TIDM80VD
RNS Number : 8168S
Ringkjobing Landbobank A/S
21 March 2016
RINGKJØBING LANDBOBANK AKTIESELSKAB
(incorporated with limited liability in Denmark)
EUR2,000,000,000
Euro Medium Term Note Programme
Under this EUR2,000,000,000 Euro Medium Term Note Programme (the
"Programme"), Ringkjøbing Landbobank Aktieselskab (the "Issuer" or
the "Bank") may from time to time issue notes (the "Notes")
denominated in any currency agreed between the Issuer and the
relevant Dealer(s) (as defined below).
This Prospectus supersedes any previous prospectus, offering
memorandum, programme memorandum, information memorandum or any
amendments or supplements thereto.
The maximum aggregate nominal amount of all Notes from time to
time outstanding under the Programme will not exceed
EUR2,000,000,000 (or its equivalent in other currencies calculated
as described in the Programme Agreement described herein), subject
to increase as described herein.
The Notes may be issued on a continuing basis to one or more of
the Dealers specified under "Overview of the Programme" and any
additional Dealer appointed under the Programme from time to time
by the Issuer (each a "Dealer" and together the "Dealers"), which
appointment may be for a specific issue or on an ongoing basis.
References in this Prospectus to the "relevant Dealer" shall, in
the case of an issue of Notes being (or intended to be) subscribed
by more than one Dealer, be to all Dealers agreeing to subscribe
such Notes. Notes may be issued in (a) uncertificated and
dematerialised book entry form ("VP Systems Notes") cleared through
either (i) the Danish Securities Centre (Da. "VP Securities A/S")
("VP Notes" and the "VP", respectively) or (ii) VP Lux S.à r.l.
("VP Lux Notes" and the "VP Lux", respectively) or (b) bearer form
("Bearer Notes").
An investment in Notes issued under the Programme involves
certain risks. For a discussion of these risks see "Risk
Factors".
Application has been made to the Financial Conduct Authority in
its capacity as competent authority under the Financial Services
and Markets Act 2000 (the "UK Listing Authority") for Notes issued
under the Programme during the 12 month period from the date of
this Prospectus to be admitted to the official list of the UK
Listing Authority (the "Official List") and to the London Stock
Exchange plc (the "London Stock Exchange") for such Notes to be
admitted to trading on the London Stock Exchange's regulated
market.
References in this Prospectus to Notes being "listed" (and all
related references) shall mean that such Notes have been admitted
to trading on the London Stock Exchange's regulated market and have
been admitted to the Official List. The London Stock Exchange's
regulated market is a regulated market for the purposes of
Directive 2004/39/EC (the "Markets in Financial Instruments
Directive").
Details of the aggregate nominal amount of Notes, interest (if
any) payable in respect of Notes and the issue price of Notes for
each Tranche (as defined under "Terms and Conditions of the Notes")
of Notes will be set out in a final terms document (the "Final
Terms").
The Bearer Notes of each Tranche will initially be represented
by a temporary global note or a permanent global note which will be
deposited on the issue date thereof with the common depository or,
as the case may be, common safekeeper on behalf of Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg") and/or any other agreed clearing
system. The VP Systems Notes of each Tranche will be issued in
uncertificated and dematerialised book entry form as more fully
described in the "Form of the Notes" and "Terms and Conditions of
the Notes".
The Issuer may agree with any Dealer that Notes may be issued in
a form not contemplated by the Terms and Conditions of the Notes
herein, in which event a new Prospectus, if appropriate, will be
made available which will describe the effect of the agreement
reached in relation to such Notes.
The Issuer has been rated Baa1 by Moody's Investors Service Ltd.
Where a certain Series of Notes is rated, such rating will be
specified in the applicable Final Terms. Please also refer to
"Credit ratings may not reflect all risks" in the Risk Factors
section of this Prospectus. For the purposes of the credit ratings
included and referred to in this Prospectus, Moody's Investors
Service Ltd. is established in the European Union and is registered
under the CRA Regulation.
Arranger
Nordea
Dealers
Danske Bank Nordea
SEB
The date of this Prospectus is 21 March 2016.
This Prospectus comprises a base prospectus for the purposes of
Article 5.4 of the Prospectus Directive.
The Issuer (the "Responsible Person") accepts responsibility for
the information contained in this Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best
of the knowledge of the Issuer (having taken all reasonable care to
ensure that such is the case) the information contained in this
Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only
persons authorised to use this Prospectus in connection with an
offer of Notes are the persons named in the applicable Final Terms
as the relevant Dealer or the Managers, as the case may be.
Copies of Final Terms will be available from the registered
office of the Issuer and (in the case of Bearer Notes) the
specified office set out below of each of the Paying Agents (as
defined below) or (in the case of VP Systems Notes) the specified
office of VP Issuing Agent (as defined below).
This Prospectus is to be read in conjunction with all documents
which are deemed to be incorporated herein by reference (see
"Documents Incorporated by Reference"). This Prospectus shall be
read and construed on the basis that such documents are
incorporated and form part of this Prospectus.
Save for the Issuer, no party has independently verified the
information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers as to the
accuracy or completeness of the information contained or
incorporated in this Prospectus or any other information provided
by the Issuer in connection with the Programme. No Dealer accepts
any liability in relation to the information contained or
incorporated by reference in this Prospectus or any other
information provided by the Issuer in connection with the
Programme.
