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.
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.
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:
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.
|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%|
|Total outstanding shares2||816,758,367||100%|
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.
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.
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.
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.
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.
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:
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.
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|
|Number of shares||991,875,885|
|Classes of shares||One|
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.
For the Company's guidance for 2011, please see 'Guidance' and investor.tdc.com.
Investor enquiries regarding the Company's shares and debt instruments should be made to TDC Investor Relations:
Enquiries regarding holdings of the Company's shares should be made to the Company's register of shareholders:
VP SECURITIES A/S
Tel: +45 43 58 88 88