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 Date Publication of the demerger plan and demerger statement as well as notice 22 March 2024 convening the extraordinary general meeting of APMM
Extraordinary general meeting of APMM 26 April 2024 Cut-off date (last day of trading in APMM shares including its towage 29 April 2024 at and marine service activities) 5.00 p.m. (CEST)
First day of trading in the shares of Svitzer Group 1 May 2024 at 5.59 p.m. (CEST)
Record date (the time of specification of the APMM shareholders that are 1 May 2024 at to 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 2024 Changes 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.
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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.
