Company Announcement No. 417
The Supervisory Board of DSV has decided to buy back shares in accordance with the authorisation granted by the Extraordinary General Meeting on 25 October 2011.
As at today, 26 October 2011, DSV holds 15,511,665 treasury shares of a nominal value of DKK 1 each, corresponding to 7.60% of DSV's share capital. On the Extraordinary General Meeting on 25 October 2011 the proposal from the Supervisory Board to cancel a nominal value of 14,000,000 own shares was approved so that the share capital will be reduced by own shares of a nominal value of 14,000,000. After the reduction the Company’s share capital will have a nominal value of DKK 190,000,000.
Purpose
The purpose of the share buy-back is to hedge the Group's incentive programme and to adjust the capital structure. At DSV’s annual general meetings it will be proposed that shares which are not used for the hedge of the incentive programme will be cancelled.
Time frame
The share buy-back period runs from 26 October 2011 to 23 January 2012, both days inclusive. During this period, purchases may not exceed DKK 400 million under a share buy-back programme prepared in accordance with the provisions of European Commission Regulation (EC) No. 2273/2003 of 22 November 2003, the so-called “Safe Harbour” method that protects the supervisory board and executive board of listed companies from violating insider trading legislation in connection with share buy-backs.
Buy-back terms
- DSV is required to retain a financial adviser who is to make its own trading decisions independently of and without influence from DSV and execute the buy-back within the announced limits. DSV has retained Nordea Bank Danmark A/S as its financial adviser and lead manager for the share buy-back.
- The maximum amount that DSV may pay for shares purchased under the share buy-back programme is DKK 400 million, and no more than 5,000,000 shares, corresponding to 2.45% of the current share capital of DSV A/S, may be purchased.
- No shares may be bought back at a price exceeding the higher of the share price of the latest independent trade and the highest current independent offer price at NASDAQ OMX Copenhagen at the time of trading. As a result of this restriction, DSV can hardly expect to make purchases up to the daily share buy-back limit.
- The maximum number of shares in the Company which may be purchased on each business day corresponds to 25% of the average daily trading volume of DSV shares on NASDAQ OMX Copenhagen over the last 20 trading days prior to the date of purchase.
- The reporting obligations under Danish law and the rules of NASDAQ OMX Copenhagen must be fulfilled within the applicable time limits.
Any questions may be addressed to Jens H. Lund, CFO, tel. +45 43 20 30 40.
Yours sincerely,
DSV
Jens Bjørn Andersen Jens H. Lund
CEO CFO