KONINKLIJKE P&O NEDLLOYD N.V.

KONINKLIJKE P&O NEDLLOYD N.V.

Previous company name
KONINKLIJKE NEDLLOYD N.V.
Name change date
4/16/2004
Company Overview
Based in Rotterdam, Netherlands, Koninklijke P&O Nedlloyd N.V. is a holding company that, through its subsidiary, is engaged in the provision of global port-to-port container shipping services. The company was formed in 2004 following the acquisition of P&O Group’s 50% interests in P&O Nedlloyd Container Line Limited (PONL) by Royal Nedlloyd N.V.
PONL, a wholly owned subsidiary of P&O Nedlloyd, is a leading provider of point-to-point container shipping services. It operates more than 70 trade lanes and provides connections to more than 250 main ports in 120 countries worldwide. This subsidiary also provides a range of value-added logistics services, from relatively simple freight management to sophisticated supply chain management, to support its core business.
P&O Nedlloyd also holds interests in Martinair, an airline company. Martinair is an internationally active group with several airline related subsidiaries. Its core activity is aviation, and it operates international charter- freight- and scheduled flights.
In 2005, P&O Nedlloyd was acquired by the A.P. Moller-Maersk Group (Maersk), a global group involved in a diverse range of business industries such as transportation, oil production and shipbuilding. The company was then merged with Maersk’s container shipping business Maersk-Sealand to form Maersk Line, one of the leading liner shipping companies in the world, serving customers all over the globe.
Business Summary
Royal Nedlloyd N.V. is an international logistics services company with headquarters in Rotterdam. Nedlloyd’s core activities are container logistics through the network of global shipping links of P&O Nedlloyd, the world’s second largest container carrier by capacity, in which Nedlloyd holds a 50% interest. Nedlloyd also holds a 50% interest in Martinair airline company.
Royal Nedlloyd N.V.’s principle aim is to ensure the strongest possible position for P&O Nedlloyd in the global container shipping industry, and to achieve enduring profitability. Nedlloyd aims at offering its shareholders a competitive return on their investment in the Company.
Description and history
Royal Nedlloyd N.V. is an international logistics services company with headquarters in Rotterdam. Nedlloyd’s core activities are container logistics through the network of global shipping links of P&O Nedlloyd, the world’s second largest container carrier by capacity, in which Nedlloyd holds a 50% interest. Nedlloyd also holds a 50% interest in Martinair airline company.
Royal Nedlloyd N.V.’s principle aim is to ensure the strongest possible position for P&O Nedlloyd in the global container shipping industry, and to achieve enduring profitability. Nedlloyd aims at offering its shareholders a competitive return on their investment in the Company.
On 16 April 2004, Royal P&O Nedlloyd NV has announced the closing of its approximately EUR 190 million 3 for 7 rights offering of 9,138,544 new ordinary shares. Immediately following the closing of the rights offering, Royal Nedlloyd NV (‘Nedlloyd’) and The Peninsular and Oriental Steam Navigation Company (‘P&O’) completed the acquisition (the ‘Acquisition’) by Nedlloyd of P&O’s 50 per cent stake in P&O Nedlloyd Container Line Limited (‘P&O Nedlloyd’) for consideration of approximately 215 million euro cash and 10,158,938 new ordinary shares in Royal P&O Nedlloyd, representing a 25 per cent interest (maximum 20 per cent voting rights in general) in Royal P&O Nedlloyd’s current outstanding share capital. P&O has agreed to retain its 25 per cent interest in Royal P&O Nedlloyd for a minimum of six months following completion of the Acquisition, subject to certain exceptions.
The total consideration for the Acquisition has a value of approximately 524 million euro, based on Nedlloyd’s closing share price of 30.40 euro on 15 April 2004 on Euronext Amsterdam, subject to a possible adjustment in respect of the value of Martinair. The net proceeds from the rights offering were used as part of the cash consideration for the Acquisition, with the balance being funded from existing cash resources.
The new Royal P&O Nedlloyd ordinary shares have been admitted on 16 April 2004 to listing on Euronext Amsterdam. As of this day, the Royal P&O Nedlloyd ordinary shares trade on Euronext Amsterdam under the symbol ‘RPN’.
In connection with the Acquisition, the articles of association of Nedlloyd were amended effective as of this day, giving effect to, among other things, a one-tier board structure and the creation of one class of share capital. In addition, as of this day, Royal Nedlloyd NV has been renamed Royal P&O Nedlloyd NV.
Royal P&O Nedlloyd will consolidate P&O Nedlloyd as a 100 per cent subsidiary. P&O Nedlloyd will continue to operate using its existing trade name ‘P&O Nedlloyd’. The Acquisition will have no impact on P&O Nedlloyd’s business nor on its employees or day-to-day operations and services provided to its customers. P&O Nedlloyd’s headquarters will continue to be in London and Royal P&O Nedlloyd will have its headquarters in Rotterdam.

As from September 13, 2005 Royal P&O Nedlloyd is no longer listed on the Euronext Amsterdam. The termination comes as a result of the acquisition of P&O Nedlloyd by A.P. Moller-Maersk. The Danish company made a public offer last June. At that time A.P. Moller-Maersk announced it intended to end the Royal P&O Nedlloyd listing, if 95% of the offer was declared unconditional. Almost all shareholders of P&O Nedlloyd did agree at the closing of the offer and the conditions for declaring the offer unconditional were met. Following expiration of the post-acceptance period, Maersk had obtained 99.67% of the Royal P&O Nedlloyd shares. A.P. Moller-Maersk is listed on the stock exchange in Copenhagen. On Aug 11.2005, A.P. Moller-Mжrsk A/S is pleased to announce that the acquisition of Royal P&O Nedlloyd N.V. is being completed.

This marks the end of the longtime listing of Royal P&O Nedlloyd and her predecessors Royal Nedlloyd and NSU (Nederlandsche Scheepvaart Unie) that traces back to 1970. In that year four Dutch shipping companies merged into a new company. P&O Nedlloyd was formed in 1997 as a joint venture between Dutch transport company Royal Nedlloyd and British P&O Steam & Navigation Company. In 2004 the container operator obtained an independent listing on Euronext Amsterdam via a ‘so-called’ reverse listing, giving the company directs access to the capital market.

After February 2006, Maersk Sealand and P&O Nedlloyd will be branded under the new name of Maersk Line. Maersk Logistics and P&O Nedlloyd Logistics will be integrated under the brand name of Maersk Logistics.

The full integration will be completed in stages and is expected completed by the end of 2006.

Formed following the acquisition of P&O Group’s 50% interests in P&O Nedlloyd Container Line Limited (PONL) by Royal Nedlloyd N.V

Description in Dutch
Koninklijke Nedlloyd NV is een in Rotterdam gevestigde, internationale logistieke dienstverlener. De hoofdactiviteit is wereldwijde containerlogistiek via het 50% belang in de Nederlands-Engelse joint venture, P&O Nedlloyd.
Business Line
A holding company that, through its subsidiary, is engaged in the provision of global port-to-port container shipping services
Subsidiary
APM TERMINALS B.V.
Advisor
KPMG ACCOUNTANTS NV
IPO date

US SIC Code
4499
Company Address
BOOMPJES 40

City province or state postal code
3011 XB, ROTTERDAM
Phone: +31 10 400 71 11
Fax: +31 10 400 6075
Country address: NETHERLANDS
Website url: www.ponl.com