Obligation A.P. Moller - Maersk 6.25% ( NO0010560899 ) en NOK

A.P. Moller - Maersk

99.5 % ⇌

Danemark

NO0010560899 ( en NOK )

6.25% par an ( paiement annuel )

16/12/2016 - Obligation échue

Prospectus brochure de l'obligation A.P. Moller - Maersk NO0010560899 en NOK 6.25%, échue

500 000 NOK

2 000 000 000 NOK

L'Obligation émise par A.P. Moller - Maersk ( Danemark ) , en NOK, avec le code ISIN NO0010560899, paye un coupon de 6.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/12/2016

PROSPECTUS
A.P. Møller Mærsk A/S

Issue of
NOK 2,000,000,000 6.25% Bonds due 2016
NOK 2,000,000,000 Floating Rate Bonds due 2014

Managers:

Danske Bank A/S
Nordea Markets
SEB

Prospectus dated 14 December 2009

IMPORTANT NOTICE
Danske Bank A/S, Nordea Bank Danmark A/S, and Skandinaviska Enskilda Banken, Denmark,
branch of Skandinaviska Enskilda Banken AB (publ.), Sweden (together, the "Managers") have
not independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Managers as to the accuracy or completeness of the information contained or
incorporated in this Prospectus or any other information provided by the Issuer in connection
with the offering of the NOK 2,000,000,000 6.25% Bonds due 2016 (the "Fixed Rate Bonds")
and the NOK 2,000,000,000 Floating Rate Bonds due 2014 (the "Floating Rate Bonds") to be
issued by A.P. Møller - Mærsk A/S (the "Issuer"). In this Prospectus, the term "Bond" or
"Bonds" shall, unless the context otherwise requires, be used to mean any of the Fixed Rate
Bonds or the Floating Rate Bonds or all of such Bonds taken together, as the context requires.
No Manager accepts any liability in relation to the information contained or incorporated by
reference in this Prospectus or any other information provided by the Issuer in connection with
the offering of the Bonds or their distribution.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information
supplied in connection with the offering of the Bonds and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or any of
the Managers.
SALES RESTRICTIONS
The distribution of this Prospectus and the offering or sale of the Bonds in certain jurisdictions
may be restricted by law. This Prospectus may not be distributed or otherwise made available
and the Bonds may not be offered or sold, directly or indirectly, in any jurisdiction, unless such
distribution, offering or sale is permitted under applicable laws in the relevant jurisdiction.
United States
The Bonds have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in certain transactions
exempt from the registration requirements of the Securities Act.
The Bonds are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to a United States person, except in certain
transactions permitted by U.S. tax regulations. Terms used in this paragraph have the
meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations
thereunder.
Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not
offer, sell or deliver the Bonds (a) as part of their distribution at any time or (b) otherwise until
40 days after the later of the commencement of the offering and the Issue Date (as defined
below) within the United States or to, or for the account or benefit of, U.S. persons and that it
will have sent to each dealer to which it sells any Bonds during the distribution compliance
period a confirmation or other notice setting forth the restrictions on offers and sales of the
Bonds within the United States or to, or for the account or benefit of, U.S. persons. Terms
used in this paragraph have the meanings given to them by Regulation S under the Securities
Act.

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In addition, until 40 days after the commencement of the offering, an offer or sale of Bonds
within the United States by any dealer that is not participating in the offering may violate the
registration requirements of the Securities Act.
United Kingdom
Each Manager has represented and agreed that:
(a)
it has only communicated or caused to be communicated and will only communicate or
cause to be communicated an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the
"FSMA") received by it in connection with the issue or sale of any Bonds in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to any Bonds in, from or otherwise involving the
United Kingdom.
Kingdom of Denmark
Each Manager has represented and agreed that it has not offered or sold and will not offer, sell
or deliver any Bonds directly or indirectly in the Kingdom of Denmark by way of a public
offering, unless in compliance with Consolidated Danish Act no. 795 of 20 August 2009 on
Trading in Securities, as amended, and in compliance with Executive Order No. 964 of 30
September 2009 to the Danish Financial Business Act, to the extent applicable.
Kingdom of Norway
Each Manager has represented and agreed that it has not offered or sold and will not offer, sell
or deliver any Bonds directly or indirectly in the Kingdom of Norway by way of a public
offering, unless in compliance with the Norwegian Securities Trading Act of 2007 and
regulations thereunder.

