Íslandsbanki Hf
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Base Prospectus Íslandsbanki hf. (incorporated with limited liability in Iceland) U.S.$2,500,000,000 Global Medium Term Note Programme Under the U.S.$2,500,000,000 Global Medium Term Note Programme (the Programme) described in this base prospectus (the Base Prospectus), Íslandsbanki hf. (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Notes may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes) or in uncertificated and dematerialised form (VPS Notes) and cleared through the Norwegian Central Securities Depository, the Verdipapirsentralen ASA (Euronext VPS). As more fully described herein, Notes may be issued on a (i) senior preferred basis (Senior Preferred Notes); (ii) senior non-preferred basis (Senior Non- Preferred Notes); or (iii) subordinated basis (Subordinated Notes), in each case, as provided in the Terms and Conditions of the Notes herein. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$2,500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement (as defined 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 Base 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 for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Without prejudice to the other risks described in “Risk Factors”, potential investors should note that in a winding-up of the Issuer, under current Icelandic law, holders of senior unsecured unsubordinated notes, described herein as Senior Preferred Notes (and, therefore, also Subordinated Noteholders) will rank behind certain depositors of the Issuer and, under the Hierarchy of Claims Bill (as defined herein) currently before the Icelandic Parliament, Senior Preferred Noteholders (and, therefore, also Senior Non-Preferred and Subordinated Noteholders) will rank behind all depositors of the Issuer. See “Risk Factors –The claims of holders of senior unsecured unsubordinated Notes, Senior Non-Preferred Notes and Senior Preferred Notes will be subordinated to claims of the Issuer’s depositors in the event of a winding-up” and Condition 3.1 of the Terms and Conditions of the Notes. This Base Prospectus has been approved as a base prospectus by the Central Bank of Ireland, as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The Central Bank of Ireland only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the Central Bank of Ireland should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU (as amended) (MiFID II) and/or which are to be offered to the public in any Member State of the European Economic Area (the EEA). Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for Notes issued under the Programme to be admitted to the official list of Euronext Dublin (the Official List) and to trading on its regulated market (the Regulated Market). The Regulated Market is a regulated market for the purposes of MiFID II. Reference in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the Official List and to trading on the Regulated Market. This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the EEA. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Issuer has senior unsecured debt ratings of BBB (long term debt) and A-2 (short term debt) from S&P Global Ratings Europe Limited (S&P) as at the date of this Base Prospectus. S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. The Programme is rated by S&P, with Senior Preferred Notes maturing in one year or more assigned a rating of BBB, and Senior Preferred Note maturing in less than one year assigned a rating of A-2. Notes issued under the Programme may be rated or unrated by S&P or by another rating agency. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final Terms or Pricing Supplement, as the case may be, and will not necessarily be the same as the rating assigned to the Issuer by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in any Member State of the EEA other than in circumstances where an exemption is available under Article 1(4) and/or Article 3(2) of the Prospectus Regulation. The requirement to publish a prospectus under the Financial Services and Markets Act 2000 (FSMA) only applies to Notes which are admitted to trading on a UK regulated market as defined in Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (UK MiFIR) and/or offered to the public in the United Kingdom (UK) other than in circumstances where an exemption is available under section 86 of the FSMA. References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Regulation and the FSMA. The Central Bank of Ireland has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any state securities commission or any other United States regulatory authority and may include Notes in bearer form that are subject to United States tax law requirements. Accordingly, the Notes may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Arranger BofA Securities Dealers Barclays BofA Securities Citigroup Deutsche Bank Goldman Sachs International J.P. Morgan Morgan Stanley Nomura UBS Investment Bank The date of this Base Prospectus is 29 April 2021. This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation. The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms or Pricing Supplement for each Tranche (as defined under "Terms and Conditions of the Notes") of Notes issued under the Programme. To the best of the knowledge of the Issuer the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The information in the sections entitled “The Republic of Iceland” and “Financial Markets in Iceland” on pages 142 to 145 has been extracted from publications by the National Economic Institute, the Ministry of Finance and the Central Bank of Iceland, where indicated as such. The Issuer confirms that, in each case, such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by those sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Base 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 Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus.