TDC : TDC A/s Announces 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.

15 May 2018

TDC A/S ANNOUNCES 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")

TDC A/S (the "Issuer") invites 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.

The Notes which are the subject of the Consent Solicitations were issued under the Issuer's €4,000,000,000 Euro Medium Term Note Programme and the details of each Series of the Notes are set out in the table below:

ISIN	Aggregate nominal amount outstanding	Rate of Interest	Interest Rate Step-Up following a Step-Up Event	Maturity Date
XS0752467497	EUR 500,000,000	3.75% per annum	+1.25% per annum	2 March 2022
XS0593952111	GBP 425,000,000	5.625% per annum	+1.25% per annum	23 February 2023

Background to the Consent Solicitations

Following the announcement of its voluntary recommended conditional public cash takeover on 28 February 2018, on 4 May 2018, DK Telekommunikation ApS acquired shares representing more than 90 per cent. of the total share capital and all voting rights of the Issuer (the "Change of Control").

On 4 May 2018, DK Telecommunication ApS announced its intention to squeeze out the remaining 9 per cent. of the Issuer's share capital held by minority shareholders by early June 2018.  Once the squeeze-out is settled, it will establish a permanent capital structure.  Subject to market conditions, this is intended to be as follows:

• Existing unsecured notes of the Issuer (including the 2022 Notes and the 2023 Notes) or up to a €1.0 billion backstop facility at the level of the Issuer;
• €3.9 billion Term Loan B with indicative maturity of 7 years ("TLB") at the level of the Issuer;
• €1.4 billion capital market issuances at the level of an intermediate holding company named DKT Finance ApS;
• Unfunded ancillary facilities (RCF and Capex) amounting to €600 million; and
• €2.7 billion of equity.

As security for the Issuer's obligations under the TLB and the RCF and Capex Facilities, the Issuer will grant security over the shares in each of the material companies that it owns, its material bank accounts and material intra-group receivables. In addition, guarantees in respect of the Issuer's obligations will also be granted by some of the Issuer's group companies and certain holding companies thereof (together the "Guarantors") and by DK Telekommunikation ApS. As security for its obligations under the guarantees, each of the Guarantors will, inter alia, grant security over its material bank accounts and intra-group receivables and security will also be granted over the shares in each Guarantor. DK Telekommunikation ApS will grant security over its material bank accounts, material intra-group receivables and over its shares in the Issuer.

In addition, pursuant to public announcements and/or confirmations in writing (the "Ratings Announcements") to the Issuer, the Notes relating to each Series have been downgraded (the "Ratings Downgrade") since 4 May 2018 as follows:

Series	Fitch Ratings Ltd ("Fitch")		Moody's Investors Service España, S.A. ("Moody's")		Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P")
	From	To	From	To	From	To
2022 Notes	BBB-	BB-	Baa3	B1	BBB-	B+
2023 Notes	BBB-	BB-	Baa3	B1	BBB-	B+

Each of Fitch, Moody's and S&P has confirmed in each relevant Ratings Announcement that the Ratings Downgrade resulted, in whole or in part, from the occurrence of the Change of Control.

As a result of the Change of Control and the Ratings Downgrade (together, a "Put Event"), the Issuer has given notice (the "Put Event Notice") to the holders of the Notes of each Series that a Put Event has occurred, pursuant to the Conditions with respect to the 2022 Notes and the 2023 Notes. As a result of a Put Event occurring with respect to each Series, each Noteholder has the option (such option exercisable within the period of 45 days after the date of the Put Event Notice, being the date falling on 23 June 2018) to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) its Notes on 30 June 2018 (the "Put Date") at their principal amount together with interest accrued to but excluding the date of redemption or purchase (the "Put Option"). As 30 June 2018 is not a Payment Business Day, as defined in the Conditions of each Series, settlement of the redemption of the Notes in respect of which the Put Option has been exercised will take place on the next Payment Business Day (2 July 2018). Through the Consent Solicitations, the Issuer is inviting the Noteholders to consent to waive the Put Option rights contained in the Conditions of each relevant Series.

Key Terms and Conditions of the Consent Solicitations

Each Consent Solicitation commences on the date of the Consent Solicitation Memorandum.

