28 June 2017
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 JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.
DANSKE BANK OYJ*
(incorporated with limited liability in Finland)
announces results of consent solicitation in respect of its outstanding
EUR1,000,000,000 3.875 per cent. Covered Bonds due 2021
(originally issued by Sampo Housing Loan Bank plc)
(ISIN: XS0640463062 / Common Code: 064046306)
(the “2021 Covered Bonds”)
28 June 2017. On 2 May 2017 Danske Bank Oyj* (the “Issuer”) announced an invitation (such invitation, a “Consent Solicitation”) to Eligible Covered Bondholders (as defined below) in respect of, among other series of the Issuer's bonds, the 2021 Covered Bonds to (i) consent to certain modifications to the terms and conditions of, and related documents for, the 2021 Covered Bonds 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 2021 Covered Bonds 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 the 2021 Covered Bonds (the “Meeting”), as further described in the Consent Solicitation Memorandum prepared by the Issuer dated 2 May 2017 (the “Consent Solicitation Memorandum”).
The full terms and conditions of the Consent Solicitation are 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.
On 31 May 2017 the Issuer announced that the Meeting was adjourned through lack of quorum, and that an adjourned meeting of the holders of the 2021 Covered Bonds (the “adjourned Meeting”) would be held at 12.00 noon (CET) on 28 June 2017.
Results of Adjourned Meeting
The adjourned Meeting was held earlier today and NOTICE IS HEREBY GIVEN to holders of the 2021 Covered Bonds that at the adjourned Meeting, the necessary quorum was achieved (with approximately 66.12 per cent. of the aggregate nominal amount of the 2021 Covered Bonds outstanding being represented at the adjourned Meeting), the Extraordinary Resolution was duly passed (with 100 per cent. of votes being cast in favour of the Extraordinary Resolution) and the related Eligibility Condition was satisfied and, accordingly, that:
(a) execution and delivery of the Supplemental Trust Deed and the applicable Guarantee, and execution of the applicable Amended and Restated Final Terms and Supplemental Agency Agreement; and
(b) announcement of the effective date for the substitution of the New Issuer as issuer and principal debtor in respect of the 2021 Covered Bonds,
will take place on the Demerger Date, currently expected to be 1 October 2017.
The Payment Date for the Consent Solicitation in respect of the 2021 Covered Bonds will be no later than 3 July 2017, and payment of the Early Participation Fee (or, where applicable, Ineligible Holder Payment) will be made to the relevant holders of the 2021 Covered Bonds by such date.
Eligible Covered Bondholders
The Consent Solicitation was only made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation 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 Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons, “Eligible Covered Bondholders”).
BNP Paribas, Danske Bank A/S and Merrill Lynch International acted as the Solicitation Agents. Lucid Issuer Services Limited acted as the Tabulation Agent.
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
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 Solicitation, has not reviewed or approved this announcement, the Consent Solicitation Memorandum or the terms of the Consent Solicitation and does not accept any responsibility or liability whatsoever in connection with the Consent Solicitation 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 Solicitation 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 Solicitation. 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 the 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. 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 Solicitation or the Extraordinary Resolution.
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 Solicitation 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