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EQS Group-News: Nordea Bank AB (publ) / Key word(s): Miscellaneous
Nordea Bank AB (publ): NORDEA ANNOUNCES CONSENT SOLICITATIONS
2017-11-07 / 11:28
*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 and related documents,
all as further described in the consent solicitation statement dated 7
November 2017 prepared by the Issuer (the "*Consent Solicitation Statement*"
and each such invitation in respect of a Series, a "*Consent
Solicitation*"). Capitalised terms used in this notice and not otherwise
defined shall have the meanings given to them in the Consent Solicitation
Statement.
*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)*
Regulation Regulation U.S.$1,250,00 U.S.$1,250,0 U.S.$300,0 0.20%
S: S: 0,000 4.875 00,000 00
US65557HAA05 65557HAA0 per cent.
Subordinated
Rule 144a: Rule 144a: Notes due
US65557FAA49 65557FAA4 2021
Regulation Regulation U.S.$1,000,00 U.S.$1,000,0 U.S.$0 0.20%
S: S: 0,000 4.25 00,000
US65557HAD44 65557HAD4 per cent.
Subordinated
Rule 144A: Rule 144A: Notes due
US65557FAD87 65557FAD8 2022
*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
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 EMTN Notes and GMTN Notes pursuant to the terms of the
Consent Solicitation Memorandum. For the avoidance of doubt, there is no
inter-conditionality between the Consent Solicitations in respect of either
Series of Notes, the EMTN Notes or the GMTN 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 Statement);
(b) ensure that the conditions of the Notes continue to provide appropriate
protections for Noteholders following the Merger;
(c) 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,
as further described in "_Part A - 2011 Notes_" or "_Part B - 2012 Notes_"
(as applicable) of "_Annex I - Proposed Amendments_" to the Consent
Solicitation Statement (and together with paragraphs (a) to (e) above, 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 II - Amended Conditions_" of the Consent
Solicitation Statement) so that references therein to Sweden, Swedish
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