KLP Kommunekreditt AS (Incorporated in Norway)

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KLP Kommunekreditt AS (Incorporated in Norway) BASE PROSPECTUS KLP Kommunekreditt AS (incorporated in Norway) €10,000,000,000 Covered Bond Programme Under this €10,000,000,000 Covered Bond Programme (the “Programme”), KLP Kommunekreditt AS (the “Issuer”) may from time to time issue covered bonds issued in accordance with Act No. 40 of 10 June 1988 on Financing Activity and Financial Institutions, Chapter 2, Sub-Chapter IV and appurtenant regulations (“Covered Bonds” which expression shall include VPS Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Covered Bonds may be issued in bearer form (“Bearer Covered Bonds”), registered form (“Registered Covered Bonds”) or uncertificated book-entry form cleared through the Norwegian Central Securities Depository (the “VPS Covered Bonds”). Bearer Covered Bonds and Registered Covered Bonds, excluding those issued in Swiss Francs and listed on the Six Swiss Exchange, will be cleared through Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream, Luxembourg”). VPS Covered Bonds will be cleared through the Norwegian Central Securities Depository, the VPS ASA (the “VPS”). Each Tranche of Covered Bonds issued in Swiss Francs and listed on the Six Swiss Exchange will be delivered to SIX SIS AG, the Swiss Securities Corporation in Otten, Switzerland (the “SIS”, where the expression shall include any other clearing institution recognised by the Six Swiss Exchange). The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed €10,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the restrictions applicable at the date of this Base Prospectus relating to the maturity of certain Covered Bonds is set out in “Overview of the Programme — Maturities”. The Covered Bonds 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 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 Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Covered Bonds. 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 10th July, 2005 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilieres) for the approval of this document as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). Application has also been made to the Luxembourg Stock Exchange for Covered Bonds issued under the Programme (other than VPS Covered Bonds) during the period of 12 months from the date of this 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. References in this Prospectus to Covered Bonds being “listed” (and all related references) shall mean that such Covered Bonds are intended to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and are intended to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). The Programme provides that Covered Bonds 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 Covered Bonds which are not listed or admitted to trading on any market. Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Covered Bonds”) of Covered Bonds will be set forth in a Final Terms document (“Final Terms”) which, with respect to Covered Bonds to be listed on the Luxembourg Stock Exchange, will be filed with the CSSF. The Covered Bonds issued under the Programme are expected to be rated by Fitch Ratings Limited (“Fitch”) and Moody’s Investors Service Limited (“Moody’s”). The Issuer may also issue Covered Bonds which are unrated. Details of the ratings of the Covered Bonds will be specified in the applicable Final Terms. 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 Fitch or Moody’s. The Issuer may agree with any Dealer that Covered Bonds may be issued in a form not contemplated by the Terms and Conditions of the Covered Bonds herein, in which event a supplement to the Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Covered Bonds. Prospective investors should have regard to the factors described under the section “Risk Factors” in this Base Prospectus. The date of this Base Prospectus is 5 August 2010. Arranger Morgan Stanley Dealers BNP PARIBAS Commerzbank Crédit Agricole CIB Danske Bank Landesbank Baden-Württemberg Morgan Stanley Société Générale Corporate & Investment Banking The Royal Bank of Scotland plc UBS Investment Bank UniCredit Bank This document constitutes a base prospectus (the “Base Prospectus”) for the purposes of Article 5.4 of the Prospectus Directive. The Issuer (the “Responsible Person”) accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief 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. Copies of Final Terms relating to Covered Bonds which are admitted to trading on the Luxembourg Stock Exchange’s regulated market will be available on the website of the Luxembourg Stock Exchange at www.bourse.lu and from the registered office of the Issuer and the specified offices of the Paying Agents (as defined below) for the time being in London and Luxembourg. 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” below). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Arranger as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the Issuer in connection with the Programme or the Covered Bonds or their distribution. The statements made in this paragraph are made without prejudice to the responsibility of the Issuer under the Programme. No person is or has been authorised by the Issuer, the Dealers or the Arranger 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 Covered Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or constituting an invitation or offer by the Issuer, any of the Dealers or the Arranger that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Covered Bonds should purchase any Covered Bonds. Each investor contemplating purchasing any Covered Bonds should make its own independent investigation of the 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 Covered Bonds constitutes an offer by or on behalf of the Issuer, any of the Dealers or the Arranger to any person to subscribe for or to purchase any Covered Bonds. In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Covered Bonds or effect transactions with a view to supporting the market price of the Covered Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Covered Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Covered Bonds and 60 days after the date of the allotment of the relevant Tranche of Covered Bonds. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
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