EXTRAORDINARY GENERAL MEETING
EXTRAORDINARY GENERAL MEETING Release date: 22-12-2009 00:00:00
To shareholders of DFDS A/S,
CVR no. 14 19 47 11
The Board of Directors of DFDS A/S (“DFDS”) hereby calls an extraordinary general meeting, which will be held on
Monday 11 January, 2010 at 02.00 pm
n the Radisson SAS Falconer Hotel & Conference Centre, Falkoner Allé 9, DK-2000 Frederiksberg, Denmark.
The background to the proposal from the board is DFDS’ company announcement no. 24/2009, dated 17 December 2009.
As previously announced, DFDS’ wholly-owned subsidiary, DFDS Tor Line Holding AB, has entered into an agreement with A.P. Moller – Maersk A/S to acquire 100% of the shares in the Dutch company Norfolk Holdings B.V., a wholly-owned subsidiary of A.P. Moller – Maersk A/S.
Apart from regulatory approval from relevant competition authorities, the agreement is among other things conditional on a pre-emptive rights issue and a directed share issue to A.P. Moller – Maersk A/S. Agenda
1. Authority to the Board of Directors for an increase of capital
The Board of Directors proposes that the general assembly authorizes the Board of Directors, until 31 December 2010, to increase DFDS’ share capital by a nominal total of DKK 540,000,000 in conjunction with a cash pre-emptive rights issue.
It is proposed that the following be inserted as a new article 2a in the company’s articles of association.
“The Board of Directors is authorised, until 31 December 31, 2010, to increase the company’s share capital by cash payment up to a nominal total of DKK 540,000,000.
The existing shareholders have pre-emptive rights to subscribe to the new shares.
The shares will be bearer shares but may be registered to a named holder. The new shares shall entitle the holder to receive a dividend and other rights from the time decided upon by the Board of Directors, though no later than from the accounting year following the implementation of the capital increase. No restrictions shall apply to trading the new shares. The shares are negotiable instruments and no demand may be made that they be redeemed. The shares shall also in every respect have the same pre-emptive subscription rights in capital increases as existing shares.
The Board of Directors is authorised to make such amendments to the articles of association as required for the capital increase.” 2. Decision on capital increase
The Board of Directors proposes that the general assembly should resolve to increase the share capital by at least a nominal DKK 310,000,000 and DKK 530,000,000 maximum by way of a directed rights issue to A.P. Moller – Maersk A/S, and without pre-emptive subscription rights for shareholders.
DFDS Tor Line Holding AB has entered into agreement with A.P. Moller – Maersk A/S on the acquisition of Dutch company Norfolk Holdings B.V., a wholly-owned subsidiary of A.P. Moller – Maersk A/S.
The acquisition price for Norfolk Holdings B.V. is comprised of (i) a fixed cash amount of EUR 170 million, less interest-bearing debt on the acquisition date, (ii) 0.6% of existing own shares in DFDS and (iii) a variable amount equivalent to the overall subscription amount that is to be paid to DFDS in conjunction with the capital increase under the current point 2 of the agenda.
The capital increase that may, and shall be, subscribed to by A.P. Moller – Maersk A/S, will amount to 28.2% of DFDS’ share capital, calculated after the subscription issue under point 1 of the agenda and directed issue to A.P. Moller – Maersk A/S, as per this point on the agenda The amount of the capital increase is thus set as a function of the company’s capital at the time of the subscription.
The capital increase must be made at the market price prevailing at the time of the subscription, set as the price on the stock market (average of all trades) for the five days prior to the subscription, with a DKK 100 minimum price. The stock price on each trading day is fixed as “price all trades” which is calculated as a weighted average of all trades reported to NASDAQ OMX Copenhagen.
Subscription shall take place three days after the subscription period for the pre-emptive rights issue ends, and which is carried out on the basis of point 1 of the agenda. That is to say, the day settlement is done in relation to DFDS and the subscription issue.
Subscription is conditional upon (i) the completion of DFDS Tor Line Holding AB’s acquisition of Norfolk Holdings B.V., and thereby the completion of the conditions in the agreement for acquiring this company, and (ii) the completion of the pre-emptive subscription issue, authorisation of which is expected to be granted under point 1 of the agenda.
