Announcement

TDC : TDC A/S Consent Solicitations

TDC : TDC A/S Consent Solicitations


The distribution of this announcement in certain jurisdictions may be restricted by law, and persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Nothing in this announcement constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security.

23 May 2018

TDC A/S CONSENT SOLICITATIONS

to holders of its outstanding

EUR 500,000,000 3.75 per cent. Notes due 2022 (the "2022 Notes")

and the

GBP 550,000,000 5.625 per cent. Notes due 2023 (the "2023 Notes")

(each a "Series" and, together, the "Notes")

On 15 May 2018, TDC A/S (the "Issuer") invited holders of each Series of the Notes to consent to waive certain change of control put option rights contained in the terms and conditions (in respect of each Series, the "Conditions") of the relevant Series in connection with the acquisition by DK Telekommunikation ApS of the outstanding shares of the Issuer (the "Acquisition"), as proposed by the Issuer for approval by way of an extraordinary resolution of the holders of each such Series (an "Extraordinary Resolution"), and all as further described in the consent solicitation memorandum dated 15 May 2018 (the "Consent Solicitation Memorandum", and each such invitation in respect of a Series, a "Consent Solicitation"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.


Updates to Credit Ratings

Further to its announcement of 22 May, the Issuer has been advised that Fitch Ratings has downgraded the Issuer's senior unsecured debt, including the Notes, to 'B+(EXP)' from 'BB-(EXP)', and removed it from Rating Watch Evolving.

As the downgrade could be considered materially prejudicial to Noteholders who have already submitted Electronic Voting Instructions prior to the date hereof, the Issuer will permit Noteholders who have already submitted Electronic Voting Instructions to revoke their instructions at any time up to 4.00 p.m. (London Time) on 25 May 2018 (subject to the earlier deadlines required by the Clearing Systems and any intermediary or Direct Participants through which Noteholders hold their Notes).

An Electronic Voting Instruction submitted prior to the release of this announcement may be revoked by the relevant Noteholder, or the relevant Direct Participant on its behalf, by submitting a valid electronic revocation instruction to the relevant Clearing System. To be valid, such instruction must specify the Notes to which the original Electronic Voting Instruction related and any other information required by the relevant Clearing System.

For the avoidance of doubt, any Noteholder who does not exercise any such right of revocation in the circumstances and in the manner specified above shall be deemed to have waived such right of revocation and its original Electronic Voting Instruction will remain effective.

Electronic Voting Instructions submitted after the release of this announcement will be irrevocable except in the limited circumstances described in the Consent Solicitation Memorandum.

Save as expressly set out herein, the terms of the Consent Solicitation will continue in full force and effect.


Further details about the transaction can be obtained from:

The Solicitation Agent

Nordea Bank AB (publ)

c/o Nordea Danmark, filial af Nordea Bank AB (publ), Sverige

Grønjordsvej 10

DK-2300 Copenhagen S

Denmark

Telephone: +45 61 61 29 96

Attention: Nordea Liability Management

Email: NordeaLiabilityManagement@nordea.com

In this announcement, references to "Solicitation Agent" shall be construed to include a reference to any of

the branch offices of Nordea Bank AB (publ) and/or any successor entity pursuant to a merger or

reorganisation wherein the surviving entity assumes the obligations of Nordea Bank AB (publ). The

Solicitation Agent is not acting through a U.S. broker-dealer affiliate and, accordingly, will not discuss the

Consent Solicitations or the contents of this announcement with any Noteholder who is unable to confirm

it is not located or resident in the United States.

The Tabulation Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: David Shilson

Email: tdc@lucid-is.com

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.


None of the Issuer, the Solicitation Agent, the Tabulation Agent or any director, officer, employee, agent

or affiliate of any such person is acting for any Noteholder, or will be responsible to any Noteholder for

providing any protections which would be afforded to its clients or for providing advice in relation to any

Consent Solicitation or any Extraordinary Resolution, and accordingly none of the Issuer, the Solicitation

Agent, the Tabulation Agent or any director, officer, employee, agent or affiliate of any such person, makes

any recommendation whether Noteholders should participate in the relevant Consent Solicitation(s) or

otherwise participate at the relevant Meeting(s) or whether or not to exercise the Put Option in respect of

their Notes and none of the Solicitation Agent, the Tabulation Agent or any director, officer, employee,

agent or affiliate of any such person, makes any representation whatsoever regarding the Consent

Solicitations. This announcement must be read in conjunction with the Consent Solicitation Memorandum.

No offer to acquire any Securities is being made pursuant to this notice. This announcement, the Notice

and the Consent Solicitation Memorandum contain important information, which should be read carefully

before any decision is made with respect to the Consent Solicitation. If any holder of Securities is in any

doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax

consequences, from its broker, bank manager, solicitor, accountant or other independent adviser.

This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation

to participate in the Consent Solicitations in any jurisdiction in or from which, or to or from any person to

or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The

distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.

Persons into whose possession the Consent Solicitation Memorandum comes are required by each of the

Issuer, the Solicitation Agent and the Tabulation Agent to inform themselves about, and to observe, any

such restrictions.


Attachment