Dnb Bank Asa
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BASE PROSPECTUS DNB BANK ASA (incorporated in Norway) €45,000,000,000 Euro Medium Term Note Programme Under this €45,000,000,000 Euro Medium Term Note Programme (as supplemented and amended from time to time) (the "Programme"), DNB Bank ASA (the "Issuer" or the "Bank") may from time to time issue notes ("Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Notes issued prior to the date of this Base Prospectus. As more fully described herein, Notes may be issued (i) on an unsubordinated basis ("Senior Preferred Notes"); (ii) on a non- preferred basis as provided in "Terms and Conditions of the Notes" herein ("Senior Non-Preferred Notes"); or (iii) on a subordinated basis as provided in "Terms and Conditions of the Notes" herein ("Subordinated Notes"). Notes may be issued in bearer form ("Bearer Notes"), registered form ("Registered Notes") or uncertificated book-entry form cleared through the Norwegian Central Securities Depository, the Verdipapirsentralen ("VPS Notes" and the "VPS", respectively). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €45,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the restrictions applicable at the date of this base prospectus (the "Base Prospectus") relating to the maturity of certain Notes is set out in "Overview of the Programme – Maturities". The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme – Dealers" below and any additional Dealer(s) appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). 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 such Notes. This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") as a base prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard to the Notes issued under the Programme. This Base Prospectus is valid within twelve months from the date of this Base Prospectus. The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when the Base Prospectus is no longer valid. The Central Bank only approves this Base 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 Bank nor as an endorsement 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 Notes issued under the Programme within twelve months after the date hereof which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments (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") in circumstances that require the publication of a prospectus. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Notes to be issued under the Programme (other than Exempt Notes (as defined below) and Swiss Domestic Notes) within the period of 12 months from the date of this Base Prospectus to be admitted to the official list of Euronext Dublin (the "Official List") and trading on its regulated market. The regulated market of Euronext Dublin is a regulated market for the purposes of MiFID II. In addition, application will be made to register the Programme on the SIX Swiss Exchange Ltd (the "SIX Swiss Exchange") pursuant to article 54 of the Swiss Financial Services Act (the "FinSA"). Upon specific request, Notes issued under the Programme may be listed on the SIX Swiss Exchange. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes are intended to be (i) admitted to trading on the regulated market of Euronext Dublin and are intended to be listed on the Official List or (ii) 11/67312202_22 i admitted to trading on the standard for bonds of the SIX Swiss Exchange or (iii) (in the case of VPS Notes) admitted to trading on the regulated market of the Oslo Stock Exchange and listed on the official list of the Oslo Stock Exchange, as the case may be. The applicable pricing supplement (the "Pricing Supplement") in respect of the issue of any Exempt Notes will specify whether or not such Exempt Notes will be admitted to listing or trading on any non-EEA stock exchanges and/or markets, if applicable. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set forth in a Final Terms document ("Final Terms") or, in the case of Exempt Notes, a Pricing Supplement. Each Final Terms, with respect to Notes to be listed on Euronext Dublin, will be delivered to the Central Bank and Euronext Dublin. Each Pricing Supplement, with respect to Notes to be listed on the SIX Swiss Exchange, will be delivered to the SIX Swiss Exchange. 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 Notes which are not listed or admitted to trading on any market. 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 the Prospectus Regulation. References in this Base Prospectus to "Exempt Notes" are to Notes (including Swiss Domestic Notes) for which no prospectus is required to be published under the Prospectus Regulation. The Central Bank has neither reviewed nor approved any information in this Base Prospectus pertaining to Exempt Notes and the Central Bank assumes no responsibility in relation to issues of Exempt Notes. DNB Bank ASA is both the Issuer and acting as a Dealer under the Programme. Consequently, the Issuer is a "related issuer" of DNB Bank ASA within the meaning of the Canadian National Instrument 33-105 Underwriting Conflicts in connection with the distribution of the Notes in relation to which it is acting as a Dealer. The determination of the terms of the distribution will be negotiated between the Issuer and the relevant Dealers at the time of an issuance of Notes under the Programme. The Programme has been rated AA- (Senior Preferred Notes), A (Senior Non-Preferred Notes), A- (Subordinated Notes) and A- 1+ (short-term) by S&P Global Ratings Europe Limited ("S&P"), and (P)Aa2 (Senior Preferred Notes), (P)Baa1 (Subordinated Notes) and (P)P-1 (short-term) by Moody's Investors Service Limited ("Moody's"). S&P is established in the European Union (the "EU") and is registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation") and Moody's is established in the United Kingdom ("UK") and registered under the CRA Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK CRA Regulation"). The ratings issued by Moody’s have been endorsed by Moody’s Deutschland GmbH in accordance with the CRA Regulation. Moody’s Deutschland GmbH is established in the EU and registered under the CRA Regulation. Each of Moody’s Deutschland GmbH and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation.. Notes issued pursuant to the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche (as defined below) of Notes is rated, its rating will be specified in the applicable Final Terms or, as the case may be, the applicable Pricing Supplement and will not necessarily be the same as the rating applicable to the Programme. 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. Arranger Goldman Sachs International Dealers Barclays BNP PARIBAS BofA Securities Citigroup Commerzbank Deutsche Bank DNB Bank Goldman Sachs International HSBC J.P. Morgan Nomura UBS Investment Bank UniCredit The date of this Base Prospectus is 12 May 2021 11/67312202_22 ii IMPORTANT NOTICES This Base Prospectus constitutes a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of the Prospectus Regulation. The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms or, as the case may be, the Pricing Supplement relating to any Tranche of Notes issued under the Programme.