NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement does not constitute an offering circular and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in DONG Energy A/S ("DONG Energy" or the "Company") except on the basis of information in the offering circular published by DONG Energy in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”).
Today, DONG Energy announces the result of its initial public offering (the "Offering" or the "IPO"), including the final offer price of DKK 235 per offer share. Admission to trading in and official listing on Nasdaq Copenhagen of the shares of DONG Energy is expected to take place on 9 June 2016.
Claus Hjort Frederiksen, Danish Minister of Finance, commented:
“As a representative of the majority shareholder I’m pleased to see that there has been a lot of interest in becoming part of the ownership of DONG Energy – both among retail and professional investors. It gives DONG Energy a solid foundation to retain and develop its position as one of the leading green energy companies in the world. Recognition goes to the management and employees, for all of their hard work in connection with the IPO.”
Thomas Thune Andersen, Chairman of DONG Energy, commented:
“It’s a privilege to welcome all new shareholders, both the professional investors and the many Danish private investors. I see it as a vote of confidence in the management and the many talented and dedicated employees, who persistently strive to make DONG Energy a world-leading renewable energy company. I’m looking forward to continuing the development of the company with our new and existing shareholders.”
Henrik Poulsen, CEO of DONG Energy, commented:
"I’m pleased with the positive feedback received from investors all around the world and the trust they have shown us by becoming shareholders in DONG Energy. We’ll work hard to deliver on their expectations as we continue to lead the transition to a more sustainable energy system. All DONG Energy employees should take pride in having built one of the fastest growing, greenest, and most innovative energy groups in Europe."
Summary of Offering
• Final offer price is set at DKK 235 per offer share leading to a market capitalisation of DONG Energy of DKK 98.2 bn
• Total number of shares (excluding any shares comprised by the overallotment option) sold in the Offering is 72,834,393 shares, equalling 17.4% of the Company's share capital and representing the maximum number of shares offered for sale in the Offering (excluding any shares comprised by the overallotment option)
• The selling shareholders, other than the Kingdom of Denmark and SEAS-NVE Holding A/S, have granted the Managers an overallotment option of an additional 10,925,159 shares, equal to 15% of the final number of shares sold in the Offering (excluding any shares comprised by the overallotment option). The overallotment option is exercisable in whole or in part until 8 July 2016
• The gross proceeds from the Offering will amount to DKK 17.1 bn assuming no exercise of the overallotment option, and DKK 19.7 bn assuming full exercise of the overallotment option
• More than 36,000 new investors have been allocated shares in DONG Energy in connection with the Offering
• Retail investors in Denmark have been allocated approximately 10% of the offer shares, and 90% have been allocated to Danish and international institutional investors
• For individual orders of more than DKK 3 million, individual allocations have been determined by the selling shareholders in consultation with the Company's board of directors and the Joint Global Coordinators
• For retail orders of up to and including DKK 3 million, allocations have been determined mathematically - and all amounts of shares have been rounded down to the nearest whole number of shares - as follows:
o Orders for up to and including 212 shares, corresponding to DKK 49,820, have been allocated in full;
o Orders for up to and including 2,127 shares, corresponding to DKK 499,845, have been allocated 212 shares and 15% of the remaining order; and
o Orders for more than 2,127 shares have been allocated 499 shares and 5% of the remaining order
• DONG Energy will at settlement of the Offering acquire 225,532 offer shares from the selling shareholders representing a total value of DKK 53 million, for the purpose of ensuring that DONG Energy holds the number of shares that it may be required to deliver to participants in a new incentive program upon vesting of the first grant of performance share units (PSUs) after the first performance period. The new incentive program will be introduced following completion of the Offering
• Immediately following the settlement of the Offering, including prior to the exercise of the overallotment option and the Company's issuance of up to 2,686,884 bonus shares to settle its employee share program and leader share program, as described in the Offering Circular published on 26 May 2016, the shareholdings of certain shareholders will be as follows (including shares comprised by the overallotment option):
o The Kingdom of Denmark: 50.4%
o New Energy Investment S.à.r.l.: 14.7%
o SEAS-NVE Holding A/S: 9.6%
o ATP: 4.0%
o New investors: 17.4%
o Others: 3.9%
The offer shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen under the symbol “DENERG”. The admission to trading and official listing of the shares is subject to, among other things, Nasdaq Copenhagen’s approval of the distribution of the offer shares on the first day of trading (expected to be 9 June, 2016), the Offering not being withdrawn prior to settlement (expected to be 13 June, 2016) and to the Company making an announcement to such effect.
