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 ("TDC" or the "Company") announces the decision to offer to buy
back shares from its shareholders for an aggregate amount of DKK 9 billion (the
"Share Buy-back"). The Share Buy-back is inter alia subject to the sale of
shares in the Offering (cf. below) for an amount of not less than DKK 9
billion.
TDC is on an ongoing basis evaluating its balance sheet with a view towards
optimising its capital structure and thereby shareholder value. On 28 October,
2010, TDC announced the completion of the sale of Sunrise Communications AG
("Sunrise") for a total consideration of CHF 3.3 billion on a cash and debt
free basis (see TDC's company announcement no. 18/2010 of 28 October, 2010).
TDC has used DKK 8.2 billion of the proceeds from the sale of Sunrise to repay
certain outstanding debts, see TDC's company announcement no. 24/2010 of 12
November 2010.
It is TDC's view that following the sale of Sunrise and the repayment of
certain debts and having due regard to the Company's existing credit facilities
and profits from operations, the Company is overcapitalized and thus that
shareholder value may be increased by returning excess equity to the
shareholders.
Shares acquired in the Share Buy-back may be used:
a) in connection with incentive and other remuneration programs for TDC's
executive management and employees (for a maximum amount of DKK 190 million);
b) in connection with a contemplated one-time grant to TDC's employees of
shares representing a value for each employee of approximately DKK 12,000;
c) as consideration in acquisitions of other businesses (for a maximum amount
of DKK 300 million); and
d) subject inter alia to the necessary approval of the general meeting, to
complete a reduction in the share capital of TDC to be announced at a later
date.
The Share Buy-back will be priced at the same price as the offer price in the
offering by NTC S.A. and NTC Holding G.P. & Cie S.C.A. announced on the date
hereof (the "Offering" and the "Offer Price"), see TDC's company announcement
no. 26/2010 of 25 November, 2010 (the purchase price for the shares in the
Share Buy-back, the "Tender Price").
The Share Buy-back is subject to the following conditions being fulfilled or
waived by the Company in its sole discretion:
1) Pricing of the Offering being announced through NASDAQ OMX Copenhagen no
later than on 9 December 2010 and completion of such Offering being
unconditional in all material respects;
2) The Offering being announced through NASDAQ OMX Copenhagen to comprise a
sale by NTC S.A. and NTC Holding G.P. & Cie S.C.A. of shares in TDC A/S with an
aggregate gross selling price of not less than DKK 9 billion;
3) The Tender Price being not less than DKK 1 per share and not more than DKK
100 per share;
4) The legal requirements for the completion of the Share Buy-back as set out
in the Danish Companies Act being fulfilled and there being no legal
obstructions, including pending or threatening lawsuits, to the completion of
the Share Buy-back;
5) The Company receiving a fairness opinion from a reputable financial advisor
stating that based on the procedures applied in the Offering, and subject to
the assumptions, qualifications and other matters considered by the financial
advisor, the Offer Price, and thus the Tender Price, in the opinion of the
financial advisor at the time of the pricing is fair from a financial point of
view to TDC. The Company has appointed FIH Partners A/S as its financial
advisor to issue the fairness opinion; and
6) The Company's board of directors with due consideration to its duties
towards the company and its shareholders under Danish law making the decision
to exercise the authorisation granted by the company's general meeting on 22
November 2010 to buy back shares.
The Share Buy-back Offer expires no later than on 8 December 2010 unless
extended. The Share Buy-back may be closed prior to 8 December 2010. The Share
Buy-back is expected to be settled 13-15 December 2010.
The Share Buy-back discussed in this announcement is not being made and will
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. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone and the Internet. The
Share Buy-back cannot be accepted from the United States or by using U.S.
jurisdictional means. Copies of this document are not being, and must not be,
mailed or otherwise transmitted or distributed in or into the United States of
America.
The terms and conditions of the Share Buy-back are set out in the attached
document.
Availability of the Share Buy-back Document
The Share Buy-back Document is available in Danish and in English.
The Share Buy-back Document will be made available to the shareholders at no
cost at the registered office of TDC A/S, Denmark. Subject to certain
conditions, the Share Buy-back Document is also available on the home page of
TDC A/S under www.TDC.com/www.TDC.dk.
Shareholders meeting the requirements of the applicable restrictions may also
request for copies of the Share Buy-back Document at:
Danske Bank A/S
Corporate Actions
Holmens Kanal 2-12
DK-1092 Copenhagen K
Denmark
Phone: (+45) 70 23 08 34
E-mail: prospekter@danskebank.dk
This announcement is not an offer to purchase shares nor is it a recommendation
as to whether holders of shares in TDC A/S should tender shares in the Share
Buy-back. No one should sell shares or sell any securities in TDC A/S except on
the basis of information in Share Buy-back Document published in connection
with the Share Buy-back.
TDC A/S
Teglholmsgade 1-3
0900 Copenhagen C
DK-Denmark
tdc.com
