In accordance with Section 29 of the Danish Securities Trading Act, cf. the Danish Executive Order no. 224 of 20 March 2010 on major shareholders, it is hereby announced that NTC S.A., 41, Boulevard du Prince Henri, L-1724 Luxembourg("NTC"), NTC Holding G.P. & Cie S.C.A., 41, Boulevard du Prince Henri, L-1724 Luxembourg ("NTCH") and NTC Parent S.à r.l., 41, Boulevard du Prince Henri, L-1724 Luxembourg ("NTC Parent")have informed TDC of the following:
· On 23 December 2010 NTC distributed 449,553,145shares of a nominal value of DKK 1 (aggregate nominal value of DKK 449,553,145) in TDC, corresponding to 45.3%of the total share capital and 45.3%of the total voting rights, to NTCH.
· Following the above distribution, NTC does not hold any shares in TDC, neither directly nor indirectly.
· NTC Parent now holds indirectly through NTCH 450,868,645 shares of a nominal value of DKK 1 (aggregate nominal value of DKK 450,868,645) in TDC, corresponding to 45.5% of the total share capital and 45.5% of the total voting rights.
NTC Parent's indirect ownership corresponds to 55.4% of the outstanding share capital in TDC (calculated as the issued share capital minus the treasury shares held by TDC) and a corresponding percentage of voting rights exercisable at any general meeting of TDC as TDC cannot vote on its treasury shares.
As described in company announcement no. 33/2010 of 13 December 2010, NTC and NTCH have transferred 31,500,000 shares to the stabilizing manager for NTC and NTCH in connection with the offering of shares in TDC. Such 31,500,000 shares are subject to an over-allotment option granted for the benefit of the underwriters in connection with such share offering. To the extent such option is not exercised, such shares will be transferred to NTC Parent or another entity affiliated with it.
NTC Parent is controlled by investment funds, each of which is advised or managed, directly or indirectly, by Apax Partners LLP, The Blackstone Group, Kohlberg Kravis Roberts & Co. L.P., Permira Advisers KB and Providence Equity Partners Limited.
TDC A/S
Teglholmsgade 3
0900 Copenhagen C
DK-Denmark
tdc.com
