Obligation Orsted Energia A/S 5.75% ( XS0499449261 ) en GBP

Société émettrice Orsted Energia A/S
Prix sur le marché 100 %  ⇌ 
Pays  Danemark
Code ISIN  XS0499449261 ( en GBP )
Coupon 5.75% par an ( paiement annuel )
Echéance 09/04/2040 - Obligation échue



Prospectus brochure de l'obligation Orsted A/S XS0499449261 en GBP 5.75%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Orsted A/S est une société énergétique danoise leader mondial dans l'énergie éolienne offshore, développant, construisant et exploitant des parcs éoliens en mer ainsi que des solutions énergétiques durables.

L'obligation identifiée par le code ISIN XS0499449261, émise par Orsted A/S, une entreprise multinationale danoise reconnue mondialement pour son rôle de premier plan dans le développement, la construction et l'exploitation de parcs éoliens offshore, ainsi que d'autres infrastructures d'énergie renouvelable et acteur majeur de la transition énergétique, est parvenue à maturité et a été intégralement remboursée à 100% de sa valeur nominale en livres sterling (GBP) le 9 avril 2040, conformément à ses termes originaux qui prévoyaient un taux d'intérêt annuel de 5.75% avec une fréquence de paiement unique par an.







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DONG ENERGY A/S
A.9.4.1.1
(incorporated as a public limited company in Denmark with CVR number 36213728)
A.9.4.1.2
A.12.1.1
5,000,000,000
A.13.4.1
Debt Issuance Programme
Under the Debt Issuance Programme described in this Prospectus (the "Programme"), DONG Energy A/S (the "Issuer"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the
"Notes"). Subject to compliance with all relevant laws, regulations and directives, the Notes may have no maximum maturity.
The aggregate nominal amount of Notes outstanding will not at any time exceed 5,000,000,000 (or the equivalent in other
currencies), subject to increase as provided in the Dealer Agreement (as defined on page 95).
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial
A.13.5.1
Services and Markets Act 2000 (the "FSMA") (the "UK Listing Authority") for Notes issued under the Programme during
the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the
"Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to
trading on the London Stock Exchange's EEA Regulated Market (the "Market"). References in this Prospectus to Notes being
"listed" (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been
admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European
Parliament and of the Council on markets in financial instruments. However, unlisted Notes may be issued pursuant to the
Programme. The relevant Final Terms (as defined below) in respect of the issue of any Notes will specify whether such Notes
will be listed on the Official List and admitted to trading on the Market.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and
any other terms and conditions not contained herein which are applicable to each Tranche (as defined below) of Notes will be
set out in Final Terms (the "Final Terms") which, with respect to Notes listed on the Official List and to be admitted to trading
by the London Stock Exchange will be delivered to the UK Listing Authority and the London Stock Exchange on or before
the date of issue of the Notes of such Tranche.
Each Series (as defined in "Overview of the Programme") of Notes in bearer form will be represented on issue by a
temporary global note in bearer form (a "temporary Global Note") or a permanent global note in bearer form (a "permanent
Global Note", and each of the temporary Global Note and permanent Global Note, a "Global Note"). Notes in registered form
will be represented by a global registered certificate (a "Global Certificate") or by registered certificates (each a
"Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series.
If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global Notes
will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common
Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Certificates will
be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream,
Luxembourg (the "Common Depositary").
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described
in "Summary of Provisions Relating to the Notes while in Global Form".
Notes issued under the Programme may be rated or unrated (in each case as specified in the applicable Final Terms). Where a
A.13.7.5
tranche of Notes is rated, it is expected to be rated by Moody's Investors Service Inc. ("Moody's") and Standard & Poor's
Rating Services, a division of The McGraw-Hill Companies Inc. ("S&P"), and such rating will be specified in the applicable
Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Prospectus.
Arranger
Barclays Capital
Dealers
Barclays Capital
BNP PARIBAS
Danske Bank
Deutsche Bank
J.P. Morgan
Morgan Stanley
Nordea
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
The date of this Prospectus is 24 March 2010


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This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and
for the purpose of giving information with regard to the Issuer and the Notes which, according to the
particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the A.13.1.1
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information A.13.1.2
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the A.9.1.1
import of such information.
