NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Company Announcement No. 777
The Board of Directors in DSV A/S has today decided to increase the share capital of DSV A/S by DKK 55,526,507 nominal value, divided into shares of DKK 1 each, to be used as consideration to shareholders in Panalpina Welttransport (Holding) AG (“Panalpina) who have accepted DSV’s public exchange offer. As announced on 13 August 2019 the exchange offer has been accepted by shareholders in Panalpina representing 23,379,700 shares in Panalpina corresponding to 98.44% of the Panalpina shares that are the object of the offer. The new shares in DSV A/S correspond to the shares in Panalpina at the exchange ratio of 2.375 shares in DSV A/S for each share in Panalpina. Fractions of shares in DSV A/S will be paid in cash.
The capital increase has been adopted by the Board of Directors pursuant to the authority in the articles of association approved by the general meeting on 27 May 2019.
The capital increase corresponds to 29.85% of the share capital in DSV A/S. DSV A/S has on 11 June 2019 published an EU listing prospectus and a prospectus supplement on 1 August 2019. After the capital increase, the share capital of DSV A/S amounts to DKK 241,526,507 nominal value divided into 241,526,507 shares of DKK 1 each. Each share has one vote.
The capital increase was completed without pre-emption rights for DSV A/S’ existing shareholders. The new shares have been subscribed at a price of DKK 637.35 per share against a contribution in kind of shares in Panalpina.
The new shares are ordinary shares with the same rights in every respect as the existing shares in DSV A/S and with the right to dividends for the current financial year on equal terms with the existing shares.
The increase of the share capital has been registered with the Danish Business Authority. The new shares are expected to be admitted to trading and official listing on NASDAQ Copenhagen with 16 August 2019 as the first trading day.
The amended articles of association of DSV A/S are attached and are published on the company’s website and can be accessed via the following link https://investor.dsv.com/corporate-governance/articles-of-association
The new shares are expected to be delivered to the shareholders of Panalpina as of 19 August 2019.
Flemming Ole Nielsen, tel. +45 43 20 33 92, firstname.lastname@example.org
Tina Hindsbo, tel. +45 43 20 36 63, email@example.com
IMPORTANT ADDICATIONA LINFORMATION
This announcement does not constitute or form part of any offer to exchange or acquire, or a solicitation of an offer to exchange or acquire, shares in Panalpina, or an offer to sell, acquire or offer, or a solicitation to sell, acquire or offer shares in DSV. This announcement is not a substitute for the (i) Swiss offer prospectus or (ii) listing prospectus for new DSV shares ((i) to (ii) collectively, the “Offer Documents”). No offering of securities shall be made in the United States except pursuant to a vendor placement or another applicable exception from the registration requirements pursuant to the U.S. securities laws.
Denne meddelelse er ikke og udgør ikke nogen del af et tilbud om at ombytte eller erhverve aktier i Panalpina og udgør ikke en opfordring til at tilbyde at ombytte eller erhverve sådanne aktier eller et tilbud om at sælge eller udbyde aktier i DSV. Denne meddelelse erstatter ikke 1) det schweiziske tilbudsdokument eller, 2) børsprospektet for nye DSV-aktier (punkt 1-2 benævnes under et "Tilbudsdokumenterne"). Der vil ikke ske noget udbud af værdipapirer i USA, medmindre dette sker i henhold til en ’vendor placement’ eller anden gyldig undtagelse fra registreringskravene i den amerikanske værdipapirlovgivning.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS THAT DSV OR PANALPINA HAS FILED OR MAY FILE WITH ANY SWISS OR DANISH REGULATOR WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
The information contained in this announcement must not be published, released or distributed, directly or indirectly, in any jurisdiction where the publication, release or distribution of such information is restricted by laws or regulations. Therefore, persons in such jurisdictions into which these materials are published, released or distributed must inform themselves about and comply with such laws or regulations. DSV does not accept any responsibility for any violation by any person of any such restrictions.