Investor information

Investor information

Policy

TDC strives to create and maintain an open dialogue with its investors and to provide investors with information relevant for making reasoned investment decisions about the Company's debt and equity securities. TDC's disclosure practices are designed to give all investors fair and equal access to this information.

Marketed offering of shares in TDC

On 13 December TDC, on behalf of its majority shareholder NTC S.A. and NTC Holding G.P. & Cie S.C.A. (together 'NTC'), companies indirectly controlled by investment funds directly or indirectly advised or managed by Apax Partners LLP, the Blackstone Group, Kohlberg Kravis Roberts & Co LP, Permira Advisers KB and Providence Equity LLP, announced the completion of a <_Text Box 516/>marketed offering of 210 million existing shares in TDC A/S to Danish retail and Danish and international institutional investors at a price of DKK 51 per share. With the offering completed, NTC has reduced its investment in TDC and TDC broadened its shareholder base. NTC remains the majority shareholder in TDC after the offering. TDC issued no shares as part of the offering and received no proceeds.

Share buy-back

Following the divestment of Sunrise and the repayment of certain debts and with due regard to the Company's existing credit facilities and profits from operations, TDC was viewed to be overcapitalised and it was assessed that shareholder value would be increased by returning excess cash to the shareholders. On 13 December, TDC completed a share buy-back of 176,468,549 shares for an aggregate amount of DKK 9bn at a price of DKK 51 per share, which was the same price as the offer price in the marketed offering.

As of year-end 2010 TDC held 175,117,518 treasury shares. TDC expects to reduce the share capital by cancelling 166,875,885 shares. Following such a capital reduction, the number of issued shares would amount to 825,000,000 and the number of treasury shares would amount to 8,241,633. The expected capital reduction is subject to approval by the Annual General Meeting.

The remaining treasury shares may be used for the following purposes:

  • in connection with incentive and other remuneration programmes for the TDC's executive management and employees
  • as consideration for acquisitions of other businesses.

Shareholders

TDC is listed on NASDAQ OMX Copenhagen. At year-end 2010, TDC A/S' outstanding shares and voting rights were distributed as shown in the table.

TDC's ownership base exceeds 38,000 shareholders at year-end 2010 and includes Danish and international institutional investors as well as Danish retail investors and TDC employees.

Prior to NTC's offering of shares in TDC A/S, TDC's management were invited to invest in NTC. In connection with the offering of shares in TDC A/S, TDC's management has received shares in TDC A/S and/or cash. In addition, TDC made a one-time grant for free of shares in TDC to all TDC employees. In total TDC's management and employees received 11,626,249 shares, corresponding to 1.4% of the shares outstanding.

Shareholder geography (outstanding shares)
FusionCharts.
  • Not registered
  • Rest of World
  • US
  • Rest of Europe
  • UK
  • Rest of Nordic
  • Denmark

Ownership as of year-end 2010
Number of shares Distribution of shares
NTC (NTC Parent S.à r.l.)1 482,368,645 59.1%
Arbejdsmarkedets Tillægspension (ATP) 54,695,065 6.7%
Singapore Investment Corporation Pte Ltd. 42,857,463 5.3%
Other institutional shareholders 158,291,866 19.3%
Retail shareholders 45,570,535 5.6%
Not registered 32,974,793 4.0%
Total outstanding shares2 816,758,367 100%
  1. Source: VP Securities and major shareholders.
  2. Including 31,500,000 over-allotment shares returned to NTC pursuant to a stock lending agreement, cf. Company announcement 2/2011 of 14 January 2011.
  3. The total number of shares outstanding is the total 991,875,885 shares issued minus 175,117,518 treasury shares (after the share buy-back and shares granted to employees). TDC may not vote in respect of its treasury shares at General Meetings.

Capital structure

The Board of Directors has assessed TDC's capital structure following the completion of the share buy-back and found that it accommodates both its shareholders' interests and the Company's continued development.

Dividend for 2010-2011

The Board of Directors does not expect to recommend a dividend for the year ended 31 December 2010.

For the financial year 2011, the Board of Directors expects to recommend a dividend of DKK 4.35 per outstanding share, of which DKK 2.18 is expected to be distributed in August 2011 and the remainder in the first quarter of 2012.

Dividend policy

The Board of Directors has adopted a dividend payout policy of 80% to 85% of Equity Free Cash Flow in a given financial year with 40% to 50% of the full-year amount to be distributed in the third quarter of the year and the remainder to be distributed following approval of the Annual Report in the first quarter of the subsequent year. Dividends may be distributed in the form of ordinary or extraordinary dividends or share buy-back or a combination of these. Dividends paid to the Company's shareholders may be subject to tax withholdings.

Appointment and replacement of members of the Board of Directors

According to the Company's Articles of Association, the Board of Directors shall consist of three to ten members elected by the Annual General Meeting. Board members elected by shareholders serve a one-year term and may be re-elected.

Amendments of Articles of Association

A resolution to amend the Company's Articles of Association is subject to adoption by a qualified majority or by unanimity as stated in Sections 106 and 107 of the Danish Companies Act. The Company's Articles of Association contain no further requirements than those stated in the Danish Companies Act regarding amendments of articles of association.

Authorisations to the Board of Directors

Until the Annual General Meeting 2011, the Board of Directors is authorised to decide that the Company, in accordance with the regulations of the Danish Companies Act, is permitted to acquire treasury shares at a nominal value of up to DKK 500m at a maximum price of DKK 100 per share of nominally DKK 1 and not lower than DKK 1 per share. Further, the authorisation shall be limited to a total acquisition of own shares of DKK 9bn. The authorisation has been utilised in connection with the Company's buy back of shares.

Furthermore, the Company's Articles of Association contain the following authorisations to the Board of Directors:

  • Until 18 March 2014, the Board of Directors is authorised to increase the share capital by up to DKK 108,229,770. The increase may be effected by cash payment or by payment in values other than cash. Subscription of shares may disregard the pre-emption right of shareholders.
  • Until 25 April 2011, the Board of Directors is authorised to issue warrants on one or more occasions to the managers of the Company or its subsidiaries as well as the Chairman and Vice Chairman of the Board of Directors to subscribe for shares in the Company at a nominal value of up to DKK 49,593,790 The subscription price cannot be lower than the listed share price on the trading day immediately prior to the Board's decision to use this authorisation. In connection with the decision to issue warrants the Board of Directors is authorised, until and including 25 April 2011, to increase the share capital of the Company on one or more occasions by a nominal amount of up to DKK 49,593,790 in total. The capital increase(s) shall be implemented by cash payment when the warrants are exercised. The shareholders shall have no pre-emption right to shares issued through the exercise of warrants. The Board of Directors is furthermore authorised to offer to those employees who are granted warrants pursuant to the abovementioned authorisation an agreement regarding taxation under article 7H of the Danish Tax Assessment Act, if the statutory prerequisites for this are otherwise met.
  • Finally, the Board of Directors is authorised to resolve to distribute an interim dividend, provided that the Company's and the Group's financial position warrants such distribution. The authorisation has no time limit.

Share price

Trading activity in the TDC share was limited prior to the marketed offering of shares in TDC in December 2010. However, in the short period from the completion of the offering until year-end, the TDC share was the second most traded share on NASDAQ OMX Copenhagen.

On 10 May 2010, the Company completed a share split by which each share of nominal DKK 5 was split into five shares of nominal DKK 1. The total nominal share capital is unaffected by the share split.

Share-price-UK.png

Financial calendar

TDC's financial calendar is available at investor.tdc.com.

Financial calendar 2011
13 January Start of closed period prior to Financial Statements for 2010
25 January Deadline for the Company's shareholders to submit a written request to have a specific business included in the agenda for the Annual General Meeting on 9 March 2011
3 February Financial Statements for 2010
8 February Annual Report 2010 public on investor.tdc.com
9 March Annual General Meeting
13 April Start of closed period prior to Interim Financial Statements January - March 2011
4 May Interim Financial Statements January - March 2011
8 July Start of closed period prior to Interim Financial Statements January - June 2011
29 July Interim Financial Statements January - June 2011 including the Board of Director's decision to distribute interim dividend. The shares are being traded without dividend.
3 August Payment of dividend
7 October Start of closed period prior to Interim Financial Statements January - September 2011
28 October Interim Financial Statements January - September 2011
31 December End of financial year 2011

TDC share information
Stock exchange NASDAQ OMX Copenhagen
Share capital DKK 991,875,885
Denomination DKK 1
Number of shares 991,875,885
Classes of shares One
ISIN code DK0060228559

Investor relations website

The Company's investor relations site investor.tdc.com provides access to information on the TDC share, financial information, financial reports, announcements, financial calendar, the Annual General Meeting, corporate governance and investor relations contact details. The investor relations site also provides investors with advanced sign-up, portfolio and reminder functions for price performance, webcasts, presentations and analyst conference calls.

Guidance

For the Company's guidance for 2011, please see 'Guidance' and investor.tdc.com.

Contacts

Investor enquiries regarding the Company's shares and debt instruments should be made to TDC Investor Relations:

Flemming Jacobsen
Head of Investor Relations
TDC Investor Relations
Teglholmsgade 3
DK-0900 Copenhagen C
Denmark
Tel: +45 66 63 76 80 Fax +45 33 15 75 79
investorrelations@tdc.dk
investor.tdc.com.

Enquiries regarding holdings of the Company's shares should be made to the Company's register of shareholders:

VP SECURITIES A/S
Weidekampsgade 14
DK-2300 Copenhagen
Denmark
Tel: +45 43 58 88 88
vp.dk

Til top

Add page to

You can add pages or sections to your own TDC report.

Go to your Personal report page to add or remove pages, and download your report