3,000,000,000 Debt Issuance Programme

Transcription

1 Supplementary Prospectus DONG Energy A/S (formerly DONG A/S) (incorporated as a public limited company in Denmark with CVR number ) 3,000,000,000 Debt Issuance Programme This Supplement (the Supplement ) to the Prospectus (the Prospectus ) dated 16 December 2005 which comprises a base prospectus, constitutes a supplementary prospectus for the purposes of Section 87(G) of the Financial Services and Markets Act 2000 (the FSMA ) and is prepared in connection with the Debt Issuance Programme (the Programme ) established by DONG Energy A/S (formerly DONG A/S) (the Issuer ). Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and any other supplements to the Prospectus issued by the Issuer. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus. The date of this Supplement is 24 April 2006

2 RECENT DEVELOPMENTS 1 Name Change On 19 April 2006, the Issuer s name, DONG A/S, was changed to DONG Energy A/S. 2 Financial Results On 2 March 2006, the Issuer published its audited consolidated annual financial statements as at, and for the 12 months ended 31 December On 31 March 2006, the Issuer published its Annual Report for the year ended A copy of those annual financial statements and the Annual Report has been filed with the Financial Services Authority and, by virtue of this Supplement, those documents are incorporated in, and form part of, the Prospectus. Copies of all documents incorporated by reference in the Prospectus can be obtained from the website of the Issuer at from the registered office of the Issuer and the specified office of the Issuing and Paying Agent, as described on page 75 of the Prospectus. 3 European Commission Clearance of Merger On 14 March 2006, the European Commission cleared the merger (the EU Clearance ) of the Issuer with the energy companies Elsam A/S ( Elsam ), Energi E2 A/S ( Energi E2 ), Nesa A/S ( Nesa ), Frederiksberg Elnet A/S, Frederiksberg Forsyning A/S and Frederiksberg Forsyning Ejendomsselskab A/S (together Frederiksberg Forsyning ) and Københavns Energi Holding A/S ( Copenhagen Energy ). The European Commission initially voiced concerns about the merger of both electricity activities and gas activities. Following thorough analysis of the Danish energy sector, the Commission concluded that competition in the domestic electricity market has been safeguarded by virtue of the Issuer's agreement (the Vattenfall Agreement ) entered into on 1 June 2005 with the Swedish energy group Vattenfall AB ( Vattenfall ). The Vattenfall Agreement relates to the sale by the Issuer of power plants and wind power activities to Vattenfall equivalent to approximately 2,400 megawatts, including Nordjyllandsværket, Amagerværket and Fynsværket. In return Vattenfall agreed to transfer to the Issuer its approximately 35 per cent. shareholding in Elsam and its 40 per cent. interest in the Avedøre 2 power plant. In order to address some concerns of the European Commission in relation to the gas market, the Issuer agreed with the European Commission the following competition promoting commitments: A gas release programme under which the Issuer will auction 400 million cubic metres of gas annually from 1 January 2007 to 31 December 2012, equivalent to 10 per cent. of Denmark's total annual consumption in order to ensure a liquid gas market in Denmark, regardless of whether Elsam and Energi E2 are removed from the market as potential wholesalers. Disposal of the Issuer's gas storage facility in Lille Torup, Jutland, which accounts for just over half of the Issuer's storage capacity. The gas storage facility must be sold at market price. The Issuer will retain the gas storage facility in Stenlille to ensure that there are two independent storage suppliers in Denmark. 2

3 The commitments referred to above are not expected to have any material impact on the previously announced outlook for Energy Company Acquisitions Upon satisfaction of the conditions on the share purchase agreements covered by the EU Clearance including the Vattenfall Agreement, the Issuer will obtain 100 per cent. ownership of the shares in Energi E2, Elsam, Copenhagen Energy, and Frederiksberg Forsyning and 99.4 per cent. ownership of the shares in Nesa. Since the EU Clearance, the Issuer s group has: increased its shareholding in Elsam from 25.4 per cent. to 64.7 per cent. through the completion of eight share purchase agreements leading to an aggregate 21.4 per cent. shareholding in Elsam being acquired in return for shares in the Issuer and 17.9 per cent. being acquired for a cash payment of DKK 4.3 billion. This has lead to the Issuer owning 99.4 per cent. of the shares of Nesa, indirectly through Elsam s 86.4 per cent. shareholding and directly through the Issuer s 13.0 per cent. holding. If the Vattenfall Agreement is completed, 100 per cent. of the shares in Elsam will be owned by the Issuer s group; and acquired approximately 24 per cent. of the shares in Energi E2 in return for shares in the Issuer and obtained control of Nesa s 36.0 per cent. shareholding in Energi E2. The remaining approximately 40 per cent. of the shares in Energi E2 are owned by Copenhagen Energy and five other municipalities holding minor shareholdings in Energi E2. If the Issuer s share purchase agreements with the Municipality of Copenhagen, the Municipality of Frederiksberg and four other municipalities are completed, 100 per cent. of the shares in Energi E2, Copenhagen Energy and Frederiksberg Fosyning will be directly or indirectly owned by the Issuer. The acquisitions referred to above have been funded through the use of existing cash holdings and in return for shares in the Issuer through an increase in the share capital of the Issuer as described below. 5 General Meeting of Shareholders At the General Meeting of shareholders of the Issuer held on 19 April 2006, the Danish Government (as owner of the Issuer) approved, among others, (i) an increase in its Supervisory Board from 9 to 11 members and (ii) an increase in the Issuer s share capital from DKK 2,143.6 million to DKK 2,937.1 million. The new members of the Issuer s Supervisory Board are Kresten Phillipsen, chairman of the Supervisory Board of Elsam and ESS Net A/S, and Poul Arne Nielsen, chairman of the Supervisory Board of SEAS-NVE A.m.b.A., member of the Supervisory Board of Energi E2 and mayor of the Municipality of Vallø. The Issuer s share capital has been increased in order to enable the execution of share swap agreements made with certain Elsam and Energi E2 shareholders. Following the execution of these share swap agreements on 19 April 2006, the shares of the Issuer are owned by the following entities as set out below: Government of Denmark 73.0 per cent. 3

4 SEAS-NVE Produktion A/S ESS Net A/S Energi Horsens Net Holding A/S NVE Netvirksomhed A/S Other shareholders 7.2 per cent. 7.0 per cent. 4.3 per cent. 3.7 per cent. 4.8 per cent. 6 Litigation Twelve former shareholders in Elsam, who have sold their shares in Elsam to Vattenfall, have announced their intention to bring a claim against the Issuer in the amount of approximately DKK 800 million, based on losses caused by an alleged circumvention of pre-emption rights in connection with the Issuer s acquisition of a company owning shares in Elsam. The Issuer has not yet been served with any proceedings and is therefore unable to provided any further information in relation to the alleged claim. On 30 November 2005, the Danish Competition Council ruled that Elsam had abused its dominant position in the electricity market in Western Denmark during the period from 1 July 2003 to 31 December As a consequence, the Competition Council has imposed a price ceiling on Elsam s submission of prices to Nord Pool ASA in situations where Elsam is deemed to hold a dominant position. The restriction has effect from 29 December 2005 until 31 December 2008 or until such time when the conditions in the electricity market have changed so that Elsam no longer holds a dominant position in the Western Denmark electricity market. Elsam has appealed the ruling to the Competition Appeals and Complaints Board, which on 27 January 2006, granted a stay of proceedings until the appeal has been finalised. The appeal is subject to an oral hearing by the Appeals and Complaints Board on 15 June The Issuer s group is also involved in various litigation and arbitration proceedings which arise in the ordinary course of the business, but management believes that none of these proceedings, either individually or in the aggregate, is likely to have a material adverse effect on its operating results or in its financial position. 7 Financial Statements of Elsam, Energi E2 and Nesa The following table sets out certain figures derived from the audited annual financial statements of Elsam, Energi E2 and Nesa for the years ended 31 December 2004 and Copies of the audited annual financial statements may be obtained from Elsam, Energi E2 and Nesa on request. 4

5 Financial Statements of Elsam, Energi E2 and Nesa for 2004 and 2005 (1) Elsam (2) Energi E2 (3) Nesa (2) DKKm (4) Income statement Revenues 12,145 9,336 7,241 6,576 4,024 3,676 EBITDA (6) 3,044 2,104 1, (5) Profit before tax 1,920 1,069 1, Profit after tax 1,436 2, Balance sheet Intangible assets 1,523 1,374 2,260 2, Fixed assets 17,040 17,041 8,519 8,838 5,741 5,715 Financial assets 6,619 7,016 2,649 2,684 3,934 3,838 Current assets (7) 6,626 5,324 2,759 2,258 2,894 2,245 Cash and securities (8) 4,688 3,986 1,170 1, Total assets 36,496 34,741 17,357 17,724 12,704 11,967 Total equity 17,531 17,084 10,485 10,174 9,200 8,662 (hereof minority interest) 1,310 1, Deferred tax 1,050 1, ,121 Other provisions 1,794 1,743 1,792 2, Long term debt 10,972 11,327 2,964 3, Long term liabilities 13,816 14,299 4,839 5,680 1,905 2,006 Bank and mortgage loans Other short term liabilities 4,383 2,915 1,904 1,427 1,544 1,245 Total liabilities 36,496 34,741 17,357 17,724 12,704 11,967 Notes (1) (2) (3) (4) (5) (6) (7) (8) Elsam, Energi E2 and Nesa have not been consolidated in the annual financial statements of the Issuer for At 31 December 2005 the Issuer owned 25.4 per cent. of the shares in Elsam and 13.0 per cent. of the shares in Nesa A/S and Nesa A/S owned 36 per cent. of the shares in Energi E2. The financial statements of Elsam and Nesa for 2005 were approved at the annual general meetings on 21 April 2006 and 6 April 2006 respectively. The financial statements of Elsam and Nesa for 2005 have been prepared in accordance with International Financial Reporting Standards (IFRS). The financial statements of Energi E2 for 2005 will be issued for approval at the annual general meeting scheduled to be held on 28 April The financial statements of Energi E2 for 2005 have been prepared in accordance with generally accepted accounting practice on Denmark (Danish GAAP). Nesa has been consolidated in the financial statements of Elsam since 1 April Nesa s Revenues and EBITDA for 2004 and 2005 do not include discontinued operations. EBITDA refers to the company s Earnings Before Interest Tax Depreciation and Amortisation. Other current (short-term) assets comprise Stocks, Receivables and Long-term assets for trading. Cash and securities include securities classified as current (short-term) assets. 5