THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
DONG Energy A/S (‘DONG Energy’) (NASDAQ OMX: DENERG), has received the following information from New Energy Investment S.à.r.l. (‘NEI’):
NEI has launched an accelerated bookbuild offering to institutional investors (the ‘Transaction’) of 22,700,000 existing shares in DONG Energy, equivalent to 5.4% of the outstanding shares in DONG Energy. NEI is a Luxembourg company indirectly owned by entities under the control of the Merchant Banking Division of The Goldman Sachs Group, Inc.
A further notice will be issued on behalf of NEI following completion of the bookbuilding and pricing of the Transaction.
NEI has agreed to a 90-day lock-up period from the date hereof, subject to waiver with the prior written consent of the majority in number of the managers conducting the bookbuilding process and to certain customary exceptions.
Assuming all the shares available in the Transaction are sold, NEI will, after completion of the Transaction, hold 33,244,742 shares in DONG Energy corresponding to 7.9% of the outstanding shares in DONG Energy.
DONG Energy will not receive any proceeds from the Transaction.
Further, DONG Energy has been informed that Mr. Martin Hintze, who is a managing director at Goldman Sachs International and currently a member of the Board of Directors of DONG Energy, intends not to seek reelection at DONG Energy’s next annual general meeting, currently scheduled for 2 March 2017.
For additional information, please contact:
+45 99 55 91 00
Henrik Brünniche Lund
+45 99 55 97 22
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT‘), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN AND AUSTRALIA.
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED DIRECTIVE 2003/71/EC AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE ‘PROSPECTUS DIRECTIVE‘) (EACH A ‘RELEVANT MEMBER STATE‘), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING THE PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN RELEVANT MEMBER STATES WHO ARE ‘QUALIFIED INVESTORS‘ WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (‘QUALIFIED INVESTORS’).
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) 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 (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)-(D) (‘HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC’) OF THE ORDER, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS (‘RELEVANT PERSONS’). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.
IN DENMARK, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS.