Sale of 53,018,264 new Tryg A/S shares issued as part of Tryg A/S rights issue announced on 1 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR IN ANY JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PRESS RELEASE 4 March 2021
Sale of 53,018,264 new Tryg A/S shares issued as part of Tryg A/S rights issue announced on 1 March 2021
Further to the announcement on 3 March 2021, Danske Bank A/S (“Danske Bank”) and Morgan Stanley & Co. International plc (“Morgan Stanley”) (together the “Managers”) have (i) agreed to acquire 318,109,584 preemptive rights issued by Tryg A/S (“Tryg”) for a total price of DKK 1,485 million from TryghedsGruppen smba (“TryghedsGruppen”) and (ii) agreed to sell 53,018,264 new Tryg shares, issued as part of Tryg’s rights issue announced on 1 March 2021 (the “Rights Issue”), at a price of DKK 133 per share, pursuant to an accelerated bookbuild offering (the “Transaction”).
The shares sold by the Managers in the Transaction will be Interim Shares (as defined below) and will result from the Managers' exercise of the preemptive rights acquired from TryghedsGruppen.
Danske Bank and Morgan Stanley acted as Joint Global Coordinators and Joint Bookrunners in the Transaction.
In addition to TryghedsGruppen’s DKK 12.6 billion subscription in the Rights Issue as set out in the prospectus, TryghedsGruppen will use all of the proceeds received from the sale of preemptive rights in the Transaction, i.e. DKK 1,485 million (less transaction costs) to subscribe for additional new shares in the Rights Issue. Following settlement of the Transaction and said subscription for new shares by TryghedsGruppen, TryghedsGruppen will hold 45% of the shares in Tryg following the completion of the Rights Issue.
In connection with the Rights Issue and the accelerated bookbuild offering of 21,149,745 existing shares in Tryg by the Managers on behalf of TryghedsGruppen on 23 November 2020 (the “First ABO”), TryghedsGruppen has undertaken that, subject to certain exceptions, for a specific period of time (the “Lock-Up Period”) it will not dispose of any Tryg shares without the prior written consent of the Managers. The Lock-Up Period means the shorter of (i) 180 calendar days from the first day of trading of new Tryg shares issued as part of the Rights Issue in the ISIN code of its existing shares; and (ii) 23 November 2021, corresponding to 365 calendar days from the announcement of the First ABO.
Investors acquiring shares in the Transaction will receive interim shares corresponding to and representing new shares issued in connection with the Rights Issue (the "Interim Shares"). The Interim Shares ISIN code is DK0061534534 and the Interim Shares have been conditionally approved for admission to trading and official listing on Nasdaq Copenhagen in the interim ISIN code as from 4 March 2021 at 9:00 a.m. CET under the symbol "Tryg N". Interim Shares will carry the rights described in the prospectus released by Tryg in connection with the Rights Issue.
Tryg will receive all proceeds from the Transaction (less transaction costs) through subscription of new shares in the Rights Issue.
Important Information
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY 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 EXCEPT TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ALL OFFERS AND SALES OF SECURITIES OUTSIDE OF THE UNITED STATES WILL BE MADE IN RELIANCE ON, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO MAKE A PUBLIC OFFERING OF THE 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 SUBJECT TO REGULATION 2017/1129/EU (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES, THE “PROSPECTUS REGULATION”) (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 REGULATION.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN RELEVANT STATES WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”).
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION (AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 WHO ARE (I) “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 IN A RELEVANT STATE AND WHO ARE NOT A QUALIFIED INVESTORS OR IN THE UNITED KINGDOM AND ARE RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, IN RELEVANT STATES, QUALIFIED INVESTORS, AND IN THE UNITED KINGDOM, RELEVANT PERSONS.
IN DENMARK, THIS PRESS RELEASE IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS.
DANSKE BANK AND MORGAN STANLEY ARE ACTING FOR TRYGHEDSGRUPPEN AND FOR NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN TRYGHEDSGRUPPEN FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF DANSKE BANK AND MORGAN STANLEY OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. EITHER OF THE MANAGERS MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY DANSKE BANK AND MORGAN STANLEY ON BEHALF OF TRYGHEDSGRUPPEN AND IS THE SOLE RESPONSIBILITY OF TRYGHEDSGRUPPEN. APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON MORGAN STANLEY BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, DANSKE BANK AND MORGAN STANLEY DO NOT ACCEPT ANY RESPONSIBILITY WHATSOEVER AND MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING ITS ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY TRYGHEDSGRUPPEN, OR ON TRYGHEDSGRUPPEN’S BEHALF, OR BY DANSKE BANK AND MORGAN STANLEY OR ON DANSKE BANK AND MORGAN STANLEY’S BEHALF, IN CONNECTION WITH TRYGHEDSGRUPPEN OR THE TRANSACTION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR FUTURE. DANSKE BANK AND MORGAN STANLEY ACCORDINGLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH THEY MIGHT OTHERWISE HAVE IN RESPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT.
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