The most important condition for the acquisition of Norfolk Holdings B.V. is the securing of regulatory approval from the competition authorities.
The approval of the acquisition of Norfolk Holdings B.V. by the competition authorities is expected to be granted in spring 2010. After that, shares will be offered with pre-emptive subscription rights for shareholders, on the basis of the authorisation made under point 1 of the agenda.
The subscription must be carried out once the required conditions are met.
The reason for diverging from the pre-emptive subscription right is that A.P. Moller – Maersk A/S wishes to become a shareholder in DFDS as part of its divestment of its subsidiary Norfolk Holdings B.V., and that DFDS thereby strengthens its capital base and becomes able to lend capital to DFDS Tor Line Holding AB for the purpose of acquiring Norfolk Holdings B.V. The price is set at the market rate, calculated as an average of the previous five days’ prices before the subscription day. The company’s Board of Directors believes that such average share price will more correctly reflect the market price than setting the price only on the basis of the share price on the day before subscription.
The capital increase must be completed within 12 months of the decision to increase the share capital.
A.P. Moller – Maersk must be informed of the publication of the subscription list.
DFDS will lend the proceeds of the directed issue as per point 2 of the agenda, along with some of the proceeds of the pre-emption issue, to DFDS Tor Line Holding AB for DFDS Tor Line Holding AB’s payment for the shares in Norfolk Holdings B.V.
The Board of Directors proposes that the general assembly also decides the following on the capital increase:
- The subscription period shall commence on 1 March, 2010 and end on 15 December, 2010.
- The nominal size of the shares shall be DKK 100 per share.
- Payment for the shares shall be made at the time of subscription.
- The shares will be bearer shares but may be registered by name
- No restrictions shall be applied to trading the new shares.
- The shares shall be negotiable instruments and no demand may be made that they be redeemed.
- The new shares shall offer an entitlement to dividends from the point in time when the capital increase is registered at the Danish Commerce and Companies Agency.
- The shares shall also in every respect have the same pre-emptive subscription rights in capital increases as existing shares.
- The anticipated costs of the capital increase, which will be paid by DFDS, amount to DKK 350,000 excluding VAT.
3. Authorisation to the chairman of the General Meeting
The Board of Directors proposes that the general meeting authorise the chairman to make the necessary reports to the Commerce and Companies Agency of resolutions passed by the general assembly, and to make corrections to the documents prepared in conjunction with these resolutions, to the extent that the Commerce and Companies Agency may so require in order to register the resolutions passed.
In order to pass the resolutions in points 1 and 2 on the agenda, any resolution must be passed with at least two thirds of the votes cast and of capital with voting rights represented at the general assembly, cf. the DFDS articles of association, paragraph 9, sect. 2, and of companies act paragraph 30, sect. 3. The agenda, the full resolutions, the 2008 annual report, the report of the Board of Directors, cf. company law paragraph 29, sect. 2, no. 2, plus the auditor’s report, cf. company law paragraph 29, sect. 2, no. 3, will be made available for viewing at DFDS’ offices, Sundkrogsgade 11, 2100 Copenhagen Ø from Wednesday 30 December 2009, in accordance with the articles of association and provisions of Danish company law.
DFDS’ share capital, of nominal DKK 800,000,000 is divided into DKK 100 shares. Each DKK 100 share entitles the holder to one vote.
Access to, and voting rights at, the general assembly is conditional upon the shareholder no later than Thursday 7 January 2010, 4 pm, collecting his/her entry pass. Admission cards may be collected from VP Investor Services A/S, by telephone +45 43 58 88 92, fax +45 43 58 88 67, via VP Investor Services’ website www.vp.dk/gf, or via DFDS’ website www.dfds.com. To collect admission card, documentation must be shown that ownership is held of unnamed shares; a custody statement from the custodian bank must not be more than 10 business days old. Proxies may be made via VP Investor Services’ website www.vp.dk/gf, via www.dfds.com, or by returning the completed proxy voting form to VP Investor Services A/S. The form must be returned to VP Investor Services A/S no later than Thursday 7 January 2010 at 4 pm.
22 December 2009
The Board of Directors