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CONTENTS
IMPORTANT NOTICE................................................................................................... 2
SALES RESTRICTIONS ................................................................................................ 2
A.
RISK FACTORS ............................................................................................... 7
1
GENERAL INFORMATION ...................................................................................... 7
2
ISSUER RISKS................................................................................................... 7
3
PRODUCT CHARACTERISTICS AND RISKS ................................................................ 10
4
MARKET RISK ................................................................................................. 11
B.
OVERVIEW ................................................................................................... 13
C.
REGISTRATION DOCUMENT FOR THE BONDS ............................................... 16
1
PERSONS RESPONSIBLE..................................................................................... 16
1.1.
Persons responsible for information in this Prospectus ......................................... 16
1.2.
Declaration in respect of the information provided in this Prospectus ..................... 16
2
AUDITORS ..................................................................................................... 17
2.1.
Names and addresses of A.P. Møller Mærsk A/S's auditors ................................ 17
2.2.
Resignation, removal or lack of re-appointment of auditors .................................. 17
3
RISK FACTORS ................................................................................................ 17
4
INFORMATION ABOUT A.P. MØLLER - MÆRSK A/S: ................................................ 17
4.1.
History and development of A.P. Møller - Mærsk A/S........................................... 17
4.1.1. Legal name and secondary names.................................................................... 17
4.1.2. Place of registration and registration number ..................................................... 18
4.1.3. Date of incorporation...................................................................................... 18
4.1.4. Domicile, legal form, legislation, address, etc..................................................... 18
4.1.5. Recent events particular to A.P. Møller Mærsk A/S which are to a material extent
relevant to the evaluation of the solvency of A.P. Møller - Mærsk A/S .................... 18
5
BUSINESS OVERVIEW ....................................................................................... 18
5.1.
Principal activities .......................................................................................... 18
5.1.1. A.P. Møller - Mærsk A/S's principal activities, including the main categories of
products sold and/or services performed ........................................................... 18
5.1.2. Basis for any statements regarding A.P. Møller Mærsk A/S's competitive position . 20
6
ORGANISATIONAL STRUCTURE ............................................................................ 20
6.1.
Description of the A.P. Moller - Maersk Group .................................................... 20
6.2.
Dependency on other entities of the Group ........................................................ 20
7
TREND INFORMATION ....................................................................................... 20
7.1.
Statement about the prospects of A.P. Møller - Mærsk A/S................................... 20
8
PROFIT FORECASTS OR ESTIMATES ....................................................................... 20

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9
BOARD OF DIRECTORS, EXECUTIVE BOARD AND SUPERVISORY BODIES ......................... 20
9.1.
Information regarding members of the Board of Directors and the Executive Board of
A.P. Møller Mærsk A/S ................................................................................. 20
9.2.
Statement on conflicts of interest ..................................................................... 24
10
MAJOR SHAREHOLDERS ..................................................................................... 24
10.1.
Information about major shareholders, etc. ....................................................... 24
10.2.
Arrangements regarding a change of control of A.P. Møller - Mærsk A/S ................ 25
11
FINANCIAL INFORMATION CONCERNING A.P. MØLLER MÆRSK A/S'S ASSETS AND
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ................................................ 25
11.1.
Historical financial information ......................................................................... 25
11.2.
Financial statements ...................................................................................... 25
11.3.
Auditing of historical annual financial information ............................................... 25
11.3.1. Statement on audit of historical financial information .......................................... 25
11.3.2. Indication of other information in the registration document which has been audited
by the auditors. ............................................................................................. 25
11.3.3. Information regarding unaudited financial information......................................... 25
11.4.
Age of latest financial information .................................................................... 26
11.5.
Legal and arbitration proceedings..................................................................... 26
11.6.
Significant changes in financial or trading position .............................................. 26
12
MATERIAL CONTRACTS ...................................................................................... 26
13
THIRD PARTY INFORMATION AND EXPERT STATEMENTS AND DECLARATIONS OF INTEREST .. 26
14
DOCUMENTS ON DISPLAY................................................................................... 26
D.
SECURITIES NOTE FOR THE BONDS ............................................................. 28
1
PERSONS RESPONSIBLE..................................................................................... 28
1.1.
Persons responsible for information in this Prospectus ......................................... 28
1.2.
Declarations relating to this Prospectus ............................................................. 28
2
RISK FACTORS ................................................................................................ 28
3
KEY INFORMATION........................................................................................... 28
4
INFORMATION CONCERNING THE BONDS TO BE ADMITTED TO TRADING ......................... 29
4.1.
Total amount of the Bonds being admitted to trading .......................................... 30
4.2.
Bonds type, class and ISIN code ...................................................................... 30
4.3.
Legal basis for the Bonds ................................................................................ 30
4.4.
Information on form of Bonds .......................................................................... 30
4.5.
Currency of the Bonds .................................................................................... 31
4.6.
Ranking of the Bonds ..................................................................................... 31
4.7.
Description of rights ....................................................................................... 31
a
Further issues ............................................................................................... 31
b
Early redemption for tax reasons ..................................................................... 32
c
Bondholders' put option upon the occurrence of a mandatory offer........................ 32
d
Taxation ....................................................................................................... 33
e
Events of default ........................................................................................... 34
f
Limitation ..................................................................................................... 36
g
Notices......................................................................................................... 36
h
Purchases ..................................................................................................... 36

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i
Paying Agency and Registrar Agreement ........................................................... 36
j
Modifications ................................................................................................. 36
k
Payments ..................................................................................................... 37
4.8.
Interest ........................................................................................................ 37
a
Fixed Rate Bonds ........................................................................................... 37
b
Floating Rate Bonds ....................................................................................... 38
4.9.
Maturity date ................................................................................................ 40
4.10.
Yield ............................................................................................................ 40
4.11.
Representation of Bondholders and the Trustee.................................................. 40
4.12.
Resolutions, authorisations and approvals ......................................................... 41
4.13.
Date of issue of the Bonds .............................................................................. 41
4.14.
Description of any restrictions on the free transferability of the Bonds ................... 42
5
AGREEMENTS ON ADMISSION TO TRADING AND LISTING ............................................ 42
5.1.
Admission to trading and listing ....................................................................... 42
5.2.
Name, address and initial specified office of the paying agent............................... 42
6
EXPENSES OF ADMISSION TO TRADING.................................................................. 42
7
ADDITIONAL INFORMATION ............................................................................... 42
7.1.
Advisers ....................................................................................................... 42
7.2.
Audit of information in the securities note ......................................................... 42
7.3.
Statements or reports attributed to an expert .................................................... 43
7.4.
Information from third parties ......................................................................... 43
7.5.
Credit rating ................................................................................................. 43
E.
TAXATION .................................................................................................... 44
F.
DEFINITIONS............................................................................................... 48
G.
LIST OF DOCUMENTS INCORPORATED INTO THIS PROSPECTUS BY
REFERENCE .................................................................................................. 49

