Listing of the Drilling Company of 1972 A/S’ Shares a Public Limited Company to Be Incorporated in Denmark in Connection with the Demerger of A.P
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Listing of The Drilling Company of 1972 A/S’ shares a public limited company to be incorporated in Denmark in connection with the demerger of A.P. Møller—Mærsk A/S registered under CVR no. 22 75 62 14 This document (the “Listing Document”) relates to a tax-exempt, partial demerger under Danish law (the “Demerger”) of A.P. Møller—Mærsk A/S (“Maersk”) by contribution of Maersk’s holding of shares in Maersk Drilling Holding A/S (“MDH”) including its direct and indirect subsidiaries as well as certain other assets and liabilities (together, the “Maersk Drilling Group”) to a newly incorporated Danish limited liability company to be named The Drilling Company of 1972 A/S (“ListCo”) and admission for trading and official listing (“Listing”) of the shares of ListCo (the “Shares”) on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”). The Maersk Drilling Group will at completion of the Demerger also include ListCo. Upon completion of the Demerger, the Shares will be distributed proportionally 1:2 to the holders of Maersk shares of a nominal value of DKK 1,000 and proportionally 1:1 to the holders of Maersk shares of a nominal value of DKK 500 (together, the “Receiving Shareholders”) that are registered as shareholders of Maersk in VP Securities A/S (“VP Securities”) at 5:59 p.m. CEST on 5 April 2019 (the “Demerger Record Date”). Accordingly, the holding of shares in Maersk as of the Demerger Record Date will allow the Receiving Shareholders as follows: (i) one (1) A share of nominal value DKK 1,000 in Maersk will entitle the Receiving Shareholder to receive two (2) Shares in ListCo, (ii) one (1) B share of nominal value DKK 1,000 in Maersk will entitle the Receiving Shareholder to receive two (2) Shares in ListCo, (iii) one (1) A share of nominal value DKK 500 in Maersk will entitle the Receiving Shareholder to receive one (1) Share in ListCo, and (iv) one (1) B share of nominal value DKK 500 in Maersk will entitle the Receiving Shareholder to receive one (1) Share in ListCo. Each Share in ListCo will have a nominal value of DKK 10. Any trading in Maersk’s shares until and including 3 April 2019 at 5:00 p.m. CEST (the “Cut-Off Date”) will be inclusive of rights to receive Shares in ListCo in connection with the Demerger except to the extent registration of that particular trade in VP Securities does not take place until after the Demerger Record Date due to, for example, shares being held in nominee or omnibus account structures. Any trading in Maersk shares after the Cut-Off Date will be exclusive of rights to receive Shares in ListCo for the buyer unless the parties to the trade in question have taken specific measures to settle the trade in VP Securities prior to the Demerger Record Date. The share class structure of ListCo will be different from the A and B share class structure of Maersk, as all Shares in ListCo will belong to the same share class and carry voting and representation rights, whereas the A shares of Maersk do carry voting and representation rights and the B shares of Maersk do not carry voting or representation rights. Upon completion of the Demerger, the Receiving Shareholders will continue to be shareholders in Maersk and will also be shareholders in ListCo. The Receiving Shareholders will each hold the same relative nominal ownership percentage as they have in Maersk as of the Demerger Record Date except that the total share capital and allocation will take into account that no Shares in ListCo will be allocated to Maersk on any treasury shares in connection with the Demerger in accordance with Danish statutory law. Completion of the Demerger is subject to approval by the annual general meeting of Maersk convened to be held on 2 April 2019 (the “General Meeting”). Reference is made to section “Documents on Display and Available Information” of this Listing Document and to Maersk IR webpage http://investor.maersk.com where the agenda for the General Meeting, proxies and other relevant information related to the Demerger and the General Meeting can be found and downloaded. Reference is also made to the demerger plan (the “Demerger Plan”) adopted by the board of directors of Maersk on 4 March 2019 and the related statutory demerger documents published on the Maersk webpage on 4 March 2019. Application will be made for the Shares to be admitted to trading and official listing on Nasdaq Copenhagen under the symbol DRLCO immediately after the Demerger. The Shares will be issued in the permanent ISIN DK0061135753. The first