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DFDS A/S (A Danish Limited Liability Company, CVR No

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DFDS A/S (A Danish Limited Liability Company, CVR No DFDS A/S (a Danish limited liability company, CVR no. 14194711) Offering of 2,666,666 new shares with a nominal value of DKK 100 each at DKK 208 per share with preemptive rights to Existing Shareholders of DFDS A/S at the ratio of 1:3. This prospectus (the “Prospectus”) has been prepared in connection with a capital increase comprising an offering (the “Offering”) of 2,666,666 new shares (the “Offer Shares”) with a nominal value of DKK 100 each in DFDS A/S (the “Company” and together with its directly or indirectly owned subsidiaries, associates and other investments collectively referred to as “DFDS” or the “DFDS Group”) with preemptive rights to the Company’s Existing Shareholders (as defined below) at the ratio of 1:3. The Prospectus also forms the basis of admission to trading and official listing on NASDAQ OMX Copenhagen A/S (“NASDAQ OMX”) of 4,189,415 new shares subscribed for by A.P. Moller - Maersk A/S (“A.P. Moller - Maersk”) (the “Consideration Shares”) in a directed issue (the “Directed Issue”) at market price pursuant to a resolution passed at the Company's extraordinary general meeting held on 11 January 2010. The Consideration Shares are expected to be subscribed on 12 July 2010. The completion of the Directed Issue is subject to completion of the Offering and the Acquisition (as defined below). Prior to the Offering and the Directed Issue, the Company has 8,000,000 shares with a nominal value of DKK 100 each (the “Existing Shares”) and, consequently, a nominal share capital of DKK 800,000,000. Following completion of the Offering and the Directed Issue, the issued share capital of the Company will be DKK 1,485,608,100 divided into 14,856,081 shares with a nominal value of DKK 100 each. Under the authorisation adopted as article 4 of the Company’s articles of association, the board of directors of the Company (the “Board of Directors”) resolved on 18 June 2010 to increase the Company’s share capital by a nominal value of DKK 266,666,600 (2,666,666 Offer Shares with a nominal value of DKK 100 each). Each holder of shares in the Company who is registered with VP Securities A/S (“VP Securities”) on 23 June 2010 at 12.30 p.m. CET (the “Allocation Time”) as a shareholder of the Company (the “Existing Shareholders”) will be allocated one (1) preemptive right (“Preemptive Right”) for each Existing Share held. For every three (3) Preemptive Rights held, the holder is entitled to subscribe for one (1) Offer Share at a price of DKK 208 per Offer Share (the “Subscription Price”). The trading period of the Preemptive Rights commences on 22 June 2010 at 9.00 a.m. CET and closes on 2 July 2010 at 5.00 p.m. CET and will thus be nine trading days. The subscription period of the Offer Shares (the “Subscription Period”) commences on 24 June 2010 and closes on 7 July 2010 at 5.00 p.m. CET. Any Preemptive Rights that are not exercised during the Subscription Period will lapse with no value, and the holder of such Preemptive Rights will not be entitled to compensation. Once a holder of Preemptive Rights has exercised such rights and subscribed for Offer Shares, such subscription cannot be revoked or modified by the holder. The Preemptive Rights have been approved for admission to trading and official listing on NASDAQ OMX. The Offer Shares will not be traded and officially listed on NASDAQ OMX under the temporary ISIN code. Upon completion of the Offering, the Offer Shares will be registered with the Danish Commerce and Companies Agency and will be admitted to trading and official listing under the ISIN code of the Existing Shares, DK0010259027, which is expected to take place on 14 July 2010. The Offer Shares have been approved for admission to trading and official listing on NASDAQ OMX, subject only to registration with the Danish Commerce and Companies Agency. The Company’s Existing Shares are listed on NASDAQ OMX under ISIN code DK0010259027. Subject to certain conditions, Vesterhavet Holding A/S (“Vesterhavet”) has made binding advance commitments to the Company and the Joint Global Coordinators to subscribe for 1,072,716 Offer Shares by exercising 3,218,148 Preemptive Rights attaching to Vesterhavet’s Existing Shares in the Company in connection with the Offering. Subject to certain conditions, Vesterhavet has further made an undertaking to the Company and the Joint Global Coordinators to participate in the Offering on a cash neutral basis (after transaction costs) by subscribing for the maximum number of Offer Shares that Vesterhavet can finance through the sale of Preemptive Rights alone. Such Preemptive Rights will, during the trading period of the Preemptive Rights, be