Further to the announcement on December 4, 2017 regarding the acquisition of Alka Forsikring (“Alka”), Tryg A/S ("Tryg") has today decided to launch an offering of new shares (the "Offering") through a private placement (the "Private Placement") of up to 27,400,000 new shares to be issued by Tryg (the "New Shares").
The net proceeds of the Offering will be used as part of the financing of the acquisition of Alka. The acquisition of Alka will deepen Tryg’s presence in the Danish non-life market, Tryg’s core market segment. Alka represents a strong complementary proposition to Tryg. Tryg expects to build upon Alka’s successful partnerships with unions, thereby offering significant opportunities to expand the business. Tryg will benefit from applying the market leading commercial practices of Alka across a range of areas, such as in online distribution and data analytics. Alka will benefit from Tryg’s advanced capabilities in areas such as claims procurement and innovation in products and services.
As previously announced, the purchase price was DKK 8.2 billion. Closing of the transaction is subject to customary approval by the Danish competition authorities and the Danish Financial Supervisory Authority.
The Offering
The Private Placement will be directed towards Danish and international institutional investors pursuant to and in compliance with the applicable exemptions from the obligation to publish a prospectus according to the Regulation (EU) 2017/1129 or similar legislation in other jurisdictions. The Private Placement does not comply persons with residence in the United States, Canada, Australia, South Africa or Japan.
In the Private Placement, the New Shares will be placed at market price (the "Market Price"). The Market Price will be established through an accelerated book-building process, where all New Shares offered by Tryg in the Private Placement will be subscribed for at the same price per share.
Tryg will in connection with the Private Placement be assisted by Nordea as Sole Bookrunner. Subscription orders may be placed and purchases may be made in the Offering through Nordea.
TryghedsGruppen smba ("Tryghedsgruppen") (the largest shareholder in Tryg) has offered to subscribe pro-rata for 60% of the New Shares in the Private Placement at the Market Price determined through the book-building process. Furthermore, TryghedsGruppen has committed to underwrite all shares at DKK 146 per share.
Share capital increase
The decision to launch an offering of up to 27,400,000 new shares of a nominal value of DKK 5 each in a Private Placement is made pursuant to Article 8 in Tryg's Articles of Association pursuant to which, The Supervisory Board is authorized to increase the share capital up to a nominal amount of DKK 137,000,000.
If fully subscribed, the nominal value of the shares will increase from 1,373,739,955 to 1,510,739,955.
Admission for trading and official listing
Nasdaq Copenhagen has confirmed that the new shares will be listed under the existing ISIN code for the existing shares, DK0060636678 after registration of the share capital increase with the Danish Business Authority. The temporary ISIN code DK0060946002 will be merged with the existing primary ISIN code for the existing shares, DK0060636678, as soon as possible following registration of the share capital increase with the Danish Business Authority. The temporary ISIN code will only be registered in VP Securities for subscription of the New Shares. Settlement will for other investors than TryghedsGuppen take place in the existing ISIN DK0060636678 facilitated through delivery of existing shares in Tryg already listed on Nasdaq Copenhagen pursuant to a share lending agreement entered into between TryghedsGruppen and Nordea.
Expected timetable for the Offering
The Private Placement is expected to be completed within the below timetable:
- The offer period runs up to and including 6 December 2017, but may be shortened
- The offer price is expected to be announced through Nasdaq Copenhagen no later than on 6 December 2017
- Expected date of payment against delivery 8 December 2017
- Expected date of registration of the capital increase with the Danish Business Authority 8 December 2017
- Expected date for admission for listing of new shares under the existing ISIN code 11 December 2017
If the Offering is oversubscribed, an individual allocation of shares will be made.
It is expected that the dates of admission for listing, payment and registration of the capital increase may be brought forward, if the Offering is closed before the offer period expires.
The New Shares
The New Shares will rank pari passu in all respects with existing shares in Tryg.
The New Shares will be negotiable instruments, and no restrictions will apply in relation to their transferability. None of the shares, including the New Shares, carry or will carry any special rights.
Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority.
The New Shares must be registered in the name of the holder in the company's register of shareholders. This can happen through the shareholder's account-holding bank.
Taxation and dividends
Dividend payments will be taxed pursuant to current legislation, including any applicable double taxation treaties.
The New Shares sold in the Offering are eligible for any dividends if and when payable.
Other information
Tryg is registered under CVR no. 26460212.
Questions may be addressed to IR Gianandrea Roberti, +45 20 18 82 67 or Peter Brondt, +45 22 75 89 04.
Advisors
PJT Partners (UK) Limited acted as lead financial advisor to Tryg in relation to the acquisition by Tryg of Alka and the Offering. PJT Partners (UK) Limited, which is authorised and regulated by the Financial Conduct Authority is acting for Tryg and no one else in connection with the matters described herein and will not be responsible to anyone other than Tryg for providing the protections afforded to clients of PJT Partners (UK) Limited, or for giving advice in connection with the matters described herein. Nordea acted as financial advisor to Tryg in relation to the acquisition by Tryg of Alka and as Sole Bookrunner in relation to the Offering and no one else in connection with the matters described herein and will not be responsible to anyone other than Tryg for providing the protections afforded to clients of Nordea, or for giving advice in connection with the matters described herein. Accura Advokatpartnerselskab acted as legal advisor to Tryg and Plesner Advokatpartnerselskab acted as legal advisor to Nordea.
IMPORTANT DISCLAIMER
This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement on the basis of this announcement. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement must not be deemed to be any form of commitment on the part of Tryg to proceed with any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor must it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The transactions described in this announcement and the distribution of this announcement and other information in connection with the transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. There is no intention to register any securities referred to herein in the United States, Australia, Canada, South Africa or Japan or to make a public offering of the securities in the United States.
This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses Article 1(5). The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of EEA, which have implemented the Prospectus Directive (Directive No. 2003/71/EC and amendments thereto, including Directive No. 2010/73/EU, to the extent implemented in the relevant Member State) who are qualified investors (“Qualified Investors”) within the meaning of Article 2(1)(e) of the Prospectus Directive Regulation. In addition, in the United Kingdom, this information is only being distributed to, and is only directed at, (x) Qualified Investors who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (y) high net worth entities falling within Article 49(2)(a)-(d) of the Order, or (z) persons to whom it may otherwise lawfully be communicated.
Neither Tryg, the Sole Bookrunner or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Tryg or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
