TERMS OF NEW SHARE BUYBACK
|COMPANY ANNOUNCEMENT no. 53|
- Higher earnings level increases distribution of capital to shareholders
- New share buyback of up to DKK 300m for completion no later
than 6 February 2018
DFDS' Board of Directors has decided to increase the distribution to shareholders in light of the higher level of earnings and alignment of the financial leverage to the policy on capital structure and distribution.
The share buyback of up to DKK 300m will run under the Safe Harbour rules and start on 17 August 2017 and be completed no later than 6 February 2018.
In addition to the new share buyback, the planned extraordinary dividend for payment in August was today raised to DKK 7.00 per share from DKK 5.00 increasing the total dividend to be paid in 2017 to DKK 10.00 per share. The Board of Directors consequently plan to distribute a total of around DKK 1.7bn to shareholders in 2017 up from DKK 1.3bn in 2016.
DFDS' target capital structure is a ratio of net interest-bearing debt to EBITDA before special items (NIBD/EBITDA) of between 2.0 and 3.0. At the end of Q2 2017 NIBD/EBITDA was 1.1.
DFDS' Board of Directors continually assesses the capital structure in relation to earnings and future investment requirements, including acquisitions.
Authorisation of the new share buyback
The share buyback is launched within the authorisation given to the Board of Directors by DFDS' Annual General Meeting on 21 March 2017 regarding the purchase of treasury shares of up to 6,000,000 shares of a nominal value of DKK 20 per share.
Since 21 March 2017 and up to and including 16 August 2017, 619,527 treasury shares have been purchased. Within the existing authorisation a maximum of 5,380,473 further shares (corresponding to 9.4% of the total share capital) can be purchased.
Following completion of the share buyback, the Board of Directors expects to propose that the shares purchased are cancelled through a capital reduction, except for shares required for hedging DFDS' share and share option programmes.
DFDS currently holds a total of 1,662,763 treasury shares, corresponding to 2.9% of the share capital.
Conditions for the new share buyback
The share buyback runs in the period from 17 August 2017 and up until 6 February 2018 at the latest and will be executed in accordance with the Safe Harbour rules.
Based on a closing price of DKK 343 as quoted on Nasdaq Copenhagen on
16 August 2017, the share buyback includes around 875,000 shares corresponding to 1.53% of DFDS' total share capital.
At the time of purchase, the price paid may not differ from the purchase price quoted on Nasdaq Copenhagen by more than 10%.
The share buyback has been set up and structured in accordance with the safe harbour rules in art. 5 of the Market Abuse Regulation and the European Commission Regulation 1052/2016 of 8 March 2016.
In accordance with the Market Abuse Regulation article 5, the purpose of the share buyback is to reduce the share capital and meet DFDS' obligations under its share and share option programmes.
Lauritzen Foundation has committed to participating pro rata in the share buyback programme with a share of 42.0%, approximately equal to its current shareholding in DFDS.
DFDS has entered into an agreement with Nordea Danmark, branch of Nordea Bank AB (Publ), Sverige, ("Nordea") as Lead Manager, and Nordea will, on behalf of DFDS, execute the purchase of shares and undertake all purchase transactions independently of, and without influence by, DFDS.
The pro rata buyback from Lauritzen Foundation entails Lauritzen Foundation selling a pro rata number of shares in DFDS on each trading day. Settlement of the buybacks from Lauritzen Foundation shall be made at the volume-weighted average purchase price of the other buybacks under the share buyback on the relevant trading day.
DFDS is entitled to stop or suspend the share buyback. Should this occur, DFDS will immediately release a company announcement to this effect to Nasdaq Copenhagen and Nordea will cease buying back shares.
The following guidelines apply to the share buyback:
- The trading volume of shares in the Company is limited to a total value of DKK 300m, including the number of shares which Lauritzen Foundation is committed to selling
- At the current share price, this corresponds to a share buyback of approximately 875,000 shares or 1.53% of DFDS' share capital
- The maximum number of shares that can be purchased under the share buyback programme is 3,000,000 shares
- The maximum number of shares that may be purchased on any given trading day cannot exceed 25% of the average daily trading volume of DFDS shares on Nasdaq Copenhagen calculated for the 20 trading days preceding the date of purchase
- During the lifespan of the share buyback, shares must not be purchased at prices that are higher than the following two prices:
- The price of the last reported independent trade
- The price of the highest independent bid on Nasdaq Copenhagen.
At the beginning of each week, DFDS will disclose the number and value of shares bought back in the previous week in a company announcement to Nasdaq Copenhagen.
Niels Smedegaard, CEO, +45 33 42 34 00
Torben Carlsen, CFO, +45 33 42 32 01
Søren Brøndholt Nielsen, IR, +45 33 42 33 59