THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT, OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) (SEE "SOLICITATION AND DISTRIBUTION RESTRICTIONS" BELOW).
announces early results for the consent solicitations in respect of its outstanding
EUR1,000,000,000 1.625 per cent. Covered Bonds due 2019 (originally issued by Sampo Bank plc) (the “2019 Covered Bonds”)
EUR1,000,000,000 0.25 per cent. Covered Bonds due 2020 (the “2020 Covered Bonds”)
EUR1,000,000,000 3.875 per cent. Covered Bonds due 2021 (originally issued by Sampo Housing Loan Bank plc) (the “2021 Covered Bonds”)
19 May 2017. Danske Bank Oyj* (the “Issuer”) announces today the early results of its separate invitations (each such invitation in respect of a Series, a “Consent Solicitation”) to Eligible Covered Bondholders (as defined below) to (i) consent to certain modifications to the terms and conditions of, and related documents for, the relevant Series to reflect the substitution of Danske Mortgage Bank Plc** (the “New Issuer”) in place of the Issuer as issuer and principal debtor in respect of the relevant Series and the provision of a guarantee from the Issuer (together, the “Proposed Amendments”) and (ii) agree to release and waive all rights, claims, actions or entitlements arising under Finnish law (including, without limitation, the right to object to the Demerger (as described below)) against each of the Issuer, the New Issuer and Danske Bank A/S in respect of the Demerger, all as proposed by the Issuer for approval by an extraordinary resolution (an “Extraordinary Resolution”) at a meeting of the holders of such Series (each a “Meeting” and together the “Meetings”), as further described in the Consent Solicitation Memorandum prepared by the Issuer dated 2 May 2017 (the “Consent Solicitation Memorandum”).
The Consent Solicitations are being made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum and this announcement should be read in conjunction with the Consent Solicitation Memorandum. Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum. Copies of the Consent Solicitation Memorandum are (subject to distribution restrictions) available from the Tabulation Agent as set out below.
|2019 Covered Bonds
||XS0834714254 / 083471425
|2020 Covered Bonds
||XS1325648761 / 132564876
|2021 Covered Bonds
||XS0640463062 / 064046306
On the basis of the valid Consent Instructions received by the Tabulation Agent as at 5.00 p.m. (CET) on 18 May 2017 (the “Early Instruction Deadline”), the Issuer currently expects that (i) the Extraordinary Resolution in respect of each Series of the 2019 Covered Bonds and the 2020 Covered Bonds will pass at the relevant Meeting to be held on 31 May 2017, and (ii) the quorum for the Meeting to be held on 31 May 2017 in respect of the 2021 Covered Bonds will not be obtained requiring an adjourned Meeting to be held at which the relevant Extraordinary Resolution will pass.
Eligible Covered Bondholders should note that Consent Instructions submitted in relation to any Meeting will (unless validly revoked, in the limited circumstances in which such revocation is permitted) remain valid for any adjourned such Meeting.
The Expiration Deadline for the Consent Solicitations is 5.00 p.m. (CET) on 25 May 2017.
Eligible Covered Bondholders
The Consent Solicitations are only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to a person that is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended) and (b) otherwise a person to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation (all such persons, “Eligible Covered Bondholders”).
Covered Bondholders are advised to check with any bank, custodian, securities broker or other intermediary through which they hold their Covered Bonds when such intermediary would need to receive instructions from a Covered Bondholder in order for such Covered Bondholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the relevant Consent Solicitation(s) and/or the relevant Meeting(s) before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.
Further details on the Consent Solicitations can be obtained from:
10 Harewood Avenue
London NW1 6AA
Telephone: +44 20 7595 8668
Attention: Liability Management Group
Danske Bank A/S
2-12 Holmens Kanal
DK-1092 Copenhagen K
Telephone: +45 45 14 32 33
Attention: 3775 Debt Capital Markets
Merrill Lynch International
2 King Edward Street
London EC1A 1 HQ
Telephone: +44 20 7996 5420
Attention: Liability Management Group
Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to:
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: Paul Kamminga
The 2021 Covered Bonds Trustee has not been involved with the formulation of the Consent Solicitations, has not reviewed or approved this announcement, the Consent Solicitation Memorandum or the terms of any Consent Solicitation and does not accept any responsibility or liability whatsoever in connection with the Consent Solicitations or any information distributed in connection therewith.
This announcement is released by Danske Bank Oyj and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Consent Solicitations and the Proposed Amendments described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Anu Ilvonen, Head of Communications at Danske Bank Oyj.
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitations or any Meeting. If any Covered Bondholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the relevant Consent Solicitation(s) or otherwise participate in any Meeting. None of the Issuer, the New Issuer, the Parent, the Solicitation Agents, the Tabulation Agent or the 2021 Covered Bonds Trustee expresses any opinion about the terms of the Consent Solicitations or the Extraordinary Resolutions or makes any recommendation as to whether Covered Bondholders should participate in any Consent Solicitation or otherwise participate in any Meeting.
SOLICITATION AND DISTRIBUTION RESTRICTIONS
The Consent Solicitations are only being made outside the United States, to persons other than “U.S. persons” (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)). Any purported participation in the Consent Solicitations resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in the Consent Solicitations by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person will not be accepted.
Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Covered Bonds, and the proposed guarantee thereof, have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.
Each Covered Bondholder participating in any Consent Solicitation will represent that it is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States.
For the purpose of this announcement and the Consent Solicitation Memorandum, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Consent Solicitations by a Covered Bondholder in any circumstances in which such participation is unlawful will not be accepted.
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.
* parallel legal trade name Danske Bank Plc
** the primary legal trade name in Finnish is Danske Kiinnitysluottopankki Oyj, with parallel legal trade names (i) in English, Danske Mortgage Bank Plc
and (ii) in Swedish, Danske Hypoteksbank Abp