A.9.1.2
A.12.1.1
No person has been authorised to give any information or to make any representation other than those A.12.1.2
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer, the
Arranger, Citicorp Trustee Company Limited (the "Trustee") or any of the Dealers (each as defined
below). Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall, under
any circumstances, create any implication that there has been no change in the affairs of the Issuer or of
the Issuer and its subsidiaries and affiliates taken together (the "Group") since the date hereof or the date
upon which this Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon
which this Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
In the case of any Notes which are to be admitted to trading on a regulated market within the
European Economic Area or offered to the public in a Member State of the European Economic Area
in circumstances which require the publication of a prospectus under the Prospectus Directive
(2003/71/EC) (the "Prospectus Directive"), the minimum specified denomination shall be 50,000 (or
its equivalent in any other currency as at the date of issue of the Notes).
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes
and on distribution of this Prospectus, see "Subscription and Sale".
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law
in certain jurisdictions. The Issuer, the Dealers and the Trustee do not represent that this Prospectus
may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer, the Dealers or the Trustee which would permit a
public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither
this Prospectus nor any advertisement or other offering material may be distributed or published in
any jurisdiction, except under circumstances that will result in compliance with any applicable laws
and regulations. Persons into whose possession this Prospectus or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus
and the offer or sale of Notes in the United States, the European Economic Area (including the United
Kingdom and the Kingdom of Denmark) and Japan, see "Subscription and Sale".
2


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To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility
for the contents of this Prospectus or for any other statement, made or purported to be made by the
Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the
Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort
or contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Prospectus or any such statement. Neither this Prospectus nor any other information supplied in
connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other
evaluation or (b) should be considered as a recommendation by the Issuer, any of the Dealers or the
Trustee that any recipient of this Prospectus or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Prospectus and its purchase of
Notes should be based upon such investigation as it deems necessary. None of the Dealers, the Trustee
or the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of
the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in
the Notes of any information coming to the attention of any of the Dealers, the Trustee or the Arranger.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "Danish
Kroner" and "DKK" are to the currency of the Kingdom of Denmark, "euro", "EUR" or "" are to the
currency introduced at the start of the third stage of European Economic and Monetary Union, pursuant to
the Treaty establishing the European Community, as amended, references to "Pounds Sterling", "GBP" and
"£" are to the currency of the United Kingdom, references to "Norwegian Kroner" are to the currency of
the Kingdom of Norway, references to "Swedish Kronor" are to the currency of the Kingdom of Sweden and
references to "U.S. dollars", "U.S.$" and "$" are to the currency of the United States of America.
In connection with the issue of any Tranche (as defined in "Overview of the Programme ­ Method of
Issue"), the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising
Managers") (or any person acting on behalf of any Stabilising Manager(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
3


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CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE ..........................................................................
5
SUPPLEMENTARY PROSPECTUS ......................................................................................................
6
RISK FACTORS......................................................................................................................................
7
OVERVIEW OF THE PROGRAMME ..................................................................................................
16
TERMS AND CONDITIONS OF THE NOTES ....................................................................................
21
USE OF PROCEEDS ..............................................................................................................................
44
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............
45
DONG ENERGY A/S..............................................................................................................................
50
FORM OF FINAL TERMS ....................................................................................................................
81
TAXATION..............................................................................................................................................
93
SUBSCRIPTION AND SALE ................................................................................................................
95
GENERAL INFORMATION ..................................................................................................................
99
GLOSSARY OF SELECTED ENERGY AND OTHER TERMS..........................................................
101
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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with (i) the annual report of the Issuer for the A9.11.2
financial year ended 31 December 2008 (excluding the section entitled "Outlook for 2009" appearing on A9.11.4.1
pages 10 and 11 of the annual report for the financial year ended 31 December 2008), and the audited
consolidated financial statements of the Issuer for the financial year ended 31 December 2009 (set out at
pages 68 to 161 of the annual report of the Issuer for the financial year ended 31 December 2009), together
in each case with the audit report thereon, and (ii) the terms and conditions set out on pages 20 to 41 of the
prospectus dated 17 April 2009, the terms and conditions set out on pages 19 to 40 of the prospectus dated A.9.11.1
20 February 2008 and pages 19 to 40 of the prospectus dated 16 December 2005 relating to the Programme,
each of which have been previously published or are published simultaneously with this Prospectus and
which have been approved by the Financial Services Authority or filed with it. Such documents shall be
incorporated in and form part of this Prospectus, save that any statement contained in a document which is
incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the
extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise). Any statement so modified or superseded shall not, except as so modified or
superseded, constitute a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained without charge from, the A9.14
website of the Regulatory News Service operated by the London Stock Exchange at
www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-news-home.html.
The table below sets out the relevant page references for the audited consolidated annual financial statements
for the financial years ended 31 December 2008 and 31 December 2009 as set out in the Issuer's applicable
annual report.
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2008
Income Statement..........................................................................................................................
Page 54
Balance Sheet................................................................................................................................
Page 56
Cash Flow Statement ....................................................................................................................
Page 59
Accounting Principles ..................................................................................................................
Page 61
Notes ............................................................................................................................................
Page 60
Auditor's Report............................................................................................................................
Page 53
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2009
Income Statement..........................................................................................................................
Page 68
Balance Sheet................................................................................................................................
Page 70
Cash Flow Statement ....................................................................................................................
Page 73
Accounting Principles ..................................................................................................................
Page 138
Notes ............................................................................................................................................
Page 74
Auditor's Report............................................................................................................................
Page 200
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SUPPLEMENTARY PROSPECTUS
If at any time the Issuer shall be required to prepare a supplemental prospectus pursuant to section 87G of
the FSMA, the Issuer will prepare and make available an appropriate amendment or supplement to this
Prospectus or a further prospectus which, in respect of any subsequent issue of Notes to be listed on the
Official List and admitted to trading on the Market, shall constitute a supplemental prospectus as required
by the UK Listing Authority and Section 87G of the FSMA.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme
there is a significant new factor, mistake or material inaccuracy relating to information contained in this
Prospectus which is capable of affecting the assessment of any Notes and whose inclusion in this Prospectus
or removal is necessary for the purpose of allowing an investor to make an informed assessment of the assets
and liabilities, financial position, profits and losses and prospects of the Issuer, and the rights attaching to the
Notes, the Issuer shall prepare an amendment or supplement to this Prospectus or publish a replacement
prospectus for use in connection with any subsequent offering of the Notes and shall supply to each Dealer
such number of copies of such supplement hereto as such Dealer may reasonably request.
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RISK FACTORS
A.9.3.1
z
A.13.2
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued A.12.2
under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is
not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts
on or in connection with any Notes for other reasons and the Issuer does not represent that the statements
below regarding the risks of holding any Notes are exhaustive. 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.
The Issuer is an integrated energy company with leading market positions in Denmark as well as positions
in other key Northern European markets. The Issuer's principal activities include generation of power and
heat, including thermal generation and renewable generation; exploration for, and development and
production of, natural gas and oil; distribution of power and natural gas; natural gas and power wholesale
activities, with a particular focus on the sourcing and sale of natural gas; sale of natural gas and power to
end-customers; and ownership and operation of certain infrastructure assets, including a natural gas storage
facility in Denmark. For further information, see "DONG Energy A/S".
Factors that may affect the Issuer's ability to fulfill its obligations under Notes issued under the
Programme
Risks relating to Commodity Prices, Currency Exchange Rates and Financial Markets
·
The Issuer's risk exposure to fluctuations in commodity prices and currency exchange rates is
complex and the results of some of its operations may benefit from an increase in the price of a
commodity or value of a currency while the results of other operations may be adversely affected by
the same increase. In addition, movements in one commodity price or currency value may be
correlated at times with movements in prices of other commodities or currencies that are important to
the Issuer, whereas at other times there will be no meaningful correlations.
·
Fluctuations in the prices of power, coal and other fuels utilised in, and of certificates for the emission
of carbon dioxide ("CO2 Certificates") related to, the Issuer's power and heat generation may
materially adversely affect its results of operations, cash flows or financial condition.
·
Fluctuations in the market prices of green certificates, including renewables obligation certificates in
the UK market, related to the Issuer's renewable power generation may materially adversely affect its
results of operations, cash flows or financial condition.
·
Fluctuations in the prices of crude oil, oil products and natural gas may materially adversely affect the
Issuer's results of operations, cash flows or financial condition.
·
The pricing of the Issuer's natural gas supply and sales contracts, including its contracts with the
Danish Underground Consortium (the "DUC"), which is currently composed of A.P. Møller ­ Mærsk
A/S, Shell Olie- og Gasudvikling Danmark B.V. and Chevron Danmark Inc., is based on complex
variables including market prices for various fuels and currency exchange rates, and is subject to
indexations, periodic recalculations and potential renegotiations. A change in any of these factors
could affect the profitability of the Issuer's sales of natural gas and may materially adversely affect its
results of operations, cash flows or financial condition.
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RISK FACTORS
·
Fluctuations in currency exchange rates, including, in particular, U.S. Dollars, and also Pounds
Sterling, Norwegian Kroner, Euros, Polish Zloty and Swedish Kronor, relative to Danish Kroner may
materially adversely affect the Issuer's results of operations, cash flows or financial condition.
·
The Issuer anticipates significant capital expenditure in the coming years (see "DONG Energy A/S ­
Capital Expenditure") and makes significant long-term capital expenditures and commitments on the
basis of forecasts of future prices which may turn out to be wrong. Any such inaccuracy may have a
material adverse effect on the profitability of these capital expenditures and commitments, and as a
result, the Issuer's business, results of operations or financial condition may be materially affected.
·
The Issuer's ability to secure financing through the credit or capital markets may be materially
adversely affected by a financial crisis, globally or affecting a particular geographic region, industry
or economic sector or by a downgrade or potential downgrade in the Issuer's credit rating. For these
or other reasons, the cost of financing may be significantly increased or, if sufficient financing proves
to be unavailable even at unattractive terms, the Issuer may not be able to meet its financial
requirements. Such increase in cost or inability to meet financial requirements could materially and
adversely affect the Issuer's business, results of operations and financial condition.
Other Risks Relating to the Issuer's Industry
·
The markets in which the Issuer operates are increasingly competitive and any failure on the Issuer's
part to compete effectively on an ongoing basis could materially adversely affect the Issuer's business,
results of operations or financial condition.
·
The Issuer has been, is, and will continue to be subject to a number of EU and national laws and
regulations including financial regulations on regulated activities and subsidy schemes which are
subject to change, as well as competition and other regulatory investigations and decisions by EU and
Danish competition authorities, such as for alleged abuse of dominant position, which could
materially adversely affect the Issuer's business, results of operations or financial condition. See also
"DONG Energy A/S ­ Legal Proceedings".
·
The Issuer may incur material costs to comply with, or as a result of, health, safety, and environmental
laws and other related national and EU regulations, in particular those relating to the release of carbon
dioxide and other emissions. Such increases in costs may materially affect the Issuer's business,
results of operations or financial condition.
·
The Issuer is exposed to potentially adverse changes in the tax regimes in each jurisdiction in which
it operates and changes to such regimes may have a material adverse impact on the Issuer's results of
operations or financial condition.
·
Seasonality and weather fluctuations and long-term shifts in climate, including, but not limited to,
unseasonably warm weather in autumn and winter, high levels of precipitation and unexpected wind
conditions, may affect both demand for the Issuer's products and the Issuer's generation levels for
power and heat, which could materially adversely affect the Issuer's business, results of operations or
financial condition.
·
Failure to acquire or retain the personnel the Issuer needs for its operations, or cost inflation in relation
to the acquisition or retention of such personnel, could materially adversely affect the Issuer's
business, results of operations or financial condition. Notwithstanding anything in this risk factor, this
risk factor should not be taken as implying that the Issuer will be unable to comply with its
information disclosure obligations as a company with securities admitted to the Official List.
·
A delayed or insufficient supply of the materials and equipment that the Issuer needs for its
operations, such as compressors, drilling rigs, offshore turbines and boilers, including with respect to
its investment opportunities and projects, or cost inflation in relation to such material and equipment,
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RISK FACTORS
could result in significant cost overruns or delays in completion of the development of the Issuer's
assets and could materially adversely affect its business, results of operations or financial condition.
·
The Issuer's exploration for, and development and production of, natural gas and oil exposes it to
inherent risks and uncertainties, such as unexpected natural phenomena, unpredictability of
discoveries and environmental hazards, that could materially adversely affect its business, results of
operations or financial condition.
·
The Issuer's proved plus probable ("2P") natural gas and oil reserves set forth herein and field
production expectations are only estimates and are inherently uncertain, and the actual size of deposits
and production may differ materially from these estimates and expectations. Changes to the reserve
estimates in relation to an unitisation of licenses ("Cluster") in which the Issuer has an ownership
interest, may lead to a redetermination of the Issuer's ownership share in the Cluster, which may affect
the Issuer's 2P reserves, capital expenditure and/or production in and from the Cluster.
·
Disruptions to the Issuer's operations, which may be caused by technical breakdowns at the Issuer's
power stations, wind power assets, gas and oil assets, distribution grids or other assets, aged or
defective facility components, adverse weather conditions, natural disasters, labour disputes, ill-
intentioned acts or other accidents or incidents, could result in shutdowns, delays, or long-term
stoppages in production or distribution, materially adversely affecting the Issuer's results of
operations or financial condition and resulting in harm to the Issuer's reputation.
Risks Relating to the Issuer's Business
·
Adverse changes in the level of economic activity, including as a result of the current global financial
crisis, may lead to lower prices and to declining demand for power, particularly as a result of reduced
activity in industry. If such decline in demand continues, it could materially and adversely affect the
Issuer's business, results of operations and financial condition.