day of trading in, and official listing of, the Shares on Nasdaq Copenhagen is expected to be 4 April 2019, subject to approval of the Demerger at the General Meeting. The Shares are expected to be delivered in dematerialised book-entry form to Receiving Shareholders’ accounts with VP Securities or through the facilities of Euroclear Bank S.A./N.V. (“Euroclear”), as operator of the Euroclear System, and Clearstream Banking, S.A. (“Clearstream”) depending on the Receiving Shareholders’ custody arrangements with their account holding bank, starting on or around 8 April 2019. The timetable for the Demerger including the Demerger Record Date, the Cut-Off Date, the first day of trading in, and official listing of, the Shares on Nasdaq Copenhagen and settlement is subject to change. Any such change will be announced via Nasdaq Copenhagen. The Receiving Shareholders and prospective future investors in the Shares are advised to examine all risks and legal requirements described in this Listing Document that might be relevant in connection with the Demerger together with subsequent information published by ListCo before making transactions in the Shares. Investing in the Shares involves a high degree of risk. See also “Risk Factors” for a discussion of certain risks related to the Maersk Drilling Group and the Demerger. This Listing Document has been prepared under Danish law, and this Listing Document does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares in any jurisdiction to any person to whom it would be unlawful to make such an offer in such jurisdiction. The distribution of this document in certain jurisdictions is restricted by law. Persons into whose possession this Listing Document comes should inform themselves about and to observe such restrictions. For a description of certain restrictions on distribution of this document, see “Important Notice Relating to the Listing Document”. The Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or under the securities laws of any state or other jurisdiction of the United States. It is expected that ListCo will rely on the exemption from registration under Rule 12g3-2(b) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and accordingly, ListCo will not be registered under the U.S. Exchange Act and the Maersk Drilling Group will not be subject to the reporting requirements of the U.S. Exchange Act. The Shares generally should not be treated as “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and persons who receive securities as a result of the Demerger (other than affiliates) may resell them without restriction under the U.S. Securities Act. A Receiving Shareholder who is an affiliate of the Maersk Drilling Group as of the date and time at which the Demerger becomes effective or who became affiliates thereafter will be subject to certain U.S. transfer restrictions relating to the Shares received pursuant to the Demerger. For certain restrictions on transfer of the Shares, see “Jurisdictions in Which the Demerger Will Be Announced and Restrictions Applicable to the Demerger”. The Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or determined the adequacy or accuracy of the information contained in this Listing Document. Any representation to the contrary is a criminal offence in the United States. The date of this Listing Document is 4 March 2019. IMPORTANT NOTICE RELATING TO THE LISTING DOCUMENT In this Listing Document, “Maersk” refers to A.P. Møller—Mærsk A/S, “ListCo” refers to The Drilling Company of 1972 A/S, which will be incorporated at completion of the Demerger, “MDH” refers to Maersk Drilling Holding A/S and the “Maersk Drilling Group” refers to MDH including its direct and indirect subsidiaries as well as certain other assets and liabilities which, upon completion of the Demerger, will be owned directly or indirectly by ListCo. The Maersk Drilling Group will at completion of the Demerger also include ListCo. Statements, beliefs, opinions and views expressed by MDH or the Maersk Drilling Group in this Listing Document are made by the executive management of MDH and the board of directors of MDH (together referred to as the “Management”), who have accepted to also be appointed as the executive management of ListCo (the “Executive Management”) and elected as the board of directors of ListCo except for one board member of MDH who will not be proposed as member of the Board of Directors and resign from the board of directors of MDH upon approval of the Demerger as well as one board member who is expected to be elected in connection with the approval of the Demerger (the “Board of Directors”), respectively, following approval of the Demerger by the General Meeting.