DSV, 1138 - DSV A/S COMPLETES REGISTRATION OF CAPITAL INCREASE OF
26.4 MILLION NEW SHARES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, JAPAN OR HONG KONG OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Company Announcement No. 1138
DSV A/S completes registration of
capital increase of 26,444,523 new shares.
DSV A/S (“DSV”) has today, as part of the
completion of the directed issue and private placement raising
gross proceeds of DKK 37.3 billion (approx. EUR 5 billion) (the
“Offering”), registered an increase for DSV’s share capital by
nominally DKK 26,444,523 divided into shares of DKK 1.00 each.
Please refer to company announcements no. 1136 of 3 October 2024
and 1137 of 4 October 2024.
After the capital increase, the share capital of
DSV consists of 240,444,523 shares of DKK 1.00 each, equivalent to
a nominal value of DKK 240,444,523.
The new shares represent approximately 12.4% of
DSV’s registered share capital before the capital increase and
account for approximately 11.0% of DSV’s registered share capital
after the completion of the capital increase.
The new shares rank pari passu in all
respects with existing shares in DSV.
The new shares are negotiable instruments, and
no restrictions apply to their transferability. No shares,
including the new shares, carry or will carry any special
rights.
Rights conferred by the new shares, including
voting rights and dividend rights, apply from the time of the
registration of the capital increase with the Danish Business
Authority.
The new shares have been issued under a
temporary ISIN code (DK0063294467) and are expected to be admitted
to trading on Nasdaq Copenhagen on 9 October 2024 in DSV’s
permanent ISIN code DK0060079531.The temporary ISIN code is
expected to be merged with the permanent ISIN code on 10 October
2024.
Joint Global Coordinators and legal
counsels
BNP PARIBAS, Danske Bank A/S, HSBC Continental
Europe S.A., Germany, J.P. Morgan SE and Nordea Danmark, Filial af
Nordea Bank Abp, Finland are Joint Global Coordinators and Joint
Bookrunners.
Moalem Weitemeyer and Freshfields are acting as
Danish and international legal advisors respectively to DSV.
Plesner Advokatpartnerselskab and Clifford Chance (US) are acting
as Danish and U.S. legal advisors to the Joint Global
Coordinators.
Contacts
Investor Relations
Stig Frederiksen, tel. +45 43 20 36 38,
stig.frederiksen@dsv.com
Alexander Plenborg, tel. +45 43 20 33 73,
alexander.plenborg@dsv.com
Media
Jonatan Rying Larsen, tel. +45 25 41 77 37, press@dsv.com
Yours sincerely,
DSV A/S
IMPORTANT DISCLAIMER
This company announcement contains
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks and uncertainties.
Therefore, actual future results and trends may differ materially
from what is forecast in this report due to a variety of factors.
All such forward-looking statements speak only as of the date of
this announcement and are based on information available to the
Company as of the date of this release. The Company does not
undertake to update any of these forward-looking statements to
reflect events or circumstances that occur after the date
hereof.
This announcement is not a prospectus and
investors should not purchase any securities referred to in this
announcement on the basis of this announcement. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may or should
be placed by any person for any purposes whatsoever on the
information contained in this announcement or on its completeness,
accuracy or fairness. The information in this announcement is
subject to change. No obligation is undertaken to update this
announcement or to correct any inaccuracies, and the distribution
of this announcement shall not be deemed to be any form of
commitment on the part of the Company to proceed with any
transaction or arrangement referred to herein. This announcement
has not been approved by any competent regulatory authority.
This announcement does not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for any shares
or any other securities nor shall it (or any part of it) or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as an inducement to enter into, any contract
or commitment whatsoever. The transactions described in this
announcement and the distribution of this announcement and other
information in connection with the transactions in certain
jurisdictions may be restricted by law and persons into whose
possession this announcement, any document or other information
referred to herein comes should inform themselves about, and
observe, any such restrictions. In particular, no announcement or
information regarding such transactions may be disseminated to the
public in any jurisdiction where a prior registration or approval
is required for such purpose. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement does not contain or constitute
an offer of, or the solicitation of an offer to buy or subscribe
for, securities to any person in the any jurisdiction to whom or in
which such offer or solicitation is unlawful and this announcement
is not for release, publication or distribution in whole or in part
in or into any such jurisdiction, except as permitted by applicable
law. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
In particular, this announcement is not for
publication, distribution or release, directly or indirectly, in or
into the United States (including its territories and dependencies,
any State of the United States and the District of Columbia),
Australia, Japan or Hong Kong, or in any jurisdiction to whom or in
which such announcement would be unlawful. The securities referred
to herein may not be offered or sold in the United States except to
"qualified institutional buyers" as defined in, and in reliance on,
Rule 144A under U.S. Securities Act of 1933 as amended (the
"Securities Act") or another applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. All offers and sales of securities outside of the
United States will be made in reliance on, and in compliance with,
Regulation S under the Securities Act. There is no intention to
register any securities referred to herein in the United States,
Australia, Japan or Hong Kong or any jurisdiction. There will be no
public offer of any securities in the United States or in any other
jurisdiction.
