TDC : Call Event Notice (Hybrid)

TDC : Call Event Notice (Hybrid)


€750,000,000 Callable Subordinated Capital Securities due 3015 (the "Securities")
(ISIN: XS1195581159)

Call Event Notice

Unless otherwise defined, all capitalised terms used herein shall have the same meanings given to them in the terms and conditions of the Securities.

Change of Control

Following the announcement of its voluntary recommended conditional public cash takeover on 28 February 2018, on 4 May 2018, DK Telekommunikation ApS acquired shares representing more than 90 per cent of the total share capital and all voting rights of TDC A/S (the "Change of Control").

Ratings Downgrade

In addition, pursuant to public announcements and/or confirmations in writing (the "Ratings Announcements") to TDC A/S (the "Issuer"), the Issuer's credit rating has been downgraded (the "Ratings Downgrade") since 4 May 2018 as follows:

Fitch Ratings Ltd ("Fitch") Moody's Investors Service España, S.A. ("Moody's") Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P")
From To From To From To
BBB- B+ Baa3 B1 BBB- B+

Each of Fitch, Moody's and S&P has confirmed in each relevant Ratings Announcement that the Ratings Downgrade resulted, in whole or in part, from the occurrence of the Change of Control.

As a result of the Change of Control and the Ratings Downgrade, notice is hereby given to the Securityholders that a Change of Control Call Event has occurred, pursuant to Condition 6(g)(A) (Redemption and Purchase – Redemption following a Change of Control). Accordingly, the Issuer hereby announces that it will elect to exercise the Change of Control Call Option and redeem the Securities, further to the occurrence of the Change of Control Call Event. Accordingly, the Securities will be redeemed in whole on 29 June 2018 at a redemption price of 100 per cent. of their aggregate principal amount (together with interest accrued to (but excluding) 29 June 2018 and any Outstanding Payments).

This announcement contains inside information for the purposes of the EU Market Abuse Regulation (EU) 596/2014. In accordance with the above and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Dennis Callesen, Investor Relations Manager of the Issuer.

This Notice is given by TDC A/S. Securityholders should contact the following for further information:

BNP Paribas Securities Services, Luxembourg Branch
60 Avenue J.F.  Kennedy
L1855- Luxembourg

Tel:                                     +352 (0)2696 2000
Fax:                                    +352 (0)2696 9757
Attention:      Corporate Service Luxembourg/Lux Emetteurs / Lux GCT

Date: 9 May 2018