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.
30 May 2018
TDC A/S CONSENT SOLICITATIONS
to holders of its outstanding
EUR 500,000,000 3.75 per cent. Notes due 2022
GBP 550,000,000 5.625 per cent. Notes due 2023
(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
Preliminary Results as at the Early Instruction Deadline
The Early Instruction Deadline was 4.00 p.m. (London Time) on 28 May 2018. Based on Electronic Voting
Instructions received as at the Early Instruction Deadline, the Issuer expects that the relevant Meetings will
be quorate and that each Extraordinary Resolution will be approved. Noteholders of each Series of Notes
may continue to submit Electronic Voting Instructions up to the Expiration Deadline at 4.00 p.m. (London
time) on 1 June 2018 (subject to the right of the Issuer to extend, re-open and/or terminate the relevant
Consent Solicitation), but such Noteholders will not be eligible to receive the Early Participation Fee in
respect of those Consent Instructions.
The Issuer will pay the Early Participation Fee no later than the fifth Business Day following the applicable
Meeting at which the Extraordinary Resolution is passed for the relevant Series.
The Issuer may, at its option and in its sole discretion, extend, or waive any condition of, any Consent
Solicitation at any time and may amend or terminate such Consent Solicitation at any time (subject in each
case to applicable law and provided that no amendment may be made to the terms of the relevant
Extraordinary Resolution). Details of any such extension, waiver, amendment or termination will be
announced as promptly as practicable after the relevant decision is made. Save as expressly set out herein,
the terms of the Consent Solicitation will continue in full force and effect.
Once submitted, an Electronic Voting Instruction is irrevocable (save in certain limited circumstances as
provided in the Consent Solicitation Memorandum).
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
DK-2300 Copenhagen S
Telephone: +45 61 61 29 96
Attention: Nordea Liability Management
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
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: David Shilson
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