TERMS FOR TWO NEW SHARE BUYBACKS OF UP TO DKK 800M By...

TERMS FOR TWO NEW SHARE BUYBACKS OF UP TO DKK 800M

By GlobeNewswire, February 08, 2017, 02:30:00 AM EDT
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0	COMPANY ANNOUNCEMENTNo.12

• Higher earnings level increases distribution of capital to shareholders

• One share buyback of up to DKK 500m to be completed on 21 February 2017

• One share buyback of up to DKK 300m to be completed no later than 15 August 2017

DFDS' Board of Directors has decided to increase the distribution to shareholders in light of the higher level of earnings and alignment of the financial leverage to the policy on capital structure and distribution.
The share buyback of up to DKK 500m will be structured as an auction process and start on 8 February 2017 and be completed on 21 February 2017. The share buyback of up to DKK 300m will run under the Safe Harbour rules and likewise start on 8 February 2017 and be completed no later than 15 August 2017.
In addition to the two share buybacks of up to DKK 800m detailed in this announcement, the dividend proposed to be paid in 2017 is around DKK 450m equal to DKK 8.00 per share. The Board of Directors consequently plan to distribute a total of DKK 1.25bn to shareholders in 2017 besides DKK 86m already distributed in 2017.
DFDS' target capital structure is a ratio of net interest-bearing debt to EBITDA before special items (NIBD/EBITDA) of between 2.0 and 3.0. At the end of 2016 NIBD/EBITDA was 0.9.
DFDS' Board of Directors continually assesses the capital structure in relation to earnings and future investment requirements, including acquisitions.
Joint conditions for two new share buybacks

The two share buybacks are launched within the authorisation given to the Board of Directors by DFDS' Annual General Meeting on 31 March 2016 regarding the purchase of treasury shares of up to 10% of the share capital, equal to 6,000,000 shares of a nominal value of DKK 20 per share.
Since 31 March 2016 and up to and including 7 February 2017, 1,682,595 treasury shares have been purchased. Within the existing authorisation a maximum of 4,317,405 further shares (corresponding to 7.2% of the total share capital) can be purchased.
Following completion of the share buybacks, the Board of Directors expects to propose that the shares purchased are cancelled through a capital reduction, except for shares required for hedging DFDS' option and share programmes.
DFDS currently holds a total of 3,109,148 treasury shares, corresponding to 5.2% of the share capital.
Share buyback of up to DKK 500m to be completed on 21 February

This share buyback is structured as an auction process that gives all shareholders an opportunity, should they so wish, to sell shares back to DFDS at a fixed price to be determined by DFDS' Board of Directors based on the acceptances received in the auction process. In accordance with the authorisation to the Board of Directors, the price paid cannot differ from the purchase price quoted on Nasdaq Copenhagen by more than 10% at the time of purchase.
The Board of Directors has decided to use a maximum amount of up to DKK 500m on this buyback at a price between DKK 320 and DKK 390 per share.
The buyback period runs from 8 February 2017 to 16:00 hours on 21 February 2017. Settlement of the acceptances received in the buyback period will take place immediately hereafter.
DFDS' majority shareholder, Lauritzen Foundation, has committed to participate pro rata in the share buyback with 42.0% which approximately corresponds to Lauritzen Foundation's ownership share today.
Both members of DFDS' Executive Board will exercise a number of options following the disclosure of the Q4 and year-end report' for 2016 (announcement no. 10/2017). Their current combined holding is 215,609 shares. Both members intend to participate in the share buyback to adjust their investment in DFDS. After completion of the buyback, their combined holding is, however, expected to have increased.
DFDS has entered into an agreement with Danske Bank A/S as Lead Manager.
The complete terms for the share buyback are detailed in a separate offer document dated 8 February 2017, including an acceptance form, which can be downloaded from https://www.dfds.com/group/investors
Share buyback of up to DKK 300m to be completed no later than 15 August 2017

This share buyback runs in the period from 8 February 2017 and up until 15 August 2017 at the latest and will be executed in accordance with the Safe Harbour rules.
Based on a closing price of DKK 350 as quoted on Nasdaq Copenhagen on 7 February 2017, the share buyback includes around 850,000 shares corresponding to 1.4% of DFDS' total share capital.
At the time of purchase, the price paid may not differ from the purchase price quoted on Nasdaq Copenhagen by more than 10%.
The share buyback has been set up and structured in accordance with the safe harbour rules in art. 5 of the Market Abuse Regulation and the European Commission Regulation 1052/2016 of 8 March 2016.

In accordance with the Market Abuse Regulation article 5, the purpose of the share buyback is to reduce the share capital and meet DFDS' obligations under its share and share option programmes.
Lauritzen Foundation has committed to participating pro rata in the share buyback programme with a share of 42.0% approximately equal to its current shareholding in DFDS.
DFDS has entered into an agreement with Danske Bank A/S ("Danske") as Lead Manager, and Danske will, on behalf of DFDS, execute the purchase of shares and undertake all purchase transactions independently of, and without influence by, DFDS.
The pro rata buyback from Lauritzen Foundation entails Lauritzen Foundation selling a pro rata number of shares in DFDS on each trading day. Settlement of the buybacks from Lauritzen Foundation shall be made at the volume-weighted average purchase price of the other buybacks under the share buyback on the relevant trading day.
DFDS is entitled to stop or suspend the share buyback. Should this occur, DFDS will immediately release a company announcement to this effect to Nasdaq Copenhagen and Danske will cease buying back shares.
The following guidelines apply to the share buyback programme:

• The trading volume of shares in the Company is limited to a total value of DKK 300m, including the number of shares which Lauritzen Foundation is committed to selling
• At the current share price, this corresponds to a share buyback of approximately 850,000 shares or 1.4% of DFDS' share capital
• The maximum number of shares that can be purchased under the share buyback programme is 1,500,000 shares
• The maximum number of shares that may be purchased on any given trading day cannot exceed 25% of the average daily trading volume of DFDS shares on Nasdaq Copenhagen calculated for the average daily volume of shares traded on Nasdaq Copenhagen during the month preceding the month of public disclosure of the share buyback
• During the lifespan of the share buyback, shares must not be purchased at prices that are higher than the following two prices:
  • The price of the last reported independent trade.
  • The price of the highest independent bid on Nasdaq Copenhagen.

At the beginning of each week, DFDS will disclose the number and value of shares bought back in the previous week in a company announcement to Nasdaq Copenhagen.
Disclaimer

The share buyback offer with closing date 21 February 2017 referred to in this announcement does not, either directly or indirectly in any jurisdiction, express any action where to do so would violate the laws in that jurisdiction. This announcement and other documents relating to this share buyback may not be sent, forwarded or otherwise distributed in any jurisdiction where to do so would violate the laws in that jurisdiction, including especially in the USA, Canada, Japan, Australia, New Zealand or South Africa.
This announcement does not constitute an offer or a request to sell or buy shares in DFDS A/S. The share buyback offer submitted will be made solely on the terms and conditions set out in the offer document, which can be downloaded at https://www.dfds.com/group/investors
Shareholders in DFDS should read the offer document as it contains important information regarding the share buyback.
Contact

Niels Smedegaard, CEO, +45 33 42 34 00

Torben Carlsen, CFO, +45 33 42 32 01

Søren Brøndholt Nielsen, IR, +45 33 42 33 59

Gert Jakobsen, Communications, +45 33 42 32 97

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.UK_OMX_12_08_02_2017_BB





This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.

The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: DFDS A/S via Globenewswire


Read more: http://www.nasdaq.com/press-release...f-up-to-dkk-800m-20170208-00111#ixzz4Y5pVbmue

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