Initiates demerger and separate listing of its towage and marine
services activities in Svitzer
ANNOUNCEMENT
A.P. Møller - Mærsk A/S –
Initiates demerger and separate listing of its towage and marine
services activities in Svitzer
In line with its Global Integrator strategy,
A.P. Møller - Mærsk A/S (APMM) has in recent years taken several
steps to simplify its business and focus on integrated logistics.
Building on this, the Board of Directors of APMM has decided to
initiate the separation of APMM’s towage and marine services
activities through a demerger. As part of the demerger, the shares
in Svitzer A/S (Svitzer) and its subsidiaries as well as certain
other related assets and liabilities will be contributed by APMM to
a new legal entity under the name of Svitzer Group A/S (Svitzer
Group), the shares of which are expected to be admitted for trading
and official listing on Nasdaq Copenhagen A/S (Nasdaq
Copenhagen).
Following the anticipated signing and
publication of statutory demerger documents by APMM on or around 22
March 2024, the Board of Directors of APMM intends to propose the
demerger for approval by the APMM shareholders at an extraordinary
general meeting expected to be held on 26 April 2024. Subject to
such approval at the extraordinary general meeting of APMM, the
shares in Svitzer Group will be distributed to APMM shareholders,
who in addition to their existing shareholding in APMM, will become
shareholders in Svitzer Group. The anticipated first day of trading
for the shares of Svitzer Group on Nasdaq Copenhagen is on 30 April
2024.
The Board of Directors of APMM intends to
propose a single share class structure for Svitzer Group with
shares in Svitzer Group being distributed to the APMM shareholders
pro-rata based on the nominal value of the shares held in APMM. It
will be proposed that the APMM shareholders will receive one share
in Svitzer Group per nominal APMM DKK 500 share and two shares in
Svitzer Group per nominal APMM DKK 1,000 share.
The demerger and distribution of the Svitzer
Group shares will be tax-exempt for Danish tax purposes.
A.P. Møller Holding A/S, which holds around
41.5% of the total share capital in APMM, has agreed to a 360-days
lockup of its expected shareholding in Svitzer Group, subject to
certain customary exemptions.
Information about Svitzer
In 2022, revenue was
USD 774m and EBITDA was USD 229m. In 2023, revenue was USD 839m and
EBITDA was USD 246m. Svitzer plans to publish its consolidated
annual report for 2023 on 26 February 2024.
The Executive
Management team of Svitzer currently consists of CEO Kasper Friis
Nilaus and CFO Knud Winkler, who will also serve as the Executive
Management team in the future listed company, Svitzer Group. The
new Board of Directors of Svitzer consists of Chair Morten H.
Engelstoft, Vice Chair Robert M. Uggla, Christine Morris, and Peter
Wikström, who will be proposed as members of the Board of Directors
in Svitzer Group with effect from completion of the demerger on 26
April 2024. Moreover, it is the intention to propose one or two
additional independent candidates to join the Board of Directors of
Svitzer Group at its annual general meeting in 2025.
Svitzer will continue
to be headquartered in Copenhagen and operate under the Svitzer
name.
Expected timetable of
principal
events
DatePublication of 2023 annual report for
Svitzer
26 February 2024Capital Markets Day for
Svitzer
5 March 2024Publication of statutory demerger documents by
APMM
22 March 2024Notice convening an extraordinary APMM general
meeting
22 March 2024Extraordinary APMM general
meeting
26 April 2024First day of trading and official listing of shares of
Svitzer Group on Nasdaq Copenhagen
30 April
2024
Page 1 of 2
Further information
Additional details on Svitzer will be made available in
connection with the publication of the 2023 annual report for
Svitzer. Furthermore, Svitzer will host a Capital Markets Day for
institutional investors and analysts on 5 March 2024. At the event,
Svitzer’s management will provide a full presentation of the
company’s strategy, operations, and financial performance followed
by an opportunity for Q&A.
Further details on the demerger and separate listing of Svitzer
will be made available on www.maersk.com when the statutory
demerger documents have been published (expected 22 March
2024).
A prospectus prepared by Svitzer is expected to be made publicly
available in due time prior to the extraordinary general meeting of
APMM.
Copenhagen, 8 February 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 A.P. Møller - Mærsk A/S (APMM),
Svitzer A/S (Svitzer) or Svitzer Group A/S (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.
Page 2 of 2
- Announcement - Demerger and separate listing of Svitzer
AP Moller Maersk AS (TG:DP4A)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
AP Moller Maersk AS (TG:DP4A)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024