|company announcement no. 59|
As part of the continuous pursuit of improving the financing cost of DFDS, a new bond issue is being explored to refinance existing bonds and extend debt maturity. Therefore, a tender offer is also being launched for the holders of DFDS' existing bond in NOK.
Potential new bond issue
Today, DFDS A/S (the "Issuer") announces its intention to issue new DKK and/or NOK denominated senior unsecured bonds with an expected maturity of 5 years (the "New Bonds") in the near future. The Issuer has mandated Danske Bank A/S, Nordea Bank AB (publ) and Nykredit Bank A/S (the "Joint Bookrunners" and "Dealer Managers") to arrange fixed income investor meetings starting on 15 September 2017. There is no certainty that the issue of the New Bonds will be initiated or consummated.
Furthermore, the Issuer announces invitations to the holders of its outstanding NOK 700,000,000 FRN Bonds due 21 March 2018
(ISIN: NO0010673528)(the "2013 Bonds") to tender their bonds for cash subject to the satisfaction of the New Financing Conditions (as defined below) being met (the "Tender Offer").
The Tender Offer is made on the terms and subject to the conditions set out below.
Subject to the applicable minimum denomination in respect of the 2013 Bonds, the purchase price payable per Bond having a nominal amount of NOK 1,000,000 will be 101.500% (the "Purchase Price").
The Issuer will also pay an amount equal to any accrued and unpaid interest on the relevant 2013 Bonds from, and including, the interest payment date for the 2013 Bonds immediately preceding the settlement date (the "Settlement Date") up to, but excluding, the Settlement Date ("Accrued Interest").
New Financing Conditions
The Issuer's acceptance of 2013 Bonds validly tendered for purchase pursuant to the Tender Offer is conditional upon, in the absolute and sole discretion and determination of the Issuer, (i) the terms and conditions of the New Bonds are satisfactory to the Issuer, including, but not limited to, as to the price of the New Bonds, and (ii) the successful completion (including the receipt of funds by or on behalf of the Issuer) of the issuance of the New Bonds, which will enable the Issuer to finance, in whole or in part, the Purchase Price and Accrued Interest of the total amount of 2013 Bonds validly tendered and accepted for purchase pursuant to the Tender Offer (together "New Financing Conditions").
Registered holders and beneficial owners who have their holdings via nominees or custodians (the "Bondholders") can only participate in the Tender Offer by submitting a valid tender instruction ("Tender Instruction") as further specified below under "Participation". The Issuer's acceptance of 2013 Bonds validly tendered in accordance with the terms and conditions of the Tender Offer will be irrevocable, but in any case subject to satisfaction of the New Financing Conditions.
Purpose of the Tender Offer
The Tender Offer is being made as part of the Issuer's commitment to actively manage its financing, including management of upcoming redemptions, lengthening and diversification of the debt maturity profile, and, in addition, to allow current holders to roll their current position into the New Bonds.
The tendered amount of 2013 Bonds accepted by the Issuer for purchase will be capped at the principal amount of the issue of the New Bonds. If the Issuer decides to accept for purchase valid tender instructions made pursuant to the Tender Offer and the aggregate principal amount of 2013 Bonds validly tendered pursuant to the Tender Offer is greater than the principal amount of the New Bonds, the Issuer may accept such 2013 Bonds for purchase on a pro rata basis, subject to the minimum denomination of NOK 1,000,000.
For the avoidance of doubt, in the event of any scaling in the acceptance of 2013 Bonds, the Issuer will (i) firstly accept in full Tender Instructions from Bondholders who subscribe for New Bonds, (ii) secondly accept either all or none of the Tender Instructions of 2013 Bonds with a total nominal size of NOK 1,000,000 and (iii) thirdly accept all other Tender Instructions of 2013 Bonds with a total nominal size above NOK 1,000,000 on a pro rata basis. The acceptance of Tender Instructions of 2013 Bonds will be rounded to a multiple of NOK 1,000,000 and any scaling made by the Issuer is binding on all Bondholders who validly tendered their 2013 Bonds.
Priority in New Bonds
Holders of 2013 Bonds who submit a valid Tender Instruction as part of this Tender Offer will be eligible to receive a priority in the allocation of New Bonds. Such priority in allocation will match in size the nominal volume submitted for tender, subject to eligibility with the minimum denomination requirements of the New Bonds.
This announcement does not constitute a sale of New Bonds. Bondholders who wish to buy into the New Bonds should contact their sales contact at one of the Joint Bookrunners to obtain all relevant documentation.
The Tender Offer expires at 12:00 CET on 21 September 2017, unless extended, re-opened, withdrawn or terminated at the absolute and sole discretion of the Issuer. The Issuer will announce the results and whether any 2013 Bonds will be accepted for purchase under the Tender Offer as soon as reasonably practicable after the pricing of the New Bonds. Settlement of the Tender Offer is expected to occur at or around 28 September 2017. Settlement of the transactions pursuant to the Tender Offer will occur as a secondary trade via the Dealer Managers.
Subject to applicable law, the Issuer may, in its sole and absolute discretion, extend, re-open, amend or waive any condition of or terminate the Tender Offer at any time which will be announced via a stock exchange announcement. Bondholders are advised to read carefully this announcement for the details of and information on the procedures for participating in the Tender Offer.
Bondholders will not receive a tender document for this tender transaction and should instead contact one of the Dealer Managers on the details below.
Only Bondholders who are eligible counterparts to minimum one of the Dealer Managers may participate in this Tender Offer and Bondholders must contact one of the Dealer Managers to receive an application form that includes the details of how to participate in the Tender Offer, including the form of a Tender Instruction. Tender Instructions given via the application form are irrevocable by the Bondholders, except for in the limited circumstances described in the application form.
Bondholders should consult their own tax, accounting, financial and legal advisers regarding the suitability to themselves of the tax or accounting consequences of participating in the Offer.
To obtain an application form and participate in the tender offer please contact one of the Dealer Managers at the details below:
Joint Bookrunners and Dealer Managers
Danske Bank A/S
Nordea Bank AB (publ)