ANNOUNCEMENT
A.P. Møller - Mærsk A/S – Initiates third phase of share buy-back program
As announced on 5 May 2021, A.P. Møller - Mærsk A/S (the “Company”) has decided to launch a share buy-back program of up to DKK 32 billion (around USD 5 billion) to be executed over a period of two years. On 12 August 2022 the Company announced an increase of the share buy-back program from DKK 32 billion (around USD 5 billion) to DKK 39.3 billion (around USD 6 billion). The second phase, which started on 5 May 2022, was completed on 27 October 2022. The total market value of the shares acquired in the first two phases amounted to DKK 19 billion.
The third phase of the share buy-back program will run from 3 November 2022 up to 3 May 2023. The shares to be acquired will be limited to a total market value of DKK 11 billion (around USD 1.5 billion). A maximum of 200,000 A shares and 800,000 B shares can be acquired in the third phase of the share buy-back program.
The share buy-back program will be executed under EU Commission Regulation No. 596/2014 of the European Parliament and Council of 16 April 2014 (MAR) and the Commission Delegated Regulation (EU) 2016/1052 (the “Safe Harbour Regulation”), which ensures that the Company, its Board of Directors and its Executive Board, are protected against violation of insider legislation during the share buy-back period.
The share buy-back program is initiated pursuant to the authorisation granted to the Board of Directors by the Annual General Meeting in March 2021, which entitled the Company to acquire treasury shares at a nominal value not exceeding 15% of the share capital at the market price applicable at the time of acquisition with a deviation of up to 10%.
The Company has appointed J.P. Morgan SE (“JP Morgan”) as Lead Manager for the third phase of the share buy-back. JP Morgan will make its own trading decisions independently of and without influence from the Company and within the announced limits.
Prior to the third phase of the share buy-back program, the Company holds 155,056 A-shares and 705,699 B-shares, equal to 4.60% of the share capital.
As earlier announced, the purpose of the program is to adjust the capital structure of the Company ultimately through cancellation of shares repurchased and to meet obligations under long-term incentive programs.
Terms:
- No shares may be bought back at a price exceeding the higher of i) share price of latest independent trade and ii) the highest current independent offer price on the trading venue where the purchase is carried out.
- The maximum number of A and B shares that may be purchased on each trading day may not exceed 20% of the average daily trading volume of A and B shares, respectively, on NASDAQ Copenhagen or other regulated markets, on which the purchase is carried out, over the last 20 trading days prior to the date of purchase.
- A and B shares will be acquired in a 20/80 split reflecting the current trading volumes of the two share classes.
- The Company will fulfill its reporting obligations by announcing no later than every 7th trading day the purchases made under the share buy-back program.
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- A.P. Møller Holding A/S has committed to participate in the share buy-back program by selling shares relative to its voting rights and relative to its total ownership in the Company.
- A.P. Møller Holding A/S intends to maintain its ownership of 51.45% of A shares and 41.51% of the total share capital in the Company (excl. shares held in treasury).
- A.P. Møller og Hustru Chastine Mc-Kinney Møllers Familiefond (“Familiefonden”) will also participate in the share buy-back program by selling shares relative to its total ownership in the Company as per 1 November 2022, which was 9.83% (excl. treasury shares). Only B-shares will be sold by Familiefonden.
- The Company is entitled to suspend or stop the program at any time subject to an announcement to NASDAQ Copenhagen.
Copenhagen, 3 November 2022.
Contact persons:
Head of Investor Relations, Sarah Spray, tel. +45 3147 4170
Head of Media Relations, Jesper Løv, tel. +45 6114 1521
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