EMTN-2020-Prospectus.Pdf
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Prospectus JYSKE BANK A/S (incorporated as a public limited company in Denmark) U.S.$8,000,000,000 Euro Medium Term Note Programme On 22 December 1997, the Issuer (as defined below) entered into a U.S.$1,000,000,000 Euro Medium Term Note Programme (the “Programme”). This document supersedes the Prospectus dated 11 June 2019 and any previous Prospectus and/or Offering Circular. Any Notes (as defined below) issued under the Programme on or after the date of this Prospectus are issued subject to the provisions described herein. This Prospectus does not affect any Notes issued before the date of this Prospectus. Under the Programme, Jyske Bank A/S (the “Issuer”, “Jyske 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”), (iii) subordinated and, on issue, constituting Tier 2 Capital (as defined in the Terms and Conditions of the Notes) (“Subordinated Notes”) or (iv) subordinated and, on issue, constituting Additional Tier 1 Capital (as defined in the Terms and Conditions of the Notes) (“Additional Tier 1 Capital Notes”) as indicated in the applicable Final Terms (as defined below). 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 U.S.$8,000,000,000 (or its equivalent in other currencies calculated as described herein), 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 8 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 by the Central Bank of Ireland, as competent authority under the Prospectus Regulation (as defined below). 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 of the quality of the Notes. 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 in the European Economic Area (which, for these purposes, included the United Kingdom) 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 (which, for these purposes, includes the United Kingdom) 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 the official list of Euronext Dublin (the “Official List”) and admitted to trading on the Regulated Market. The Regulated Market is a regulated market for the purposes of MiFID II. References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to trading on the Regulated Market. This 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 for the purposes of MiFID II in the European Economic Area (which, for these purposes, includes the United Kingdom). 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. Notice of: (i) the aggregate principal amount of; (ii) interest (if any) payable in respect of; (iii) the issue price of; and (iv) certain other information which is applicable to, the Notes of each Tranche (as defined in the Terms and Conditions of the Notes (the “Conditions”) below) will be set out in a final terms document (the “Final Terms”) which will be delivered to the Central Bank of Ireland and Euronext Dublin (if listed on Euronext Dublin). Copies of Final Terms in relation to Notes to be listed on Euronext Dublin will also be published on the website of Euronext Dublin at www.ise.ie. The Notes of each Tranche in bearer form will initially be represented by a temporary global Note in bearer form or a permanent global Note in bearer form (together, the “Global Notes”). If the Global Notes are stated in the applicable Final Terms to be issued in new global note (“NGN”) form they will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”). Notes in registered form will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s (as defined in the Conditions) entire holding of Registered Notes of one Series (as defined in the Conditions). Registered Notes issued in global form will be represented by registered global certificates (“Global Certificates”). If a Global Certificate is held under the New Safekeeping Structure (the “NSS”) the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form (“Classic Global Notes” or “CGNs”) and Global Certificates which are not held under the NSS will be deposited on the issue date thereof with a common depositary on behalf of Euroclear and Clearstream, Luxembourg and/or any other agreed clearance system specified in the applicable Final Terms (the “Common Depositary”). Each temporary global Note will be exchangeable, as specified in the applicable Final Terms, for either a permanent global Note or Notes in definitive form, in each case upon certification as to non-US beneficial ownership as required by US Treasury regulations. A permanent global Note will be exchangeable for definitive Notes in limited circumstances, all as further described in “Summary of Provisions relating to Notes while in Global Form” herein. If so specified in the applicable Final Terms, Notes may also be issued in uncertificated and dematerialised book entry form, settled through VP SECURITIES A/S (the “VP”) (the “VP Notes”). 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 S&P Global Ratings Europe Limited (“S&P”). S&P is established in the European Union 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 applicable Final Terms. 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 J.P. Morgan Dealers BNP PARIBAS Deutsche Bank Goldman Sachs International ING J.P. Morgan Jyske Bank A/S Landesbank Baden-Württemberg Dated 24 August 2020 This Prospectus comprises a base prospectus 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 “Jyske Bank Group” or the “Group”) and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary information which is material to an investor for making 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 and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer, 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.