Rationale for Consent Solicitations

The purpose of each Consent Solicitation is to obtain Noteholder consent to waive the Noteholders' rights to require early redemption of the Notes following a change of control of the Issuer in connection with the Acquisition in accordance with the Conditions of the relevant Series (as annexed to the relevant global notes representing such Series as completed by the applicable Final Terms for such Series) (such waiver with respect to each Series, the "Proposed Waiver" and, the waivers together in respect of both Series, the "Proposed Waivers").

The deadline for receipt by the Tabulation Agent of Electronic Voting Instructions from Noteholders wishing to vote in respect of the relevant Extraordinary Resolution is 4.00 p.m. (London time) on 1 June 2018 (such time and date with respect to each Series, the "Expiration Deadline").

Early Participation Fee

In relation to each Series, each Noteholder from whom a valid Electronic Voting Instruction in favour of the relevant Extraordinary Resolution is validly received by the Tabulation Agent by 4.00 p.m. (London Time) on 28 May 2018 (such time and date with respect to each Series, as the same may be extended, the "Early Instruction Deadline") will be eligible to receive payment of the Early Participation Fee (being 0.20 per cent. of the principal amount of the Notes which are subject of such Electronic Voting Instruction), subject to (i) such Electronic Voting Instruction not being revoked (in the limited circumstances in which such revocation is permitted), (ii) the relevant Extraordinary Resolution being duly passed and (iii) the Issuer not having previously terminated the Consent Solicitation in respect of the relevant Series in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum.

Noteholders may continue to submit Electronic Voting Instructions after the Early Instruction Deadline and up to the Expiration Deadline but such Noteholders will not be eligible to receive the Early Participation Fee in respect of those Electronic Voting Instructions.

Subject to the passing of the relevant Extraordinary Resolution in respect of a Series and the relevant Electronic Voting Instruction being validly received by the Tabulation Agent by the Early Instruction Deadline and not being revoked (in the limited circumstances in which such revocation is permitted), the Issuer will pay the Early Participation Fee to the relevant Noteholders by no later than the fifth Business Day following the relevant Meeting (such date with respect to each Series, the "Payment Date").

To be eligible to receive the Early Participation Fee, each Noteholder who submits an Electronic Voting Instruction in favour of the relevant Extraordinary Resolution prior to the Early Instruction Deadline must not attend, or seek to attend, the relevant Meeting in person or make any other arrangements to be represented at the relevant Meeting (other than by way of its Electronic Voting Instruction). Noteholders may choose to attend and vote at the relevant Meeting in person or to make other arrangements to be represented or to vote at the relevant Meeting in accordance with the relevant Meeting Provisions without submitting an Electronic Voting Instruction. However, any such Noteholder will not be eligible to receive the Early Participation Fee in respect of such Notes, irrespective of whether such Noteholder has also delivered an Electronic Voting Instruction or such other arrangements are made by the Early Instruction Deadline.

For the avoidance of doubt, there is no inter-conditionality between the Extraordinary Resolutions in respect of either Series.

The Issuer will announce: (i) the results of each Meeting; and (ii) whether each Extraordinary Resolution has been passed, as soon as reasonably practicable after the relevant Meeting.

Meetings

The notice convening the relevant Meeting (the "Notice") to be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 6 June 2018 (the "Meetings Date") has been given to Noteholders in respect of each Series in accordance with the Conditions relating to such Series on the date of the Consent Solicitation Memorandum. The form of the Notice is set out in the Consent Solicitation Memorandum.

The Meeting in respect of the 2022 Notes will commence at 10.00 a.m. (London time) on the Meetings Date, with the Meeting in respect of the 2023 Notes being held at 10.10 a.m. or after the completion of the Meeting in respect of the 2022 Notes (whichever is the later).

Electronic Voting Instructions

By submitting an Electronic Voting Instruction by the Expiration Deadline, a Noteholder will instruct the Fiscal Agent to appoint one or more representatives of the Tabulation Agent as its proxy under a block voting instruction to attend the relevant Meeting (and any adjourned such Meeting) and vote in the manner specified or identified in such Electronic Voting Instruction in respect of such Extraordinary Resolution. It will not be possible to submit an Electronic Voting Instruction without at the same time giving such instructions to the Fiscal Agent.

In order for a Noteholder to be eligible to receive the Early Participation Fee, the relevant Electronic Voting Instruction must be validly submitted in favour of the relevant Extraordinary Resolution and validly received by the Tabulation Agent by the Early Instruction Deadline (and not subsequently revoked, in the limited circumstances in which such revocation is permitted).

