OREANDA-NEWS.  DONG Energy publishes Offering Circular and the indicative price range for its intended IPO

DONG Energy, a global leader in offshore wind power and a leading Danish utility business, publishes an Offering Circular and the indicative price range in connection with its intended initial public offering ("IPO" or the "Offering") and subsequent admission to trading in and official listing of its shares on Nasdaq Copenhagen.

The intended IPO is expected to support DONG Energy's future growth and strategy, advance its international profile and provide DONG Energy with improved access to public capital markets and a diversified base of new Danish and international shareholders.

The Offering consists of a base offering of between 15.1% and 17.4% of the existing shares in the Company through a partial sell-down by the current shareholders of DONG Energy other than employee shareholders.

The Kingdom of Denmark, as majority shareholder, will sell part of its current shareholding while maintaining a 50.1% shareholding after the IPO.

No new shares will be issued in the IPO.

The indicative price range has been set at DKK 200 to DKK 255 per share of DKK 10 nominal value corresponding to an implied market capitalisation of DONG Energy of between DKK 83.5 billion to DKK 106.5 billion.

Claus Hjort Frederiksen, Minister of Finance, the Kingdom of Denmark:

"The IPO is an important milestone in the development of DONG Energy. The company has grown from primarily being a Danish utility business to becoming a growing international company with a leading position in the offshore wind sector. DONG Energy is well placed to build on its position as a truly great Danish business. Recognition goes to the board, management and employees, for all of the hard work they have put into developing the company."

Thomas Thune Andersen, Chairman of the Board of Directors, DONG Energy:

"Over the past decade, DONG Energy has transformed itself. It is now a financially secure, fast growing, profitable business with a leading position in the exciting offshore wind sector. We have built a strong and differentiated profile in renewable energy and made excellent progress towards becoming a leader among European energy companies in the transition to renewable energy. We look forward to welcoming new shareholders who can join us in our journey towards building a greener energy future."

Henrik Poulsen, CEO of DONG Energy:

"DONG Energy is one of the fastest growing energy companies in Europe, and a world leader in offshore wind. We have constructed 22 offshore wind farms, and hold a market share of 26% of the globally installed offshore wind capacity. Our continued profitable growth towards 2020, which will more than double our installed capacity, is supported by a robust and highly visible offshore wind build out plan. At the same time, we have come a long way in optimising and shaping our Danish utility and oil and gas divisions to be able to contribute with strong cash flows going forward. All DONG Energy employees deserve tremendous credit for getting the company ready for this IPO."

The base offering comprises of up to 72,834,393 shares in DONG Energy, equal to 17.4% of the total share capital, but not less than 63,245,753 shares, equal to 15.1% of the total share capital. In addition, the selling shareholders, other than the Kingdom of Denmark and SEAS-NVE Holding A/S, have granted the managers an overallotment option to purchase up to 10,925,159 additional shares, equivalent to 2.6% of DONG Energy's share capital, exercisable in whole or in part until the date that lies 30 calendar days after the first day of trading in an official listing of the shares on Nasdaq Copenhagen. The number of shares comprised by the overallotment option will be adjusted if less than the maximum number of shares offered in the base offering are sold in the Offering, such that the number of shares comprised by the overallotment option will equal 15% of the base offering.

The offer price will be determined through a book-building process and is expected to be announced, together with the final number of offer shares sold in the base offering and the number of shares comprised by the overallotment option through Nasdaq Copenhagen no later than 8:00 a.m. CET on 9 June 2016.

The offer period will commence on 26 May 2016 and will close no later than 4:00 p.m. CET on 8 June 2016. The offer period may be closed prior to 8 June 2016; however, the offer period will not be closed in whole or in part before 4 June 2016 at 00:01 a.m. CET. The offer period in respect of applications for purchases of amounts up to, and including, DKK 3 million may be closed before the remainder of the Offering is closed. Any such earlier closing in whole or in part will be published through Nasdaq Copenhagen.

Up to 265,000 shares have been reserved for purchase by DONG Energy at the final offer price for the purpose of ensuring that DONG Energy holds the number of shares that it may be required to deliver to participants in a new incentive programme upon vesting of the first grant of performance share units (PSUs) after the first performance period. The new incentive programme will be introduced following completion of the Offering. Further details about the programme are set out in the Offering Circular.

DONG Energy will not receive any proceeds from the Offering, except that any profits arising out of any stabilization transactions will be remitted to the company after deduction of reasonable and documented costs.

The offer shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen under the symbol "DENERG". The admission to trading and official listing of the shares is subject to, among other things, Nasdaq Copenhagen's approval of the distribution of the offer shares on the first day of trading (expected to be 9 June, 2016), the Offering not being withdrawn prior to settlement (expected to be 13 June, 2016) and to the Company making an announcement to such effect. The shares are issued under ISIN DK0060094928.

The Offering includes an initial public offering in Denmark to institutional and retail investors, a private placement in the United States only to persons who are qualified institutional buyers or QIB's in reliance on Rule 144A under the U.S. Securities Act; and private placements to institutional investors in the rest of the world in compliance with Regulation S under the U.S. Securities Act.

The shares are expected to be delivered on or around 13 June 2016 (the "Settlement Date") against payment in immediately available funds in Danish kroner (DKK). The shares will be delivered in book-entry form on the Settlement Date to investors' accounts with VP Securities A/S and through the facilities of Euroclear and Clearstream. All settlement in connection with the Offering will take place in the permanent ISIN DK0060094928.