DJ EQS-News: Nordea Bank AB (publ): NORDEA ANNOUNCES CONSENT SOLICITATIONS
Dow Jones received a payment from EQS/DGAP to publish this press release.
EQS Group-News: Nordea Bank AB (publ) / Key word(s): Miscellaneous
Nordea Bank AB (publ): NORDEA ANNOUNCES CONSENT SOLICITATIONS
2017-11-07 / 11:21
*THIS NOTICE RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY
HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014. *
*THE DISTRIBUTION OF THE ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES
ARE REQUESTED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.*
*7 November 2017*
*NORDEA ANNOUNCES CONSENT SOLICITATIONS*
*NORDEA BANK AB (PUBL)*
_(Incorporated with limited liability in the Kingdom of Sweden)_
*announces invitations to holders of its outstanding notes listed in the
table below*
*(each a "Series" and, together, the "Notes")*
to consent to (i) certain modifications of the terms and conditions (the
"*Condition**s*") of the relevant Series and related documents in connection
with the proposed re-domiciliation of the Issuer from Sweden to Finland, and
(ii) certain other modifications of the Conditions, by approving a
resolution of the holders of such Series (a "*Resolution*"), all as further
described in the consent solicitation memorandum dated 7 November 2017
prepared by the Issuer (the "*Consent Solicitation Memorandum*" and each
such invitation in respect of a Series, a "*Consent Solicitatio**n*").
Capitalised terms used in this notice and not otherwise defined shall have
the meanings given to them in the Consent Solicitation Memorandum.
*Consent
Fee
*Principal (as a
amount percenta
held by ge of
the Issuer the
*Outstanding (or its principa
principal affiliates l
*ISIN* *CUSIP* *Description* amount[1]* )[2]* amount)*
*EMTN Notes*
XS0497179035 N/A EUR EUR1,000,000 EUR2,900,0 0.20%
1,000,000,000 ,000 00
4.50 per
cent. Dated
Subordinated
Notes due 26
March 2020
XS0544654162 N/A EUR EUR750,000,0 EUR175,000 0.20%
750,000,000 00
4.00 per
cent. Dated
Subordinated
Notes due 29
March 2021
XS1292434146 N/A SEK SEK1,700,000 SEK5,000,0 0.20%
1,700,000,000 ,000 00
Dated
Subordinated
Floating Rate
Notes due
September
2025 (current
coupon:
STIBOR plus
1.50 per
cent.)
XS1292433767 N/A SEK SEK2,300,000 SEK0 0.20%
2,300,000,000 ,000
Dated
Subordinated
Fixed Rate
Reset Notes
due September
2025 (current
coupon: 1.935
per cent.)
XS1299769858 N/A JPY JPY15,000,00 JPY0 0.20%
15,000,000,00 0,000
0 1.160 per
cent. Fixed
Rate
Subordinated
Notes due 6
October 2025
XS1317439559 N/A EUR EUR750,000,0 EUR968,000 0.20%
750,000,000 00
Dated
Subordinated
Fixed Rate
Reset Notes
due November
2025 (current
coupon: 1.875
per cent.)
XS1486520403 N/A EUR EUR1,000,000 EUR1,802,0 0.20%
1,000,000,000 ,000 00
Dated
Subordinated
Fixed Rate
Reset Notes
due September
2026 (current
coupon: 1.000
per cent.)
*GMTN Notes*
Regulation Regulation U.S.$1,000,00 U.S.$1,000,0 U.S.$2,931 0.20%
S: S: 0,000 5.50% 00,000 ,000
US65557DAM39 65557DAM3 Perpetual
Non-Call
Rule 144A: Rule 144A: September
US65557CAM55 65557CAM5 2019
Additional
Tier 1 Notes
Regulation Regulation U.S.$500,000, U.S.$500,000 U.S.$0 0.20%
S: S: 000 6.125% ,000
US65557DAL55 65557DAL5 Perpetual
Non-Call
Rule 144A: Rule 144A: September
US65557CAN39 65557CAN3 2024
Additional
Tier 1 Notes
XS1202090947 N/A U.S.$550,000, U.S.$550,000 U.S.$4,310 0.20%
000 Perpetual ,000 ,000
Non-Call
September
2021
Additional
Tier 1 Notes
(current
coupon:
5.250%)
XS1202091325 N/A SEK SEK SEK40,000, 0.20%
2,250,000,000 2,250,000,00 000
Perpetual 0
Non-Call
March 2020
Additional
Tier 1 Notes
(current
coupon:
STIBOR plus
3.10 per
cent.)
XS1202091671 N/A NOK NOK NOK0 0.20%
1,250,000,000 1,250,000,00
Perpetual 0
Non-Call
March 2020
Additional
Tier 1 Notes
(current
coupon: NIBOR
plus 3.10 per
cent.)
*Background to the Proposed Amendments*
On 6 September 2017, the Board of Directors of Nordea decided to initiate a
re-domiciliation of the Issuer (the parent company of the Nordea Group) from
Sweden to Finland. This decision was based on the Nordea Group's unique
pan-Nordic and international structure, which means that the existing
national regulatory frameworks do not fully accommodate the Nordea Group's
operating model and recent strategic developments. Nordea expects that
domiciling the parent company of the Nordea Group in a country that is
participating in the EU's banking union will mean that Nordea will be
subject to a similar regulatory framework as its European peers, with a
greater consistency of the application of laws and regulations and,
therefore, more of a level playing field. The re-domiciliation of the parent
company of the Nordea Group to Finland is intended to be carried out as a
cross-border reverse merger by way of absorption, through which Nordea Bank
AB (publ) (for the purposes of the discussion under this section
"_Background to the Proposed Amendments_", "*Nordea Sweden*") will be merged
into a newly established Finnish subsidiary, Nordea Holding Abp ("*Nordea
Finland*") (the "*Merger*"). Upon the completion of the proposed Merger,
Nordea Finland will become the new parent company of the Nordea Group and
the Nordea Group's registered office will be transferred to Helsinki,
Finland.
On 25 October 2017, the Boards of Directors of Nordea Sweden and Nordea
Finland executed a merger plan that sets out the terms and conditions and
related procedures for the proposed Merger (the "*Merger* *Plan*"). The
Merger Plan is available for inspection by the Noteholders at
https://www.nordea.com/en/about-nordea/corporate-governance/legal-structure/
nordeas-re-domicilation.
Upon the completion of the proposed Merger, the assets and liabilities of
Nordea Sweden will by operation of law transfer to Nordea Finland by way of
universal succession in accordance with relevant Finnish and Swedish
corporate law. As a result, all assets, liabilities, rights, obligations and
contractual relationships of Nordea Sweden (including, without limitation,
in relation to or pursuant to the Notes) will be assumed by Nordea Finland
without any further action required under Finnish and Swedish corporate law
to effect the transfer.
Nordea is proactively undertaking the Consent Solicitations to make certain
technical amendments to the terms and conditions of the Notes to ensure that
these reflect the re-domiciliation from Sweden to Finland. The proposed
amendments include updates to definitions such as the relevant prudential
regulator, applicable banking regulations, and relevant jurisdiction for
prudential and tax purposes as well as technical changes to the governing
law and subordination provisions and the events of default relating to
winding-up proceedings, in order to reflect the new jurisdiction.
