In accordance with Section 29 of the Danish Securities Trading Act, cf. the Danish Executive Order no. 224 of 20 March 2010 on major shareholders, it is hereby announced that NTC S.A., 41, Boulevard du Prince Henri, L-1724 Luxembourg("NTC") has informed TDC that it on 13 December 2010 disposed of 413,440,292shares of a nominal value of DKK 1 (aggregate nominal value DKK 413,440,292) in TDC, corresponding to 41.7%of the total share capital and 41.7%of the total voting rights.
In accordance with Section 29 of the Danish Securities Trading Act, cf. the Danish Executive Order no. 224 of 20 March 2010 on major shareholders, it is hereby also announced that NTC Parent S.à r.l., 41, Boulevard du Prince Henri, L-1724 Luxembourg ("NTC Parent") has informed TDC that it as of 13 December 2010 indirectly holds 459,724,758 shares of a nominal value of DKK 1 (aggregate nominal value DKK 459,724,758) in TDC through NTC and NTC Holding G.P. & Cie S.C.A. ("NTCH"), corresponding to 46.3% of the total share capital and 46.3% of the total voting rights.
Assuming completion of the buy-out of the participants in NTC's management investment program, see NTC's offering memorandum dated 25 November 2010, NTC Parent's indirect ownership corresponds to 55.4% of the outstanding share capital in TDC (calculated as the issued share capital minus the treasury shares which will be held by TDC following completion of its share buy-back for an aggregate amount of DKK 9 billion as announced on 25 November 2010) and a corresponding percentage of voting rights exercisable at any general meeting of TDC as TDC cannot vote on its treasury shares.
The number of shares of a nominal value of DKK 1 disposed of by NTC (and the corresponding percentages of the total share capital, the total voting rights and the outstanding share capital in TDC held by NTC Parent) include 31,500,000 shares transferred to the stabilizing manager for NTC and NTCH's offering of shares in TDC. See announcement 29/2010 dated 9 December 2010. Such 31,500,000 shares are subject to an over-allotment option granted for the benefit of the underwriters in connection with such share offering. To the extent such option is not exercised, such shares will be transferred to NTC Parent or another entity affiliated with it.
NTC Parent is controlled by investment funds, each of which is advised or managed, directly or indirectly, by Apax Partners LLP, The Blackstone Group, Kohlberg Kravis Roberts & Co. L.P., Permira Advisers KB and Providence Equity Partners Limited.
TDC A/S' holding of treasury shares
In accordance with Section 28 of the Danish Securities Trading Act it is hereby announced that TDC will acquire 176,470,588 shares of a nominal value of DKK 1 (aggregate nominal value DKK 176,470,588) in TDC from its shareholders in connection with the share buy back for an aggregate amount of DKK 9 billion announced on 25 November 2010. Following completion of the share buy back TDC will hold 177,889,693 treasury shares of a nominal value of DKK 1 (aggregate nominal value DKK 177,889,693), corresponding to 17.9%of the total share capital.
TDC A/S
Teglholmsgade 1-3
0900 Copenhagen C
DK-Denmark
tdc.com