sold by the Joint Global Coordinators on behalf of Vesterhavet in open market transactions, privately negotiated transactions, block trades or otherwise. Danske Markets (Division of Danske Bank A/S) (“Danske Markets”) and Nordea Bank Danmark A/S (“Nordea”) have in their capacity as Joint Global Coordinators entered into an agreement dated 18 June 2010 (the “Underwriting Agreement”) with the Company to subscribe for up to 1,593,950 Offer Shares subject to certain conditions. Danske Markets and Nordea are not jointly and severally liable under the Underwriting Agreement. Vesterhavet and the Joint Global Coordinators have thus made binding underwriting and advance commitments to subscribe for a total of 2,666,666 Offer Shares corresponding to total gross proceeds of DKK 554.7 million or 100% of the Offering. Investors should be aware that an investment in the Preemptive Rights and the Offer Shares involves a high degree of risk. See “Risk factors” for a description of factors that should be considered before investing in the Preemptive Rights and the Offer Shares. The Preemptive Rights and the Offer Shares will be delivered in book-entry form through allocation to accounts with VP Securities. The Offer Shares have been accepted for clearance through Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). In connection with the Offering, the Joint Global Coordinators may, from commencement of the Offering and until 30 days after the first day of listing of the Offer Shares, effect transactions that stabilise or maintain the market price of the Preemptive Rights (stabilising measures regarding the Preemptive Rights will only take place during the trading period of Preemptive Rights), the Offer Shares and the Existing Shares at levels above those that might otherwise prevail. The Joint Global Coordinators are not obliged to take any stabilising measures. Such stabilising measures, if commenced, may be discontinued at any time. The Offering consists of a public offering in Denmark, Greenland, Norway and the United Kingdom and private placements in certain other jurisdictions. This Prospectus may not be distributed or otherwise made available, the Offer Shares may not be offered or sold, directly or indirectly, and the Preemptive Rights may not be exercised or otherwise offered or sold, directly or indirectly, in the United States, Canada, Australia or Japan, unless such distribution, offer, sale or exercise is permitted under applicable laws in the relevant jurisdiction, and the Company and the Joint Global Coordinators must receive satisfactory documentation to that effect. This Prospectus may not be distributed or otherwise made available, and the Offer Shares may not be offered or sold, directly or indirectly, and the Preemptive Rights may not be exercised or otherwise offered or sold, directly or indirectly, in any jurisdiction outside Denmark, Greenland, Norway or the United Kingdom, unless such distribution, offer, sale or exercise is permitted under applicable laws in the relevant jurisdiction, and the Company and the Joint Global Coordinators may request satisfactory documentation to that effect. Due to such restrictions under applicable laws, the Company expects that some or all investors residing in the United States, Canada, Australia, Japan and other jurisdictions outside Denmark, Greenland, Norway and the United Kingdom may not be able to obtain a copy of the Prospectus and may not be able to exercise the Preemptive Rights or subscribe for the Offer Shares. The Company makes no offer or solicitation to any person under any circumstances that may be unlawful. The Preemptive Rights and the Offer Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of such regulatory authorities passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. The Preemptive Rights and the Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws in the United States. Any transfer of Preemptive Rights and any offer and sale of the Offer Shares are not permitted except by offer and sale in accordance with Regulation S of the U.S. Securities Act (“Regulation S”). Joint GlobAl CoorDinAtorS The date of this Prospectus is 18 June 2010 (the “Prospectus Date”). DFDS PrOSPEctuS 2010 StrAtEGy 3 General information importAnt inFormAtion relAtinG to the proSpeCtuS The distribution of this Prospectus and the marketing of Preemptive Rights or Shares This Prospectus has been prepared in compliance with Danish legislation and regulations, is subject to restrictions in certain countries. Persons into whose possession this Prospectus including Consolidated Act no. 795 of 20 August 2009 on Securities Trading (the Danish Secu- may come are required to inform themselves of and observe any such restrictions, including rities Trading Act), Commission Regulation (EC) no.
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