RNS Number:5826Z
TDC A/S
09 June 2004
Copenhagen, Denmark - SBC Communications Inc. that indirectly owns approx. 41.6
per cent of the share capital of TDC, has informed TDC of its intention to sell
at least 69,436,344 ordinary shares of TDC, equal to approx. 32.1 per cent of
the total share capital. Such disposal may be made, in part, by means of a
private placement in the form of an accelerated book built offering to the
investors procured by certain financial institutions acting as agents and
standby underwriters and, in part, by offering to TDC the opportunity to
purchase up to 18,084,363 own shares.
In response, TDC has stated its intention, subject to the outcome of the ABO
being satisfactory to TDC, to acquire up to 18,084,363 own shares corresponding
to approx. 8.4 per cent of the total share capital. The purchase price would
depend on the outcome of the ABO, provided such price is acceptable to TDC and
is not higher or lower than the price that TDC is authorized to purchase shares
at in accordance with the authority granted to TDC's board at TDC's Annual
General Meeting on 29 March 2004. After such an acquisition, TDC would own 10
per cent of the total share capital in the company.
Jonathan Klug, Larry Boyle and Rick Moore have announced that they will resign
as board members of TDC subject to and immediately upon settlement of the
transaction taking place. James Callaway and Lloyd Kelley have announced that
they will resign as board members of TDC with effect not later than at the
extraordinary general meeting mentioned below, and J. Kenneth Raley has
announced that he will resign as member of the Executive Committee of TDC and as
member of the board of directors of any TDC subsidiary subject to and
immediately upon settlement of transaction taking place.
Consequently, the Board of Directors expect to call an Extraordinary General
Meeting of shareholders for the election of new board members shortly.
Since the board will change significantly, the new board will review the
company's long-term strategy.
TDC has from time to time been approached by other parties within the industry
with a view to investigate possible partnerships or strategic transactions at
group level. Recent contacts have been terminated while at a preliminary stage
and no discussions are on-going. TDC does not intend to participate in any
discussions until the new constituted board has completed the review of the
long-term strategy.
Danske Markets (Division of Danske Bank A/S) acts as financial adviser to TDC.
This information is provided by RNS
The company news service from the London Stock Exchange
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