Svitzer Group A/S has now been established with contemplated first
day of trading and official listing on Nasdaq Copenhagen A/S on 30
April 2024
At the extraordinary general meeting of A.P. Møller - Mærsk A/S
(“APMM”) held on 26 April 2024, it was resolved to complete the
tax-exempt, partial demerger of APMM effected through a
contribution of APMM’s shares in Svitzer A/S and its subsidiaries
as well as certain other related assets and liabilities to a newly
incorporated Danish limited liability company, Svitzer Group A/S
(“Svitzer Group”). Thus, Svitzer Group has today been incorporated
and registered with the Danish Business Authority with company
registration number (CVR number) 44791447.
The articles of association of Svitzer Group will be available
on Svitzer Group’s website, www.svitzer.com.
Svitzer Group has today submitted its application for admission
to trading and official listing of its shares on Nasdaq Copenhagen
A/S. The first day of trading and official listing of the shares in
Svitzer Group on Nasdaq Copenhagen A/S is expected to take place on
30 April 2024 at 9.00 a.m. (CEST), under the permanent ISIN code
DK0062616637 and ticker symbol SVITZR. Svitzer Group’s LEI code is
6488DDN3LEB9H3531440.
The shares of Svitzer Group are distributed proportionally 1:2
to the holders of APMM shares of a nominal value of DKK 1,000 and
proportionally 1:1 to the holders of APMM shares of a nominal value
of DKK 500 that are registered as holders of shares in APMM in VP
Securities A/S (“Euronext Securities”) at 5:59 p.m. (CEST) on 1 May
2024.
Any ordinary trading in the shares of APMM prior to 29 April
2024 at 5:00 p.m. (CEST) will include an entitlement to receive
shares in Svitzer Group for the buyer in connection with the
demerger of APMM. However, this will not apply if the registration
in Euronext Securities of a particular trade in shares of APMM does
not take place until after 1 May 2024 at 5:59 p.m. (CEST). Any
trading in the shares of APMM after 29 April 2024 at 5:00 p.m.
(CEST) will be exclusive of rights to receive shares in Svitzer
Group for the buyer unless the parties to the trade in question
have taken specific measures to settle the trade in Euronext
Securities prior to 1 May 2024 at 5:59 p.m. (CEST) and, thus,
chosen not to settle according to the customary settlement cycle
with settlement occurring two trading days after the transaction
date.
For more details on this and other matters regarding the
demerger and listing, please refer to Svitzer Group’s website,
www.svitzer.com.
Morten H. Engelstoft, Chair of Svitzer Group’s Board of
Directors comments: “With the demerger from A.P. Møller - Mærsk
and separate listing of Svitzer, an era of 45 years under A.P.
Møller - Mærsk’s ownership comes to an end. In this period, Svitzer
has seen significant expansion and change, establishing itself as a
global market leader that operates to the highest professional
standards. Today is a landmark event in Svitzer’s 190 years’
history as the company returns to its former status as stand-alone
company with the best possible outset for delivering value to
customers, investors and other stakeholders.”
Svitzer CEO, Kasper Friis Nilaus comments: “The
separation from A.P. Møller - Mærsk and separate listing of Svitzer
on Nasdaq Copenhagen provides a solid platform for us to continue
executing on our strategy and building our position in the market
in the years to come. We are excited about and fully ready to
become a stand-alone, listed company, offering investors the
opportunity to invest in a leading global towage and marine
services provider with a strong, steadily performing underlying
business and continued growth ambitions.”
Share capital and voting rights
Svitzer Group’s share capital is DKK 315,491,100 divided into
31,549,110 shares with a nominal value of DKK 10 each. Each Svitzer
Group share with a nominal value of DKK 10 will entitle its holder
to one vote at general meetings of Svitzer Group.
Board of Directors of Svitzer Group
The Board of Directors of Svitzer Group comprises Morten H.
Engelstoft, Robert M. Uggla, Christine Morris, and Peter Wikström
with Morten H. Engelstoft as Chair and Robert M. Uggla as Vice
Chair of the Board of Directors. 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.
Executive Management of Svitzer Group
The Executive Management of Svitzer Group comprises CEO Kasper
Friis Nilaus and CFO Knud Winkler.
Auditor for Svitzer Group
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab
is auditor for Svitzer Group A/S until the next annual general
meeting in 2025, in respect of statutory financial reporting and in
respect of sustainability reporting.
For further information, please contact:
Anders Crillesen, Global Head of CommunicationsT: +45 27791286E:
anders.crillesen@svitzer.com
About Svitzer
Svitzer is a leading, global towage and marine services
provider. The core business is to assist large seaborne vessels in
manoeuvring in and out of ports and terminals to berth and unberth.
With more than 450 vessels, Svitzer’s services play a crucial role
as part of critical port infrastructure. Svitzer was founded in
1833 and serves approximately 2,000 customers in more than 140
ports and 40 terminals across 37 countries. Read more on
www.svitzer.com.
Important Information
This announcement does not constitute a prospectus or an
offering memorandum and nothing herein contains an offering of
securities in Svitzer, Svitzer Group or APMM. This announcement is
not intended for 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 Svitzer, Svitzer Group or
APMM 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.
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 Svitzer, Svitzer
Group and APMM 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 herein speak only as at its
date and are subject to change without notice.
- Svitzer Group - Company announcement - Completion -
26April2024