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A. Risk factors
A.P. Møller Mærsk A/S believes that the following factors may affect its ability to fulfil its
obligations under the Bonds. All of these factors are contingencies which may or may not
occur and A.P. Møller Mærsk A/S is not in a position to express a view on the likelihood of
any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated
with the Bonds are described below.
A.P. Møller Mærsk A/S believes that the factors described below represent the principal risks
inherent in investing in the Bonds, but A.P. Møller Mærsk A/S may be unable to pay interest,
principal or other amounts on or in connection with the Bonds for other reasons which may not
be considered to be the principal risks by A.P. Møller Mærsk A/S based on information
currently available to it or which it may not currently be able to anticipate. Prospective
investors should also read the detailed information set out elsewhere in this Prospectus and
reach their own views prior to making any investment decision. Prospective investors are
recommended to seek independent advice concerning legal, accounting and tax issues relating
to the specific circumstances of individual investors before deciding whether or not to invest in
the Bonds.
1 General
information
This Prospectus describes in general terms some of the issues and risks which prospective
investors should consider before making an investment in the Bonds. This Prospectus is not
intended to provide and explain comprehensively all information, or to provide an in-depth
analysis, necessary to make an evaluation of the financial consequences of investing in the
Bonds. This Prospectus should not be construed as a recommendation to invest, and
prospective investors should invest in the Bonds only if the Bonds are consistent with the
investor's financial objectives.
Investors should be aware that the Bonds are exposed to market conditions of a general
nature. Accordingly, the market price of the Bonds may be influenced by, for example,
economic factors that cannot be foreseen at the time of investment. Investors should be aware
that the number of Bonds in circulation may fluctuate over the term of the Bonds and that the
marketability of the Bonds in the secondary market may change over the term of the Bonds,
thus limiting investors' ability to sell the Bonds. In conducting its business activities, A.P.
Møller - Mærsk A/S assumes risks of a varying nature, any and all of which may affect A.P.
Møller - Mærsk A/S's performance and the value of the Bonds.
2 Issuer
risks
Investors assume a risk in respect of A.P. Møller Mærsk A/S's repayment ability.
The A.P. Moller - Maersk Group (the "Group"), comprising A.P. Møller - Mærsk A/S and its
subsidiaries, is a global enterprise with some 120,000 employees in around 130 countries and
global headquarters in Copenhagen, Denmark. The Group's main business areas are: oil and
gas (exploration, production, drilling rigs and tanker and supply vessels) and the container
transport industry (container shipping, terminals, logistics and forwarding, etc.). In addition,
the Group has interests within areas such as commercial banking, retail trade, ferry operations
and car carriers. Additional information on the business areas of the Group and the Annual
Reports of A.P. Møller Mærsk A/S are available on www.maersk.com.

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There is significant uncertainty relating to the Group's results, not least as a result of the
developments in the world economy. Container freight rates, transported volumes, exchange
rates, interest rates, liquidity and oil prices are all subject to particular uncertainty. To
illustrate these uncertainties, information is provided on certain risks below; see also "Financial
review" on pages 42-48 of the A.P. Møller Mærsk A/S Annual Report 2008.
Freight rates and cargo volumes
Shipping activities are very sensitive to economic fluctuations. Freight rates and cargo volumes
are sensitive to developments in international trade, including the geographical distribution
and the supply of tonnage. The Group's profit is very sensitive to changes in volumes and
rates.
Currency
The Group's income from shipping and oil related activities is primarily denominated in U.S.
Dollars ("USD"), while the related expenses are incurred in a wide range of currencies such as
USD and USD-related currencies, as well as Danish kroner ("DKK"), euro ("EUR"), Chinese
yuan ("CNY"), pounds sterling ("GBP"), etc. Other activities, including land-based container
activities, terminal activities and retail activities are mainly locally based, so that income and
expenses are mainly denominated in the same currency, thus reducing the Group's exposure
to the currencies in question. Overall, however, the Group has net income in USD and net
expenses in most other currencies.
Due to the net earnings in USD, it is also the primary financing currency. Consequently the
Group's loans are mainly denominated in USD.
The Group uses various financial instruments to limit the impact of exchange rate fluctuations.
The key aspects of the currency hedging policy are as follows:
·
Net operating costs in other significant currencies than USD are hedged with forward
contracts with a 12-month horizon
·
Future investment commitments in other currencies than USD are hedged with forward
contracts or foreign exchange options
·
Net receivables in other currencies than USD are partly hedged with forward contracts.
Currency hedging contracts reduce the exposure to fluctuating economic conditions. From an
accounting aspect certain hedge contracts qualify for hedge accounting in accordance with IAS
39 and are treated as such. Other hedge contracts do not qualify for hedge accounting and the
income statement can be affected accordingly, which will have accounting consequences that
do not match the timing of the economic exposure.
All other things being equal, as a general statement, a stronger USD exchange rate will, in the
long term, have a positive effect on the net result and cash flow. A stronger USD exchange
rate will also have a positive effect on the Group's equity measured in DKK, but a negative
effect in USD. In the short term a rising USD exchange rate can have a negative effect on the
net result due to value adjustment of receivables and other financial assets in other currencies
than USD, and hedge contracts that do not qualify for hedge accounting.
Interest
The Group has net interest expenses mostly in USD but also in other currencies such as DKK,
EUR, GBP and Australian dollars ("AUD"). Some loans are at fixed interest rates, while others
are at floating rates.