Nordea is undertaking the Consent Solicitations prior to the
re-domiciliation to ensure that unforeseen legal issues are not encountered
(MORE TO FOLLOW) Dow Jones Newswires
November 07, 2017 05:21 ET (10:21 GMT)
and to ensure that the conditions of the Notes will continue to provide appropriate protections for Noteholders following the Merger. The proposed amendments to the terms and conditions are being undertaken to align the terms and conditions of the Notes with future debt issuance, and thereby remove documentation uncertainties for investors. Noteholders should note that the completion of the Merger is planned to take place during the second half of 2018, tentatively on 1 October 2018, subject to the necessary regulatory approvals and shareholders' approval at a general meeting. Based on the current strategic plans, it is the intention of the Issuer to consummate the Merger provided that the conditions to the completion of the Merger have been fulfilled. The Merger is not subject to Noteholder approval and completion of the Merger is not dependent on the passing of the resolutions in the Consent Solicitations. The completion of the Merger is permitted by the terms of the Notes, and the Merger would not therefore constitute an event of default in respect of the Notes or otherwise require the consent of Noteholders. Noteholders should also note that if the changes are not implemented, this may limit certain rights and protections currently afforded to Noteholders by the terms of the Notes. If the relevant Consent Solicitation relating to a Series is successful (and subject to any other terms and conditions set out herein), the Proposed Amendments in relation to such Series will be implemented as soon as practicable thereafter. The Issuer is also proposing similar amendments to holders of the U.S.$1,250,000,000 4.875 per cent. Subordinated Notes due 2021 (US65557FAA49/US65557HAA05) and U.S.$1,000,000,000 4.25 per cent. Subordinated Notes due 2022 (US65557FAD87/US65557HAD44) (the "*US MTN Notes*") issued by the Issuer under the U.S. MTN Program pursuant to the terms of the U.S. Consent Solicitation Statement. For the avoidance of doubt, there is no inter-conditionality between the Consent Solicitations in respect of any Series of Notes or the US MTN Notes. *Key Terms and Conditions of the Consent Solicitations* _Proposed Amendments_ The purpose of each Consent Solicitation is to modify the Conditions of the relevant Series and related documents to: (a) make certain technical amendments to the terms and conditions of the Notes to ensure that these reflect the re-domiciliation from Sweden to Finland (as further described under "_Re-domiciliation and Merger_" in the Consent Solicitation Memorandum); (b) ensure that the conditions of the Notes continue to provide appropriate protections for Noteholders following the Merger; (c) in relation to Legacy Tier 2 Notes only, update the subordination provisions in order to permit the issuance of "non-preferred" senior debt with effect from the Amendments Implementation Date (following the legislative proposals published by the European Commission on 23 November 2016, proposing amendments to BRRD to facilitate the creation of a new class of "non-preferred" senior debt), as already contemplated by the Issuer's subsequently issued subordinated Notes; (d) include substitution and variation provisions permitting the substitution of, or variation to the terms of, the Notes (without the consent of Noteholders) in the event of unforeseen changes in the relevant legislative requirements or their application by the relevant regulator following the Merger (subject to various conditions including, without limitation, that the terms of such substituted or varied securities have terms not materially less favourable to a Noteholder than the terms of the Notes); and (e) include a contractual acknowledgement of the bail-in powers of the relevant resolution authority in accordance with Article 55 of BRRD, with effect from the Amendments Implementation Date, (the "*Proposed Amendments*"). For example, the Proposed Amendments include (without limitation) updating the following provisions (to the extent applicable in respect of the relevant Series - see "_Annex IV - Amended Conditions_" of the Consent Solicitation Memorandum) so that references therein to Sweden, Swedish regulations or other Swedish concepts are capable of including Finland, Finnish regulations or other Finnish concepts (as applicable), following the re-domiciliation of the Issuer from Sweden to Finland: (a) the definition of "Applicable Banking Regulations" (where this currently refers to laws, regulations, requirements, guidelines and policies in effect in Sweden); (b) the subordination provisions (where these currently refer to Swedish concepts such as _primärkapitaltillskott_); (c) the redemption provisions (where these currently refer to consent of the SFSA); (d) the events of default (where these currently refer to winding-up proceedings in Sweden); (e) the modification provisions (where these currently refer to