The shares are expected to be delivered on or around 13 June 2016 against payment in immediately available funds in Danish kroner (DKK). The shares will be delivered in book-entry form on the settlement date to investors’ accounts with VP Securities A/S and through the facilities of Euroclear and Clearstream. All settlement in connection with the Offering will take place in the permanent ISIN DK0060094928.
A timetable of expected principal events following the Offering can be seen below.
First day of trading in and official listing of the shares on
Nasdaq Copenhagen under the permanent ISIN (subject to the
Offering not being withdrawn) . . . . . . . . . . . . . . . . . . . . . . . . 9 June 2016
Completion of the Offering, including settlement of the offer
shares (excluding the option shares, unless the overallotment
option has been exercised by that date) and publication of an
announcement confirming that the Offering will not be
withdrawn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 June 2016
Expected issuance of up to 2,686,884 bonus shares
to satisfy the Company’s obligation under the employee
share program and the leader share program . . . . . . . . …… 27 June 2016
Further details about the Offering may be found in the Pricing Statement attached as Appendix 1 with information regarding the Offering statistics, share capital, ownership structure and lock-up arrangements.
Bank syndicate and advisors
J. P. Morgan Securities plc., Morgan Stanley & Co International plc., and Nordea Markets (division of Nordea Bank Danmark A/S) are acting as Joint Global Coordinators and Joint Bookrunners. Citigroup Global Markets Limited, Danske Bank A/S and UBS Limited are acting as Joint Bookrunners. ABG Sundal Collier Denmark, branch of ABG Sundal Collier ASA, Norge, Coöperatieve Rabobank U.A and RBC Europe Limited (trading as RBC Capital Markets) are acting as Co-lead Managers. Lazard & Co., Limited is acting as financial advisor to DONG Energy and Rothschild is acting as financial advisor to the Kingdom of Denmark as the majority shareholder.
For additional information, please contact:
+45 99 55 95 52
Media Relations (UK only):
Victoria Palmer-Moore, Ian Middleton, Peter Ogden
+44 20 7250 1446
Henrik Brünniche Lund
+45 99 55 97 22
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by DONG Energy A/S (the “Company”) in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
In any member state of the European Economic Area (“EEA Member State”), other than Denmark, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any EEA Member State, the “Prospectus Directive”), this announcement is only addressed to and is only directed at investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish an offering circular, including qualified investors within the meaning of the Prospectus Directive.
Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
This announcement does not constitute an offering circular and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in any offering circular published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S. Copies of the offering circular are available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
J. P. Morgan Securities plc., Morgan Stanley & Co International plc., Nordea Markets (division of Nordea Bank Danmark A/S), Citigroup Global Markets Limited, Danske Bank A/S, UBS Limited, ABG Sundal Collier Denmark, branch of ABG Sundal Collier ASA, Norge, Coöperatieve Rabobank U.A and RBC Europe Limited (trading as RBC Capital Markets) (together, the “Managers”), N M Rothschild & Sons Limited (“Rothschild”) and their affiliates are acting exclusively for the Kingdom of Denmark, the selling minority shareholders or the Company as the case may be and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than the Kingdom of Denmark, the selling minority shareholders or the Company as the case may be for providing the protections afforded to their respective clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Company and no one else in connection with the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the IPO or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.
In connection with the IPO, the Managers and any of their affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the offering circular to the shares being, offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the Offering, Morgan Stanley & Co International plc. (the "Stabilising Manager") (or agents acting on behalf of the Stabilising Manager) may over-allot securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or agents acting on behalf of the Stabilising Manager) will undertake stabilisation actions. Any stabilisation action may begin on or after the date of commencement of trading and official listing of the securities on Nasdaq Copenhagen and, if begun, may be ended at any time, but must end no later than 30 days after the date of commencement of trading and official listing of the securities.
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
DONG Energy is one of the leading Energy groups in Northern Europe, headquartered in Denmark. Around 6,700 ambitious employees are engaged in developing, constructing and operating offshore wind farms; generating power and heat from our power stations; providing energy to residential and business customers; and producing oil and gas. Group revenue was DKK 71bn (EUR 9.5bn) in 2015. For further information, see www.dongenergy.com.