An extraordinary general meeting of DFDS A/S (CVR no. 14 19 47 11) will be held on 16 December 2013 at 10:00am at Sundkrogsgade 11, 2100 Copenhagen Ø.
1. Proposal regarding a reduction of the Company’s share capital with nominally DKK 155,608,100 through cancellation of a part of the Company’s own shares and a resulting amendment of § 2 of the Articles of Association.
The Board of Directors proposes that the Company’s share capital is reduced from nominally DKK 1,485,608,100 to nominally DKK 1,330,000,000 through cancellation of nominally DKK 155,608,100 of own shares. The purpose of the capital reduction is pay-out to the shareholders, cf. the Danish Companies Act § 188, section 1, no. 2, as the amount of capital reduction is paid-out to shareholders as payment for shares acquired by the Company, and to ensure a balanced capital structure of the Company.
The shares were acquired by the Company on 6 September 2013 at a price of DKK 352.50 per share, i.e. a total acquisition price of DKK 548,518,552.50. The premium involved in the capital reduction thus amounts to DKK 252.50 per share, i.e. a total of DKK 392,910,452.50. The shares were acquired as a part of a total acquisition of nominally DKK 178,273,000 of own shares from A.P. Møller-Mærsk A/S, in which connection it was announced that the Company intended to cancel a part of its own shares, however, excluding shares retained for the purpose of hedging the Company’s share option programme.
An adoption of the capital reduction will result in an amendment of § 2 of the Articles of Association, as follows:
”The Company’s share capital is DKK 1,330,000,000 divided into shares of DKK 100. The share capital is fully paid up.”
As the purpose of the capital reduction is pay-out to the shareholders, the capital reduction will be announced in the Danish Business Authority’s IT system, and creditors are recommended to notify their claims to the Company within the time-limit of 4 weeks, cf. the Danish Companies Act § 192, section 1. The capital reduction is expected to be finally implemented after the expiry of the deadline for filing of claims with the Company.
2. Authorisation to the Chairman of the meeting
The Board of Directors proposes that the general meeting authorises the Chairman of the meeting with a right of substitutions to make the required filings of the resolutions adopted at the general meeting and to make such amendments thereto as may be required to achieve their registration with or procure the approval by the Danish Business Authority or other relevant authorities.
Niels Smedegaard, CEO
+45 3342 3400
Torben Carlsen, CFO
+45 3342 3201
Søren Brøndholt Nielsen, IR
+45 3342 3359
UK_ex gm nov 2013 v1.pdf