A.P. Moller - Maersk Initiates Demerger and Separate Listing of Maersk Drilling

Friday 22 February 2019

In continuation of the announcement on 17 August 2018, the A.P. Møller - Mærsk A/S (A.P. Moller - Maersk) Board of Directors has decided to initiate the separation of A.P. Moller - Maersk’s drilling activities through a demerger of A.P. Moller - Maersk. The shares in Maersk Drilling Holding A/S and its subsidiaries as well as certain other assets and liabilities will be con-tributed to a new company with the legal name ‘The Drilling Company of 1972 A/S’ and the shares hereof will be admitted for trading and official listing on Nasdaq Copenhagen A/S (Nasdaq Copenhagen). In the following the company will be referred to as Maersk Drilling.

Following the anticipated signing and publication of statutory demerger documents on 4 March 2019, the Board of Directors of A.P. Moller - Maersk intends to propose the demerger for ap-proval by the shareholders at the A.P. Moller - Maersk Annual General Meeting on 2 April 2019.

Subject to such approval of the demerger, the shares in Maersk Drilling will be distributed to A.P. Moller - Maersk shareholders, who in addition to their shareholding in A.P. Moller - Maersk will become shareholders in Maersk Drilling. The anticipated first day of trading on Nasdaq Copenha-gen is on 4 April 2019.

The A.P. Moller - Maersk Board of Directors intends to propose a single share class structure for Maersk Drilling with the newly listed shares in Maersk Drilling being distributed to the A.P. Moller - Maersk shareholders on a pro-rata basis based on the nominal value of the shares in A.P. Moller - Maersk. Shareholders will receive one share in Maersk Drilling per nominal A.P. Moller - Maersk DKK 500 share and two shares in Maersk Drilling per nominal A.P. Moller - Maersk DKK 1,000 share. The demerger and distribution of the Maersk Drilling shares will be tax-exempt for Danish tax purposes.

A.P. Møller Holding A/S has agreed to a 360-days lockup of their shareholding in Maersk Drilling, subject to certain customary exemptions.

“Maersk Drilling is an industry leader in the global offshore drilling market, based on its well-reputed and safe operations and a fleet that is among the youngest and most advanced in the industry. The demerger will create a listed Danish-based offshore drilling company with a clear investment profile and long-term development prospects. Maersk Drilling is well-positioned to capitalise on the value creation opportunity of a globally leading pure play offshore drilling com-pany to the benefit of both its long-term blue-chip customer base, as well as its investors”, says Claus V. Hemmingsen, Vice CEO of A.P. Moller - Maersk and Chairman of the Maersk Drilling Board of Directors.

About Maersk Drilling

Maersk Drilling was established in 1972. The company is strongly positioned in the global offshore drilling market with a modern fleet in what Maersk Drilling considers the most attractive market segments, including a market leading position in the North Sea ultra-harsh environment jack-up market. The fleet consists of 23 rigs, and the customer base counts some of the world’s leading and most innovative oil and gas companies. Maersk Drilling, which employs approximately 2,850 people on- and off-shore, will continue to be headquartered in Lyngby, Copenhagen, Denmark and continue to operate under the name Maersk Drilling.