management's Investment in NTC S.A. As mentioned in the Annual Report 2009, NTC S.A. (originally Nordic Telephone Company Investment ApS) has previously invited members of the TDC Board of Directors, TDC Executive Committee and certain TDC senior executives and management employees to invest in NTC. In connection with the contemplated Offering, NTC has informed TDC that it is NTC's intention to enable the participants to replace these investments with consideration in TDC shares. Such agreement with the participants is expected to be conditional upon certain lock-up restrictions. Prepayment of DKK 8.2bn Debt TDC has today executed the prepayment of approx. DKK 8.2bn of the outstanding debt under the Senior Facilities Agreement as announced on 3 November 2010, cf. Announcement 21-2010. Dividend and Dividend Policy The board of directors does not intend to recommend a dividend for the 2010 financial year if the Share Buy-back is implemented. The board of directors currently intends to recommend a dividend of DKK 4.35 per outstanding share (following the Share Buy-back) for the financial year 2011, of which 40% to 50% would be distributed as interim dividend in the third calendar quarter of 2011 and the remainder in the first calendar quarter of 2012. The board of directors intends to adopt a dividend payout policy for subsequent years of 80% to 85 % of equity free cash flow in a given year with 40% to 50% of the full year amount to be distributed in the third calendar quarter of the year and the remainder to be distributed following approval of the annual financial statements in the first calendar quarter the year after. No assurance can be given that the above mentioned dividend will be recommended or that the dividend policy will be adopted. TDC calculates equity free cash flow by adjusting EBITDA for non-cash items, pension contributions, provisions payments, changes in net working capital, net interest paid, corporate income tax paid and cash flows relating to capital expenditures (in all cases excluding special items). EBITDA and equity free cash flow are not recognized measures in accordance with IFRS and, as defined by TDC, may not be consistent with similarly named measures used by other companies. The payment of dividends, if any, and the amounts and timing thereof, will depend on a number of factors, including future revenue, profits, capital requirements, special items, financial conditions, general economic and business conditions, and future prospects and such other factors as the board of directors may deem relevant. There can be no assurance that the Company's performance will facilitate adherence to the suggested dividend and dividend policy. The information on dividends and dividend policy constitute forward-looking statements. Forward-looking statements are not guarantees of future financial performance and TDC's actual dividends could differ materially from those expressed or implied by such forward-looking statements as a result of many factors, including such that are described under “Information Regarding Forward-Looking Statements” in the appended document. TDC A/S Teglholmsgade 1-3 0900 Copenhagen C DK-Denmark tdc.com
INFORMATION ON TDC, POSSIBLE BUY-BACK OF SHARES AND EXPECTED DIVIDEND AND DIVIDEND POLICY
| Source: TDC A/S