consent of the SFSA); and (f) the governing law provisions relating to subordination (where these currently refer to the laws of Sweden). For further detail on the Proposed Amendments, see (i) "_Annex IV - Amended Conditions_" of the Consent Solicitation Memorandum which contains the Amended Conditions for each Series (presented as a comparison against the current Conditions), which, if the relevant Consent Solicitation is successful, would be implemented as soon as practicable thereafter, and (ii) the relevant Resolution. To the extent that the tax gross-up provisions in any of the Notes currently refer to withholding or deduction imposed by the taxing authorities of Sweden, and if the pre-conditions to implementation of the Merger are satisfied, the Issuer will also confer on Noteholders the benefit of an equivalent gross-up obligation in respect of withholding and deduction imposed by the taxing authorities of Finland, irrespective of whether the relevant Resolution is passed or implemented in respect of a Series. This obligation will be assumed unilaterally by the Issuer pursuant to a deed poll (the form of which is set out in "_Annex V_ _- Form of Deed Poll_" to the Consent Solicitation Memorandum) and will not require the consent or approval of Noteholders. In addition, if the relevant Resolution is implemented in respect of a Series, the Issuer also intends not to exercise any early redemption right in respect of the Notes on account of a Capital Event, Tax Event or Withholding Tax Event (each as defined in the relevant Conditions) arising from changes in Finnish law or regulation which occur (or have occurred) prior to the relevant Consent Fee Deadline. _Consent Fee_ Each Noteholder from whom a valid Consent Instruction in favour of the relevant Resolution is received by the Tabulation Agent by the relevant Consent Fee Deadline (and not revoked (in the limited circumstances in which such revocation is permitted)) will be eligible to receive payment of an amount equal to 0.20 per cent. of the principal amount of the Notes that are the subject of such Consent Instruction (the "*Consent Fee*"). Payment of the Consent Fee in respect of each Series is conditional on (i) the passing of the relevant Extraordinary Resolution for that Series (in respect of the EMTN Notes and the 2015 GMTN Notes) or (ii) the Requisite Consents in respect of the relevant Resolution for that Series being obtained (in respect of the 2014 GMTN Notes). In respect of the EMTN Notes, Noteholders may continue to submit Consent Instructions after the relevant Consent Fee Deadline up to and excluding the EMTN Expiration Deadline, but such Noteholders will not be eligible to receive the Consent Fee in respect of those Consent Instructions. To be eligible to receive the Consent Fee, in the case of the EMTN Notes, each Noteholder who submits a valid Consent Instruction must not attend, or seek to attend, the relevant Meeting in person or make any other arrangements to be represented at the relevant Meeting (other than by way of its Consent Instructions). Such Noteholders may choose to attend and vote at the relevant Meeting in person or to make other arrangements to be represented or to vote at the relevant Meeting in accordance with the relevant Voting Provisions and as described in the Notice, without submitting a Consent Instruction. However, any such Noteholder will not be eligible to receive the Consent Fee in respect of such Notes, irrespective of whether such Noteholder has also delivered a Consent Instruction or such other arrangements are made by the relevant Consent Fee Deadline. Subject to the foregoing, the Issuer will pay the Consent Fee to the relevant Noteholders by no later than the tenth Business Day following the relevant Consent Fee Deadline (in the case of the GMTN Notes) or the tenth Business Day following the relevant Meeting or any adjourned such Meeting (in the case of the EMTN Notes) (in each case, the "*Payment Date*"). _Resolutions_ The implementation of each Resolution will be conditional on (i) the passing of the relevant Extraordinary Resolution (in the case of the EMTN Notes and the 2015 GMTN Notes) or (ii) the Requisite Consents in respect of such Resolution having been obtained (in respect of the 2014 GMTN Notes). For the avoidance of doubt, there is no inter-conditionality between the Resolutions in respect of any Series. In respect of the GMTN Notes, the Issuer will announce whether or not (i) each Resolution has been passed (in the case of the 2015 GMTN Notes) or (ii) the Requisite Consents in respect of each Resolution have been obtained (in the case of the 2014 GMTN Notes) as soon as reasonably practicable after the relevant Consent Fee Deadline. In respect of the EMTN Notes, the Issuer will announce the results of each Meeting as soon as reasonably practicable after the relevant Meeting. The quorum required for each initial Meeting to consider the relevant Extraordinary Resolution is persons holding or representing more than half
(MORE TO FOLLOW) Dow Jones Newswires
November 07, 2017 05:21 ET (10:21 GMT)
