Nordic Telephone Company Holding ApS ("NTCH"), which through its direct subsidiary Nordic Telephone Company ApS ("NTC") owns and controls 88.2% of the share capital of TDC A/S ("TDC"), is expected to set prices on a private offering of notes, with NTCH as the sole obligor - cf. TDC Stock Exchange Release no. 30 dated 19 April 2006.
In connection with the offering, NTCH will publish a final offering memorandum, which contains relevant information about the TDC group, its businesses and the industry in which the TDC group operates, including certain financial performance estimates for Q1 2006.
Compared to the preliminary offering memorandum, of which TDC by way of Stock Exchange Release no. 30 dated 19 April 2006 disclosed such parts that contained relevant information about the TDC group, the final offering memorandum contains, among other things the following additional financial performance estimates for Q1 2006, produced as a result of TDC's ongoing compilation and verification of financial data:
Based on present available information TDC estimates that cash flow from operating activities for the first quarter of 2006 will be lower than for the first quarter of 2005, primarily due to a negative change in net working capital, which was partly offset by an estimated improved EBITDA before special items.
The change in net working capital is primarily due to one-off items, consisting of an advisory fee paid by TDC Q1 2006 in connection with the NTC equity Tender Offer and the positive effect in 2005 (not repeated in 2006) of accrued withholding taxes at the end of Q1 2005 associated with TDC's dividend to its shareholders declared in March 2005. The accrued withholding taxes were paid to the Danish tax authorities in the second quarter of 2005.
TDC estimates that its capital expenditures for the first quarter of 2006, adjusted for the impact of the consolidation of the capital expenditures in acquired and divested enterprises, such as Dotcom and HTCC, will be in line with the first quarter of 2005.
The above mentioned estimates are based on financial information that is not final and changes may be made in connection with the final compilation and verification.
As previously announced in TDC's financial calendar TDC will issue its earnings release for the first quarter of 2006 on May 4, 2006.
IMPORTANT NOTICE This announcement is not an offer of securities. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the issuer and that would contain detailed information about the issuer and management.
NTCH does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. Any such securities will be offered in the United States only to qualified institutional buyers, as defined in Rule 144A under the U.S. Securities Act. The securities will be offered outside the United States in accordance with Regulation S under the U.S. Securities Act.
For further information please contact TDC Investor Relations at +45 3343 7680.