Sparebank 1 Næringskreditt As
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SPAREBANK 1 NÆRINGSKREDITT AS (incorporated with limited liability in Norway) €3,000,000,000 Euro Medium Term Covered Note Programme Under this €3,000,000,000 Euro Medium Covered Term Note Programme (the “Programme ”), SpareBank 1 Næringskreditt AS (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). The Notes may be issued in bearer form (“Bearer Notes ”), registered form (“Registered Notes ”) (the Bearer Notes together with the Registered Notes, the “Ordinary Notes ”) or uncertificated book entry form (the “VPS Notes ”) cleared through the Norwegian Central Securities Depositary, the Verdipapirsentralen ASA (the “VPS ”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €3,000,000,000 (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 the Dealer specified under “General Description 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 such 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 Commission de Surveillance du Secteur Financier (the “CSSF ”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this Base Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/17/EC, as amended, to the extent that such amendments have been implemented in a Member State of the European Economic Area (the “Prospectus Directive ”). The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Ordinary Notes issued under the Programme during the period of 12 months of the date of this Base Prospectus to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market (the “Regulated Market ”) is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). References in this Base Prospectus to Notes being “listed ” (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange’s Regulated Market and have been admitted to the official list and admitted to trading on the Luxembourg Stock Exchange’s Regulated Market. Such application for approval relates only to the Notes which are to be admitted to trading on the Regulated Market and which have a minimum denomination of at least €100,000 (or its equivalent in any other currency as at the date of issue of those Notes). 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 Ordinary Notes ” (the “Ordinary Note Conditions ”) and “Terms and Conditions of the VPS Notes ”) (the “VPS Conditions ” which, when taken together with the Ordinary Note Conditions, are referred to as the “Conditions ”)) of Notes will be set out in a final terms document (the “Final Terms ”) which, with respect to Notes to be listed on the Luxembourg Stock Exchange will be delivered to the CSSF and with respect to Notes to be listed on any other stock exchange or market will be delivered to such other stock exchange or market, on or before the date of issue of the Notes of such Tranche. 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 Notes issued under the Programme are expected on issue to be assigned an “Aa1” rating by Moody's Investors Service Limited (“Moody's ” and, the “Rating Agency ”). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating organisation. As of the date of this Base Prospectus, Moody's is a credit rating agency established in the European Union and is registered under the Regulation (EC) No 1060/2009 (as amended) (the “CRA Regulation ”). The date of this Base Prospectus is 28 May 2014. Arranger and Dealer Citigroup This Base Prospectus comprises a base prospectus (the “Base Prospectus ”) for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive ”) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the “Prospectus Directive ”). The Issuer accepts responsibility for the information contained in this Base 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 Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The reference relating to the “Ministry of Finance Market Report" dated 25 April 2014 (Finansmarknadsmeldinga 2014) has been accurately reproduced and as far as the Issuer is aware and is able to ascertain from such information, no facts have been omitted which would render the reproduced information inaccurate or misleading. An investment in the Notes involves a reliance on the creditworthiness of the Issuer only and not that of any other SpareBank 1 alliance (as defined below) entities or any other entities. The Notes will not be obligations of, and will not be guaranteed by, the Shareholders, the Originators, the Arranger, the Dealers, the Swap Providers, any company in the same group of companies as such entities or any other party to the transaction documents relating to the Programme. No liability whatsoever in respect of any failure by the Issuer to pay any amount due under the Notes will be accepted by any of the Shareholders, the Originators, the Arranger, the Dealers, the Swap Providers, any company in the same group of companies as such entities or any other party to the transaction documents relating to the Programme. Copies of Final Terms will be available from the registered office of the Issuer and (in the case of Ordinary Notes) the specified office set out below of each of the Paying Agents (as defined herein) and (in the case of Ordinary Notes listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange) will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). 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 ”) and the applicable Final Terms. This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. The Arranger and the Dealers have not 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 Base Prospectus or any other information provided by the Issuer in connection with the Programme. No Dealer or Arranger accepts any liability in relation to the information contained or incorporated by reference in this Base 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 Base 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, the Arranger or any of the Dealers. Neither this Base 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, the Arranger or any of the Dealers that any recipient of this Base 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 2 financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base 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, the Arranger or any of the Dealers to any person to subscribe for or to purchase any Notes.