·
The Issuer faces risks and uncertainties in the procurement of natural gas. It expects to receive
significantly less gas through certain of its existing long-term supply contracts in the coming years,
particularly through its contracts with the DUC (from which the Issuer has historically sourced a
substantial majority of its natural gas requirements) due to gas depletion and other reasons. The Issuer
may not be able to obtain alternative natural gas or obtain such gas at commercially attractive prices,
which could materially and adversely affect the Issuer's business, results of operations and financial
condition.
·
The Issuer's strategy for the future development of its business is supported by an investment portfolio
with regard to which it anticipates making significant capital expenditures in the coming years (see
"DONG Energy A/S ­ Capital Expenditure"). There can be no assurance that it will be able to secure
the various investment opportunities on economically attractive terms or secure investment
opportunities at all or that, once secured, such opportunities will ultimately prove profitable. Any such
failure may have a material adverse effect on the Issuer's business, results of operations or financial
condition.
·
The Issuer faces risks, such as those relating to integration and unknown obligations, in respect of its
recent mergers and acquisitions transactions and it would also face similar risks if it engages in future
mergers and acquisitions transactions.
·
The Issuer is involved in litigation and arbitration proceedings which, if determined against it, could
have a material adverse effect on the Issuer's business, results of operations or financial condition, and
it remains exposed to such liability in the future. For further details, see "DONG Energy A/S ­ Legal
Proceedings".
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RISK FACTORS
·
The Issuer holds minority interests in a number of assets, including the Ormen Lange field and the
Gassled system. A lack of control over such assets could result in collective strategic, tactical and
operational decisions with respect to these assets diverging from the Issuer's individual interests,
which could materially adversely affect the Issuer's results of operations or financial condition.
·
The Issuer's windpower business is subject to certain risks, including technical defects of the
construction, equipment and machinery, batch faults, adverse weather conditions, change of subsidy
schemes, business interruptions against which the Issuer is not insured and obsolescence of the
technologies, resulting from development of new technology, rapid technological change and the
location of the Issuer's offshore wind farms, which may adversely affect the Issuer's business, results
of operations or financial condition.
·
The Issuer's results of operations or financial condition may be materially adversely affected if it does
not effectively manage its exposure to commodity, currency exchange, interest rate or counterparty
risk.
·
The Issuer's hedging and trading activities, which mainly cover commodities price and currency
exchange rate fluctuations but also include some proprietary trading, may result in losses which could
materially adversely affect the Issuer's results of operations or financial condition if the hedging in
place, which in some cases may be based on expected high correlations between different types of
energy commodities, proves not to be efficient or suffers from illiquidity or inefficiencies in the
relevant markets, if the Issuer's risk management systems and procedures do not adequately capture
the risk exposure from these activities or if the IT systems and contingency procedures that support
these activities break down or are inadequate.
·
The Issuer operates facilities and infrastructure that may cause significant harm to the natural or
human environment and accidents in or near, or external attacks to, such facilities and infrastructure
may have serious consequences and could materially adversely affect the Issuer's results of operations
or financial condition.
·
The Issuer has entered into energy sourcing and supply contracts which are conditional upon the
completion of new infrastructure assets, such as the Nord Stream pipeline. In the event such
infrastructure assets are not developed or do not operate according to expectations this may materially
adversely affect the Issuer's results of operations or financial condition.
·
The Issuer is dependent upon the availability of gas and power transmission and distribution
infrastructure owned by external parties in order to meet its contractual supply obligations or for the
transportation of the Issuer's own production of gas and power. If such essential infrastructure is no
longer available for whatever reason, or if booked capacity with gas or power transmission or
distribution operators cannot be utilised or sold, it could materially adversely affect the Issuer's results
of operations or financial condition.
·
The Issuer is not insured against all potential losses and could be seriously harmed by operational
catastrophes or external attacks. For further detail, see "DONG Energy A/S - Risk Management -
Insurable Risks". Notwithstanding anything in this risk factor, this risk factor should not be taken as
implying that the Issuer will be unable to comply with its information disclosure obligations as a
company with securities admitted to the Official List.
·
The Kingdom of Denmark is the Issuer's majority shareholder and may control or otherwise influence
important actions it takes, such as decisions on dividends, approval of the financial reports or
amendments to the Issuer's corporate documents. Conversely, if the Kingdom of Denmark ceases to
be the Issuer's majority shareholder, the Issuer will be required to sell certain of its Danish natural gas
infrastructure assets. For further detail, see "DONG Energy A/S - History and Development ­ General
Overview".
10


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