SPAR NORD BANK A/S (Incorporated As a Public Limited Liability Company in Denmark) €2,000,000,000 Euro Medium Term Note Programme
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Prospectus SPAR NORD BANK A/S (incorporated as a public limited liability company in Denmark) €2,000,000,000 Euro Medium Term Note Programme Under this €2,000,000,000 Euro Medium Term Note Programme (the “Programme”), Spar Nord Bank A/S (the “Issuer”, “Spar Nord Bank” or the “Bank”) may from time to time issue notes (the “Notes”), which may be (i) preferred senior notes (“Preferred Senior Notes”), (ii) non-preferred senior notes (“Non-Preferred Senior Notes”), or (iii) subordinated and, on issue, constituting Tier 2 Capital (as defined in the Terms and Conditions of the Notes) (“Subordinated Notes”) as indicated in the relevant Final Terms (as defined below) or Pricing Supplement (as defined below), as applicable. Notes may be denominated in any currency (including euro) agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate principal amount of all Notes from time to time outstanding under the Programme will not exceed €2,000,000,000, subject to any increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 7 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue of Notes or on an ongoing basis (each, a “Dealer” and together, the “Dealers”). References in this Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by one or more Dealers, be to all Dealers agreeing to purchase such Notes. The Issuer has reserved the right to issue Notes to persons other than Dealers. This 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 Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or 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 Notes that are to be admitted to trading on the regulated market (the “Regulated Market”) of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) or on another regulated market for the purposes of Directive 2014/65/EU (as amended) (“MiFID II”) and/or that are to be offered to the public in any member state of the European Economic Area in circumstances that require the publication of a prospectus. Application has been made to Euronext Dublin for Notes issued under the Programme during the period of 12 months from the date of this Prospectus to be admitted to its official list (the “Official List”) and trading on the Regulated Market. References in this Prospectus to the Notes being listed (and all related references) shall mean that, unless otherwise specified in the relevant Final Terms, the Notes have been admitted to the Official List and trading on the Regulated Market. This Prospectus 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 European Economic Area (the EEA) and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid. 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 the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. References in this Prospectus to “Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Regulation. The Central Bank of Ireland has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the "Final Terms") which will be delivered to the Central Bank of Ireland and, where listed, Euronext Dublin. Copies of Final Terms in relation to Notes to be listed on Euronext Dublin will also be published on the website of the Issuer. In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the “Pricing Supplement”). The Notes issued under the Programme will be issued in uncertificated dematerialised book entry form and settled through either VP Securities A/S (the “VP”) (“VP Notes”) or Verdipapirsentralen ASA (the “VPS”) (“VPS Notes”) as specified in the relevant Final Terms or Pricing Supplement, as applicable. 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 been rated A1 (long term unsecured rating) and P-1 (short term unsecured rating) by Moody’s Investors Service (Nordics) AB (“Moody’s”). For the purposes of Regulation (EC) No. 1060/2009 on credit rating agencies (as amended) (the “CRA Regulation”), the credit ratings included or referred to in this Prospectus have been issued by Moody’s. Moody’s is established in the EU and is registered under the CRA Regulation. Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will be specified in the relevant Final Terms or Pricing Supplement, as applicable. The ratings may not reflect the potential impact of all risks related to structure, market and other factors that may affect the value of the Notes. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Arranger Danske Bank Dealers Danske Bank Nykredit Bank A/S SEB Spar Nord Dated 13 November 2019 This Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 8 of the Prospectus Regulation and for the purposes of giving information with regard to the Issuer together with its consolidated subsidiaries (the “Spar Nord Bank Group” or the “Group”) and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, the rights attaching to the Notes and the reasons for the issuance and its impact on the Issuer. When used in this Prospectus, “Prospectus Regulation” means Regulation (EU) 2017/1129. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (it 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. 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”). Other than in relation to the documents which are deemed to be incorporated by reference (see “Documents Incorporated by Reference”), the information on the websites to which this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the Central Bank of Ireland. To the fullest extent permitted by law, none of the Dealers and the Arranger accepts any responsibility for the contents of this Prospectus or for any other statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and each Dealer accordingly disclaim all and any liability, whether arising in tort or contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement. The Arranger and the Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme. Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes should be considered as a recommendation or constituting an invitation or offer 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 subscribe or purchase any Notes.