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The Group strives to maintain a combination of fixed and floating interest rates on its net
liabilities that reflect expectations and risks. The interest rate on floating rate loans is partly
hedged through interest rate swaps that fix the interest rate for a certain period. At the end of
2008, the interest expenses were fixed for 2009 for 84% of loans, with a declining share in the
following years.
Liquidity
The Group attaches great importance to maintaining a financial reserve to cover the Group's
obligations and investment opportunities, and to provide the capital necessary to offset
changes in the Group's liquidity due to changes in operational cash flow.
In addition to bank deposits and holdings of marketable securities, the Group's financial
reserve comprises unutilised long-term loan facilities. The flexibility of the financial reserve is
subject to ongoing prioritisation and optimisation, among other things by focusing on release
of capital and following up on the development in working capital.
Based on the size of the committed loan facilities (including funding of specific assets), the
term of the loan facilities and the declining investment profile, the Group's financial resources
are considered to be satisfactory.
The average duration of the loan facilities in the Group was more than five years as at 30 June
2009.
Oil prices
Income from oil and gas activities are sensitive to the development in the price of crude oil.
The effect on earnings is, however, reduced by taxes and government shares, some of which
change progressively with changes in the crude oil price or in other factors.
For the shipping activities, particularly container shipping, bunker oil is a significant expense.
The exposure to changes in bunker oil prices is only partially covered by fuel surcharges
("BAF").
The container shipping market significantly impacts Maersk Line's opportunities to compensate
for higher bunker prices with higher BAF, whereby the BAF ratio is affected by the general
underlying market conditions.
For the Group, the development in the crack (the difference between the prices of crude oil
and bunker oil) is a significant risk factor. A widened crack (i.e. the price of crude oil rising
more than the price of bunker oil) results in income from oil and gas activities rising faster
than the costs incurred by shipping activities. This will have a positive effect on the earnings of
the Group, while a narrowed crack will have a negative effect.
Overall, and in the long term, an increase in oil prices is expected to have a positive net effect
on the result of the Group, as the positive effect for the oil and gas activities more than
outweighs the negative effect for the container activities, where a larger share of the increased
bunker prices must be expected to be compensated through freight rates.
In order to limit the negative effect on changes in oil prices, the Group enters into hedge
contracts, primarily options. The current hedging policy follows a dynamic strategy intended to
offset the effects of a long lasting decline in oil prices.

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Health, safety and environmental risks
The Group is engaged in energy-intensive industries such as shipping and oil and gas
production. As a result, many of the Group's employees work under challenging conditions.
The Group applies many resources on constantly enhancing its energy consumption in order to
reduce the environmental impact of its business activities while also continuously maintaining
control of employee working conditions.
External risks
The political, legal and regulatory conditions under which the Group operates represent a risk
to A.P. Møller - Mærsk A/S. Changes in these conditions may result in increased uncertainty
with respect to the planning of the Group's business activities. A.P. Møller - Mærsk A/S seeks
to minimise these risks through an active and constructive dialogue with the regulatory
authorities and the politicians.
Other risks

In addition to exposure to oil price risks, earnings from oil and gas activities are very sensitive
to changes in taxation.
3
Product characteristics and risks

The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light
of its own circumstances. In particular, each potential investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the
Bonds, the merits and risks of investing in the Bonds and the information contained or
incorporated by reference in this Prospectus;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Bonds and the impact
such investment will have on its overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Bonds;
·
understand thoroughly the terms of the Bonds; and
·
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
Because the Bonds will be registered with the VPS, investors will have to rely on the
procedures of this clearing system for transfer, payment and communication with the Issuer
The Bonds will be registered in dematerialised form with Verdipapirsentralen ASA in Norway
(the "VPS"). VPS will maintain records of the ownership to the Bonds. The Bonds will not be
evidenced by any physical note or title other than statements of accounts made by VPS.
Transfer of ownership investors must be executed through VPS. The Issuer will discharge its
payment obligations under the Bonds relying on the procedures of VPS. The Issuer has no
responsibility or liability for the records maintained by VPS. Investors with accounts in
Euroclear Bank S.A./N.V. (``Euroclear'') or Clearstream Banking, société anonyme
(``Clearstream, Luxembourg'') may hold the Bonds in their accounts with such clearing systems

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