TDC : Put Event Notice

TDC A/S

EUR 500,000,000 3.75 per cent. Notes due 2 March 2022 (XS0752467497) (the "2022 Notes")
GBP 550,000,000 5.625 per cent. Notes due 23 February 2023 (XS0593952111) (the "2023 Notes")
and
EUR 800,000,000 1.750 per cent. Notes due 2027 (XS1196041419) (the "2027 Notes")

(each a "Series" and together the "Notes")

Put Event Notice

Unless otherwise defined, all capitalised terms used herein shall have the same meanings given to them in the terms and conditions of the relevant Notes.

Change of Control

Following the announcement of its voluntary recommended conditional public cash takeover on 28 February 2018, on 4 May 2018, DK Telekommunikation ApS acquired shares representing more than 90 per cent of the total share capital and all voting rights of TDC A/S (the "Change of Control").

Ratings Downgrade

In addition, pursuant to public announcements and/or confirmations in writing (the "Ratings Announcements") to TDC A/S (the "Issuer"), the Notes relating to each Series have been downgraded (the "Ratings Downgrade") since 4 May 2018 as follows:

Each of Fitch, Moody's and S&P has confirmed in each relevant Ratings Announcement that the Ratings Downgrade resulted, in whole or in part, from the occurrence of the Change of Control.

As a result of the Change of Control and the Ratings Downgrade, notice is hereby given to the Noteholders of each Series that a Put Event has occurred, pursuant to: (i) Condition 10(e)(A) (Redemption and Purchase – Redemption at the option of Noteholders (Change of Control)), with respect to the 2022 Notes and the 2023 Notes; and (ii) Condition 9(f)(A) (Redemption and Purchase – Redemption at the option of Noteholders (Change of Control)), with respect to the 2027 Notes.

As a result of a Put Event occurring with respect to each Series, each Noteholder has the option to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) its Notes of any such Series on 30 June 2018 (the "Put Date") at its principal amount together with interest accrued to but excluding the date of redemption or purchase (the "Put Option").

As 30 June 2018 is not a Payment Business Day, pursuant to the Conditions of each Series, settlement of the redemption of the Notes in respect of which the Put Option has been exercised will take place on the next Payment Business Day (2 July 2018).

Consent Solicitations in respect of the 2022 Notes and 2023 Notes

On or about 15 May 2018, the Issuer expects to invite holders of the 2022 Notes and the 2023 Notes to consent, by way of separate extraordinary resolutions (each an "Extraordinary Resolution"), to waive certain change of control put option rights contained in the Conditions of each Series of the 2022 Notes and the 2023 Notes, respectively (such invitation in respect of each such Series, a "Consent Solicitation" and, together, the "Consent Solicitations"), pursuant to the terms of a consent solicitation memorandum which is expected to be dated on or about 15 May 2018, subject to board approval.  Holders of the 2022 Notes and the 2023 Notes are requested to participate in the Consent Solicitations rather than requiring redemption of their 2022 Notes and/or 2023 Notes pursuant to the terms of the Put Option described herein.  If either or both of the Extraordinary Resolutions are validly approved by the requisite proportion of Noteholders of each relevant Series, all holders of such Series will be bound by the relevant Extraordinary Resolution(s) and the Put Option will not be exercisable, even by Noteholders that did not vote to approve the relevant Extraordinary Resolution(s).

Noteholders who wish to participate in the relevant Consent Solicitation(s) in respect of their 2022 Notes and/or 2023 Notes will have the option to vote in respect of the relevant Extraordinary Resolution(s) (either in favour or against). Noteholders will concurrently have the option to exercise the Put Option in respect of their 2022 Notes and/or 2023 Notes, and may therefore elect to have their Notes redeemed in the event that the relevant Extraordinary Resolution(s) do not pass. Noteholders will need to submit separate instructions in respect of the Put Option and the relevant Consent Solicitation(s).

Holders of the 2027 Notes should note that the 2027 Notes will not be the subject of the Consent Solicitations.

Procedure for exercising Put Option

The following procedure for exercising the Put Option is applicable to each Series:

1. To exercise the put option to require the redemption or purchase of a Note, each Noteholder must deliver an instruction notice in the form required by Euroclear SA/NV and/or Clearstream Banking S.A. within the period (the "Put Period") of 45 days after the date of this Put Event Notice (a "Change of Control Put Notice"), being the date falling on 23 June 2018.
2. The Paying Agent to which such Change of Control Put Notice is delivered will issue to each Noteholder a confirmation of receipt in respect of the Notes, subject to the relevant instructions. Payment in respect of any Note so delivered will be made either: (i) on the Put Date by transfer to the bank account (if any) specified in the relevant Change of Control Put Notice; or (ii) if no such bank account is so specified, on or after the Put Date to the accounts of the relevant holders in Euroclear SA/NV or Clearstream Banking S.A.
3. A Change of Control Put Notice, once given, shall be irrevocable. The Issuer shall redeem or, at its option, purchase (or procure the purchase of) the relevant Notes on the Put Date unless previously redeemed and cancelled or purchased.

With respect to each Series, if 80 per cent. or more in nominal amount of the Notes outstanding immediately prior to the delivery of this notice have been redeemed or purchased pursuant steps 1 to 3 (above), the Issuer may, on not less than 30 or more than 60 days' notice to each Noteholder given within 30 days after the Put Date, redeem, at its option, the remaining Notes as a whole at their principal amount together with interest accrued to but excluding the date of redemption or purchase.

This announcement contains inside information for the purposes of the EU Market Abuse Regulation (EU) 596/2014. In accordance with the above and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Dennis Callesen, Investor Relations Manager of the Issuer.

This Notice is given by TDC A/S. Noteholders should contact the following for further information:

The Paying Agent with respect to the 2022 Notes and the 2023 Notes

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Tel:                                     +44 (0)207 545 8000
Fax:                                     +44 20 7547 6149
Attention:     The Managing Director (TSS-SFS)

The Paying Agent with respect to the 2027 Notes

BNP Paribas Securities Services, Luxembourg Branch
60 Avenue J.F.  Kennedy
L1855- Luxembourg

Tel:                                     +352 (0)2696 2000
Fax:                                    +352 (0)2696 9757
Attention:      Corporate Service Luxembourg/Lux Emetteurs / Lux GCT

Date: 9 May 2018

TDC A/S

Attachment

• Put Event Notice