DJ EQS-News: Nordea Bank AB (publ): NORDEA ANNOUNCES CONSENT SOLICITATIONS
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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
(MORE TO FOLLOW) Dow Jones Newswires
November 07, 2017 05:28 ET (10:28 GMT)
DJ EQS-News: Nordea Bank AB (publ): NORDEA ANNOUNCES -2-
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 redemption provisions (where these currently refer to approval of
the SFSA);
(c) the events of default (where these currently refer to winding-up
proceedings in Sweden);
(d) the modification provisions (where these currently refer to consent of
the SFSA); and
(e) 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 I - Proposed
Amendments_" of the Consent Solicitation Statement and (ii) "_Annex II -
Amended Conditions_" of the Consent Solicitation Statement, 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.
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 Proposed Amendments are approved or implemented in respect of
either Series. This obligation will be assumed unilaterally by the Issuer
pursuant to an English law deed poll (the form of which is set out in
"_Annex III - Form of Deed Poll_" to the Consent Solicitation Statement) and
will not require the consent or approval of Noteholders.
In addition, if the relevant Proposed Amendments are implemented in respect
of a Series, the Issuer also intends not to exercise any early redemption
right in respect of the Notes under Condition 6(b) (_Early Redemption for
Taxation Reasons - Withholding Tax_) or, in the case of the 2012 Notes,
Condition 6(d) (_Early Redemption as a result of a Capital Event_) arising
from changes in Finnish law or regulation which occur (or have occurred)
prior to the Consent Deadline.
_Consent Fee_
Each Noteholder from whom a valid Consent Instruction in favour of the
relevant Proposed Amendments is received by the Tabulation Agent by the
Consent Deadline (and not revoked) 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 the Requisite
Consents in respect of the Proposed Amendments for that Series being
obtained.
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
Consent Deadline (the "*Payment Date*").
_Implementation_
The implementation of the relevant Proposed Amendments is conditional on the
consent from holders representing not less than two-thirds in principal
amount of Notes of the relevant Series then outstanding (the "*Requisite
Consents*") in respect of such Proposed Amendments being obtained. For the
avoidance of doubt, there is no inter-conditionality between the Consent
Solicitation in respect of either Series.
The Issuer will announce whether or not the Requisite Consents in respect of
the relevant Proposed Amendments have been obtained as soon as reasonably
practicable after the Consent Deadline.
_Consent Instructions_
DTC has confirmed that the Consent Solicitations are eligible for the DTC
Automated Tender Offer Program ("*ATOP*"). Accordingly, DTC Participants
must electronically deliver a Consent Instruction by causing DTC to transfer
their Notes and indicate delivery of a Consent Instruction to the Tabulation
Agent in accordance with DTC's ATOP procedures for such transfer. DTC will
verify the transfer and the electronic delivery of such Consent Instruction
and then send an agent's message (as defined in the Consent Solicitation
Statement) to the Tabulation Agent. DTC Participants desiring to deliver a
Consent Instruction prior to the Consent Deadline should note that they must
allow sufficient time for completion of the ATOP procedures during normal
business hours of DTC. If the Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee which is a DTC
Participant and the beneficial owner of the Notes wishes to consent to the
relevant Proposed Amendments, the beneficial owner must promptly contact and
instruct such registered Noteholder to deliver a Consent Instruction
pursuant to DTC's ATOP procedures on the beneficial owner's behalf. The
Tabulation Agent will not accept a Consent Instruction delivered by a
beneficial owner directly to the Tabulation Agent. Any beneficial owner of
the Notes registered in the name of a DTC Participant may direct the DTC
Participant through which such beneficial owner's Notes are held to deliver
a Consent Instruction pursuant to DTC's ATOP procedures on such beneficial
owner's behalf.
*General*
The Issuer may, at its option and in its sole discretion, extend, or waive
any condition of, any Consent Solicitation at any time and may amend or
terminate such Consent Solicitation at any time (subject in each case to
applicable law and as provided in the Consent Solicitation Statement).
Details of any such extension, waiver, amendment or termination will be
announced as provided in the Consent Solicitation Statement as promptly as
practicable after the relevant decision is made.
*Indicative Timetable*
Set out below is an indicative timetable showing one possible outcome for
the timing of the Consent Solicitations, which will depend, among other
things, on timely receipt (and non-revocation) of Consent Instructions, the
rights of the Issuer (where applicable) to extend, waive any condition of,
amend and/or terminate any Consent Solicitation as described in the Consent
Solicitation Statement and any changes to the expected timetable relating to
the Merger. Accordingly, the actual timetable may differ significantly from
the timetable below.
