Correction: Publication of demerger plan
Correction made to the date of first day of trading in the
shares of Svitzer Group in the English announcement.
ANNOUNCEMENT
A.P. Møller - Mærsk A/S –
Publication of demerger plan
In continuation of the
announcement on 8 February 2024, the A.P. Møller - Mærsk A/S (APMM)
Board of Directors has today signed and published a demerger plan
for a tax-exempt demerger of APMM with the purpose of separating
the company’s towage and marine services activities.
As previously
announced, the demerger will be completed by APMM injecting 100% of
the shares of Svitzer A/S (Svitzer), including Svitzer’s
subsidiaries as well as certain other assets and liabilities
related to APMM’s towage and marine services activities, to a new
company, Svitzer Group A/S (Svitzer Group), which will be
established as part of the demerger. All other activities will
remain in APMM.
Upon completion of the
demerger, APMM’s shareholders will receive shares in Svitzer Group.
The shares will be distributed evenly among APMM’s shareholders, so
that every A or B share in APMM of nominally DKK 1,000 will receive
2 new shares of nominally DKK 10 and every A or B share of APMM of
nominally DKK 500 will receive 1 new share of nominally DKK 10.
Svitzer Group will have a single share class structure and all
shares of Svitzer Group will have equal rights.
The demerger is
subject to adoption on APMM’s extraordinary general meeting. Notice
convening APMM’s extraordinary general meeting is expected to be
published later today.Upon completion of the demerger, the shares
of Svitzer Group will be admitted to trading and official listing
on Nasdaq Copenhagen A/S.
Expected timetable of
principal events of
demerger
DatePublication of the demerger plan and demerger
statement as well as
notice
22 March 2024convening the extraordinary general meeting of
APMM
Extraordinary general meeting of
APMM
26 April 2024Cut-off date (last day of trading in APMM shares
including its
towage
29 April 2024 atand marine service
activities)
5.00 p.m. (CEST)
First day of trading in the shares of
Svitzer
Group
30 April 2024
Record date (the time of specification
of the APMM shareholders that
are
1 May 2024 atto receive shares in Svitzer Group in connection with
the
demerger)
5.59 p.m. (CEST)Delivery of shares of Svitzer Group in Euronext
Securities to receiving shareholders
2 May 2024Changes to the timetable may occur, which will then be
published via Nasdaq Copenhagen A/S.
Further
information
Further details on the
demerger and listing of Svitzer Group are made available on APMM’s
website (investor.maersk.com), including the terms and conditions
of the demerger and the articles of association for Svitzer Group,
which can be found in the demerger plan.
In connection with the
listing, Svitzer A/S has prepared a prospectus which will be
available on www.svitzer.com/investor later today.
Citigroup Global
Markets Limited and Danske Bank A/S are Joint Global Coordinators
and Managers, and Nordea Danmark, filial af Nordea Bank Abp,
Finland, Skandinaviska Enskilda Banken, Danmark, filial af
Skandinaviska Enskilda Banken AB (publ), Sverige, BNP Paribas, and
HSBC Continental Europe S.A., Germany are Managers on the
contemplated demerger and listing of Svitzer Group.
Page 1 of 2
Gorrissen Federspiel
Advokatpartnerselskab and Davis Polk & Wardwell London LLP are
acting as legal counsel to APMM, Svitzer and Svitzer Group. Plesner
Advokatpartnerselskab and Milbank LLP are acting as legal counsel
to the Joint Global Coordinators and Managers.
Copenhagen, 22 March 2024
Contact person: Head of Investor
Relations, Stefan Gruber, tel. +45 3363 3484
Important notice
This announcement does not constitute
a prospectus or an offering memorandum and nothing herein contains
an offering of securities in APMM, Svitzer or Svitzer Group. This
announcement is not for publication, distribution or release,
directly or indirectly, in or into any jurisdiction where
publication, distribution or release would be unlawful.
This announcement is not an offer to
sell or a solicitation of any offer to buy any securities issued by
APMM, Svitzer or Svitzer Group nor shall it or any part of it nor
the fact of its distribution or communication form the basis of, or
be relied on in connection with, any contract, commitment or
investment decision in relation thereto.
This announcement does not constitute,
or form part of, an offer to sell, or a solicitation of an offer to
purchase, any securities in the United States. The securities of
Svitzer Group have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities Act”).
Matters discussed in this announcement
may constitute forward-looking statements. Forward-looking
statements are statements that are not historical facts and that
can be identified by words such as “believe”, “expect”,
“anticipate”, “intends”, “estimate”, “will”, “may”, “continue”,
“should”, and similar expressions. The forward-looking statements
in this announcement are based upon various assumptions, many of
which are based, in turn, upon further assumptions. Although each
of APMM, Svitzer and Svitzer Group believes that these assumptions
were reasonable when made, these assumptions are inherently subject
to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks,
uncertainties, contingencies and other important factors could
cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking
statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date
and are subject to change without notice.
Page 2 of 2
- Announcement - Publication of Svitzer demerger plan
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