Noteholders of each Series who wish to exercise the Put Option in respect of their 2022 Notes and/or 2023 Notes will need to submit separate electronic instructions in accordance with the terms of the Put Event Notice prior to the end of the Put Period (23 June 2018). If a Noteholder has exercised the Put Option in respect of their 2022 Notes and/or 2023 Notes, it may still fully participate in the Consent Solicitations and submit an Electronic Voting Instruction.

If an Extraordinary Resolution is passed, no Notes of the relevant Series will be redeemed pursuant to the Put Option (irrespective of whether any Noteholders have submitted instructions to exercise the Put Option with respect to their Notes) and Noteholders will continue to hold the Notes of such Series pursuant to the relevant Conditions.

General

The Issuer may, at its option and in its sole discretion, extend, or waive any condition of, either Consent Solicitation at any time and may amend or terminate such Consent Solicitation at any time before the Final Voting Deadline (or, where there is an adjourned Meeting, 48 hours before the time set for any such adjourned Meeting) (subject in each case to applicable law and the relevant Meeting Provisions and as provided in the Consent Solicitation Memorandum, 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 provided in the Consent Solicitation Memorandum as promptly as practicable after the relevant decision is made.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, a Consent Solicitation by the deadlines specified in the Consent Solicitation Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Electronic Voting Instructions will be earlier than the relevant deadlines specified in the Consent Solicitation Memorandum.

Indicative Timetable

Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitations, which will depend, among other things, on timely receipt (and non-revocation, in the limited circumstances in which revocation is permitted) of instructions, the rights of the Issuer (where applicable) to extend, waive any condition of, amend and/or terminate any Consent Solicitation (other than the terms of the relevant Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of each Extraordinary Resolution at the initial Meeting for the relevant Series. Accordingly, the actual timetable may differ significantly from the timetable below.

Event

Announcement of Consent Solicitations
Announcement of Consent Solicitations.	15 May 2018
Notice delivered to the Clearing Systems for communication to Direct Participants and published on the website of the Luxembourg Stock Exchange.
Documents referred to under "General" in the Notice available from the Tabulation Agent and from the specified office of the Fiscal Agent.
Early Instruction Deadline
Deadline for receipt by the Tabulation Agent of valid Electronic Voting Instructions from Noteholders for such Noteholders to be eligible to receive the Early Participation Fee. Such Electronic Voting Instructions must be in favour of the relevant Extraordinary Resolution in order for the relevant Noteholder to be eligible for the Early Participation Fee.	4.00 p.m. (London Time) on 28 May 2018
Expiration Deadline
Final deadline for receipt by the Tabulation Agent of valid Electronic Voting Instructions from Noteholders for such Noteholders to be represented at the relevant Meeting.	4.00 p.m. (London Time) on 1 June 2018
Final Voting Deadline
Deadline for making any other arrangements to attend or be represented or to vote at either Meeting.	4.00 p.m. (London Time) on 1 June 2018
Noteholders making such other arrangements will not be eligible to receive the Early Participation Fee.
Meetings
Meetings to be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ.	From 10.00 a.m. (London time) on 6 June 2018
Announcement of results of Meetings
Announcement of the results of the Meetings and, if the Extraordinary Resolutions are passed, confirmation of Payment Date.	As soon as reasonably practicable after the Meetings
If the relevant Extraordinary Resolutions are passed at the initial Meetings, the waivers with respect to the Conditions of each applicable Series described in the Consent Solicitation Memorandum will be effective immediately.
Payment Date
Payment of 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
End of Put Period
Deadline for submission of instructions from Noteholders who wish to exercise the Put Option in respect of their 2022 Notes and/or 2023 Notes.	23 June 2018
See Put Event Notice for further details.
Put Date
Redemption of the Notes by the Issuer in respect of which the Put Option has been exercised by Noteholders in circumstances where the relevant Extraordinary Resolution does not pass at the relevant Meeting	Expected to be 2 July 2018

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the relevant Consent Solicitation(s) and/or the relevant Meeting(s) by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Electronic Voting Instructions will be earlier than the relevant deadlines above.

  

Further Information

A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Noteholders upon request from the Tabulation Agent.

Before making a decision with respect to either or both of the Consent Solicitations, Noteholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the considerations described in the section entitled "Certain Considerations relating to the Consent Solicitations".

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:                                              [email protected]

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:                    [email protected]

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.

Attachments

• Launch Announcement
• Notice of Meeting