No person is or has been authorised by the Issuer to give any
information or to make any representation not contained in or not
consistent with this Prospectus or any other information supplied
in connection with the Programme or the Notes and, if given or
made, such information or representation must not be relied upon as
having been authorised by the Issuer or any of the Dealers.
Neither this Prospectus nor any other information supplied in
connection with the Programme or any Notes (a) is intended to
provide the basis of any credit or other evaluation or (b) should
be considered as a recommendation by the Issuer or any of the
Dealers that any recipient of this Prospectus or any other
information supplied in connection with the Programme or any Notes
should purchase any Notes. Each investor contemplating purchasing
any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any
other information supplied in connection with the Programme or the
issue of any Notes constitutes an offer or invitation by or on
behalf of the Issuer or any of the Dealers to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale
or delivery of any Notes shall in any circumstances imply that the
information contained herein concerning the Issuer is correct at
any time subsequent to the date hereof or that any other
information supplied in connection with the Programme is correct as
of any time subsequent to the date indicated in the document
containing the same. The Dealers expressly do not undertake to
review the financial condition or affairs of the Issuer during the
life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
The Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended, (the "Securities
Act") and are subject to U.S. tax law requirements. Subject to
certain exceptions, Notes may not be offered, sold or delivered
within the United States or to, or for the account or benefit of,
U.S. persons (see "Subscription and Sale").
This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any Notes in any jurisdiction to
any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this Prospectus and the
offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that
this Prospectus may be lawfully distributed, or that any Notes may
be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer or the Dealers which is
intended to permit a public offering of any Notes or distribution
of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Prospectus nor any
advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations.
Persons
March 21, 2016 14:21 ET (18:21 GMT)
Relevant
Agent..................................................... 37
Relevant
Date........................................................ 54
relevant
Dealer..........................................................
i
Relevant Implementation Date............................ 84
Relevant Indebtedness........................................
31
Relevant Member State........................................
84
Relevant
Notes...................................................... 33
Relevant Screen Page...........................................
39
Relevant
Time........................................................ 39
Reset
Date........................................................ 36,
45
Reset Determination Date....................................
45
Reset
Margin.........................................................
45
Reset
Period...........................................................
45
Responsible
Person............................................... iii
Revised Deposit Guarantee Schemes Directive. 9
Securities
Act.........................................................
iii
Securities Trading Act.........................................
27
Security
Interest.................................................... 30
SEK...........................................................................
v
Selection
Date........................................................ 51
Series.......................................................................
28
SIFI..........................................................................
80
Sterling....................................................................
iv
STIBOR...................................................................
39
Subsequent Reset Margin...................................
45
Subsequent Reset Period.....................................
45
Subsequent Reset Rate of Interest..................... 45
Subsidiary..............................................................
58
sub--unit..................................................................
34
Swedish
Kroner....................................................... v
Talons.....................................................................
27
TARGET2 System.................................................
35
Tax
Jurisdiction.....................................................
54
Temporary Global Note........................................
16
Tier 2
Capital...................................................... 9,
30
Tranche...................................................................
28
Treaty......................................................................
33
U.S.
dollars..............................................................
iv
U.S.$.........................................................................
iv
UK Listing
Authority.............................................. i
VaR..........................................................................
76
Voting VP Systems Notes....................................
61
VP.........................................................................
i, 27
VP Issuing Agency Agreement.......................... 27
VP Issuing
Agent.................................................. 27
VP
Lux..................................................................
i, 27
VP Lux
Notes...................................................... i,
27
VP
Notes..............................................................
i, 27
VP Systems Notes..............................................
i, 27
ISSUER
Ringkjøbing Landbobank Aktieselskab
Torvet 1
DK-6950 Ringkøbing
Denmark
ISSUING AND PRINCIPAL PAYING AGENT
BNP Paribas Securities Services, Luxembourg
Branch
60, Avenue J:F: Kennedy
L - 1855 Luxembourg
Luxembourg
LEGAL ADVISERS
To the Issuer as to To the Dealers as to
Danish law English law
Gorrissen Federspiel Clifford Chance LLP
H.C. Andersens Boulevard 10 Upper Bank Street
12 Canary Wharf
DK-1553 Copenhagen London E14 5JJ
V
Denmark
AUDITORS
To the Issuer
PricewaterhouseCoopers, Statsautoriseret
Revisionspartnerselskab
Platanvej 4
DK-7400 Herning
Denmark
ARRANGER
Nordea Bank Danmark A/S
Christiansbro
Strandgade 3
DK-1401 Copenhagen K
Denmark
DEALERS
Danske Bank A/S Nordea Bank Danmark
A/S
2-12 Holmens Kanal Christiansbro
DK-1092 Copenhagen K Strandgade 3
Denmark DK-1401 Copenhagen
K
Denmark
Skandinaviska Enskilda Banken AB (publ)
Kungsträdgårdsgatan 8
106 40 Stockholm
Sweden
This information is provided by RNS
The company news service from the London Stock Exchange
END
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March 21, 2016 14:21 ET (18:21 GMT)
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