This announcement has been prepared on the basis
that any offers of securities referred to herein will be made
pursuant to an exemption from the requirement to publish a
prospectus for offers of such securities (i) in any Member State of
the EEA under Regulation (EU) 2017/1129 on prospectuses (the "EU
Prospectus Regulation"), and (ii) in the United Kingdom, under
assimilated Regulation (EU) 2017/1129 as it forms part of domestic
law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
The information set forth in this announcement
is only being distributed to, and directed at, persons in Member
States of the EEA who are qualified investors within the meaning of
Article 2(e) of the EU Prospectus Regulation.
In addition, in the United Kingdom, This
announcement is only being distributed to, and is only directed at,
persons in the United Kingdom who are "qualified investors" within
the meaning of Article 2(e) of the UK Prospectus Regulation, who
are also persons that (i) are “investment professionals” falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order"), (ii)
are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Order, or
(iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this announcement relates is
available in the United Kingdom only to relevant persons and will
be engaged in only with relevant persons. This announcement must
not be acted on or relied on by persons in the United Kingdom who
are not relevant persons. Any investment decision in connection
with the transaction must be made on the basis of publicly
available information. Such information has not been independently
verified.
None of the Company, the Joint Global
Coordinators or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth,
accuracy, completeness or fairness of the information or opinions
in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the
Company or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
This announcement does not constitute an
investment recommendation. The price and value of securities and
any income from them can go down as well as up and you could lose
your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon
as a guide to future performance.
The Joint Global Coordinators are acting for DSV
and for no one else in relation to the Offering, and will not be
responsible to any other person for providing the protections
afforded to their clients nor for providing advice in connection
with the matters contained in this announcement. No representation
or warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by the Joint Global Coordinators or by any of their
affiliates or agents, as to or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
In connection with the Offering, each of the
Joint Global Coordinators and any of their respective affiliates or
any person acting on its or their behalf, may take up a portion of
the shares of DSV in the Offering in a principal position and in
that capacity may retain, purchase or sell for its own account such
shares and other securities of DSV or related investments and may
offer or sell such shares, securities or other investments
otherwise than in connection with the Offering. Accordingly,
references in this announcement to New Shares being issued, offered
or placed should be read as including any issue, offering or
placement of such shares in DSV to the Joint Global Coordinators or
any of their respective affiliates or any person acting on its or
their behalf acting in such capacity. In addition, any Joint Global
Coordinator or any of their respective affiliates or any person
acting on its or their behalf may enter into financing arrangements
(including swaps, warrants or contracts for difference) with
investors in connection with which such Joint Global Coordinator(s)
or any of their respective affiliates or any person acting on its
or their behalf may from time to time acquire, hold or dispose of
such securities of DSV, including the New Shares. Furthermore, in
the event that the Joint Global Coordinators acquire New Shares in
the Offering, they may coordinate disposals of such shares in
accordance with applicable law and regulation. None of the Joint
Global Coordinators or any of their respective affiliates or any
person acting on its or their behalf intend to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended or that
directive as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act2018, as applicable (“MiFID
II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures (together, the “MiFID II Product
Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the shares in DSV A/S have been subject to a product approval
process, which has determined that such shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should
note that: the price of the shares in DSV A/S may decline and
investors could lose all or part of their investment; the shares in
DSV A/S offer no guaranteed income and no capital protection; and
an investment in the shares in DSV A/S is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the contemplated share issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, BNP PARIBAS, Danske
Bank A/S, HSBC Continental Europe S.A., Germany and Nordea Danmark,
Filial af Nordea Bank Abp, Finland will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the shares in DSV A/S Each distributor is responsible for
undertaking its own target market assessment in respect of the
shares in DSV A/S and determining appropriate distribution
channels.
Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the shares has
led to the conclusion that: (i) the target market for the shares is
only eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook, and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("UK MiFIR"); and (ii) all channels for
distribution of the shares to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the shares (a "distributor")
should take into consideration the manufacturers' target market
assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in
respect of the shares (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels
- 1138 - Announcement (08.10.2024) - DSV COMPLETES REGISTRATION
OF CAPITAL INCREASE OF 26.4 MILLION NEW SHARES
DSV AS (TG:DS81)
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