*Event*
*Announcement of Consent 7 November 2017
Solicitations*
Announcement of Consent
Solicitations
Notice delivered to DTC for
communication to DTC Participants
The Consent Solicitation Statement
and documents referred to under the
last paragraph of "_Consent
Solicitations - General_" in the
Consent Solicitation Statement
available from the Tabulation Agent
and from the specified office of the
Fiscal Agent
*Consent Deadline * 5.00 p.m. (New York City
Time) on 17 November 2017
Final deadline for receipt by the
Tabulation Agent of valid Consent
Instructions from Noteholders in
respect of the relevant Proposed
Amendments. Such Consent
Instructions must be in favour of
the relevant Proposed Amendments in
order for the relevant Noteholder to
be eligible for the Consent Fee, and
not revoked
*Announcement of results of Consent As soon as reasonably
Solicitations* practicable after the
Consent Deadline
Announcement of the results of
Consent Solicitations
*Amendments Implementation Date * As soon as reasonably
practicable after the
In respect of any Consent Consent Deadline
Solicitation in respect of which the
Requisite Consents have been
obtained, signing of the
Supplemental Agency Agreement in
order to implement the relevant
Proposed Amendments
*Payment Date* No later than the tenth
Business Day following the
Payment of any Consent Fee Consent Deadline
*Completion Date* The date on which the
Merger is completed, which
is planned to take place
during the second half of
2018, tentatively on 1
October 2018
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold their Notes when such intermediary
would need to receive instructions from a Noteholder in order for such
Noteholder to participate in, or to validly revoke their instruction to
participate in, the relevant Consent Solicitation(s) by the deadlines
specified above. The deadlines set by any such intermediary and by DTC for
the submission and (where permitted) revocation of Consent Instructions may
be earlier than the relevant deadlines above.
*Further Information*
A complete description of the terms and conditions of the Consent
Solicitation is set out in the Consent Solicitation Statement. A copy of the
Consent Solicitation Statement is available to eligible persons upon request
from the Tabulation Agent.
Before making a decision with respect to any Consent Solicitation,
Noteholders should carefully consider all of the information contained in
the Consent Solicitation Statement and, in particular, the risk factors
described in the section entitled "_Risk Factors and Certain Other
Considerations _".
Further details about the transaction can be obtained from:
*The Solicitation Agents*
_The Joint Lead Solicitation Agents_
*Deutsche Bank AG, London Branch *
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
*Merrill Lynch International *
2 King Edward Street
London EC1A 1HQ
United Kingdom
(MORE TO FOLLOW) Dow Jones Newswires
November 07, 2017 05:28 ET (10:28 GMT)
Telephone: +44 20 7996 5420
Attention: Liability Management Group
Email: DG.LM_EMEA@baml.com
_The Solicitation Agent_
*Nordea Bank AB (publ)*
Grønjordsvej 10
DK-2300 Copenhagen S
Denmark
Telephone: +45 6161 2996
Attention: Nordea Liability Management
Email: nordealiabilitymanagement@nordea.com
*Tabulation Agent*
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Paul Kamminga
Email: nordea@lucid-is.com
*Nordea Investor Relations*
Andreas Larsson, Head of Debt Investor Relations, Telephone: +46 709 70 75
55
Maria Caneman, Debt Investor Relations Officer, Telephone: +46 768 24 92 18
This information is information that Nordea Bank AB (publ) is obliged to
make public pursuant to the Market Abuse Regulation (EU) 596/2014. The
information was submitted for publication, through the agency of the contact
people set out above, at 09.00 AM CET on 7 November 2017.
The Solicitation Agents and the Tabulation Agent do not take responsibility
for the contents of this announcement and none of the Issuer, the
Solicitation Agents, the Tabulation Agent, or any of their respective
directors, employees or affiliates makes any representation or
recommendation whatsoever regarding the Consent Solicitation. This
announcement must be read in conjunction with the Consent Solicitation
Statement. No offer to acquire any Notes is being made pursuant to this
notice. This announcement and the Consent Solicitation Statement contain
important information, which should be read carefully before any decision is
made with respect to the Consent Solicitation. If any holder of Notes is in
any doubt as to the action it should take, it is recommended to seek its own
advice, including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent adviser.
*Distribution Restrictions*
This announcement and the Consent Solicitation Statement do not constitute
an offer or an invitation to participate in the Consent Solicitation in any
jurisdiction in or from which, or to or from any person to or from whom, it
is unlawful to make such offer or invitation under applicable securities
laws. The distribution of the Consent Solicitation Statement in certain
jurisdictions may be restricted by law. Persons into whose possession the
Consent Solicitation Statement comes are required by each of the Issuer, the
Solicitation Agents and the Tabulation Agent to inform themselves about, and
to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the Issuer, the
Solicitation Agents or the Tabulation Agent in relation to the Consent
Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not constitute, and
may not be used in connection with, any form of offer or solicitation in any
place where such offer or solicitation is not permitted by law. If a
jurisdiction requires that the Consent Solicitation be made by a licensed
broker or dealer and the Solicitation Agents or their affiliates are such
licensed brokers or dealers in that jurisdiction, the Consent Solicitation
shall be deemed to be made by the Solicitation Agents or such affiliates (as
the case may be) on behalf of the Issuer in such jurisdiction.[1] Includes
Notes held by the Issuer and its affiliates.
[2] As of the date of this announcement. Notes held by the Issuer, or its
affiliates, will not count for voting purposes.
End of Corporate News
Language: English
Company: Nordea Bank AB (publ)
Smålandsgatan 17
105 71 Stockholm
Sweden
ISIN: CH0284415681
Valor: A1Z2TU
Listed: SIX Swiss Exchange
End of News EQS Group News Service
625939 2017-11-07
(END) Dow Jones Newswires
November 07, 2017 05:28 ET (10:28 GMT)
