Base Prospectus

BASE PROSPECTUS AKTIA BANK PLC (incorporated with limited liability in Finland) €3,000,000,000 Euro Medium Term Note and Covered Bond Programme Under this €3,000,000,000 Euro Medium Term Note and Covered Bond Programme (the Programme), Aktia Bank plc (the Issuer) may from time to time issue Euro medium term notes (the Notes) and mortgage-backed notes issued in accordance with the CBA (as defined below) (the Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes and Covered Bonds 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. Notes may be issued (i) on an unsubordinated basis with the ranking described in Condition 2.1 of the "Terms and Conditions of the Notes" below (Senior Preferred Notes), (ii) on an unsubordinated basis as senior non-preferred Notes with the ranking described in Condition 2.2 of the "Terms and Conditions of the Notes" below (Senior Non-Preferred Notes) or (iii) on a subordinated basis with the ranking described in Condition 2.3 of the "Terms and Conditions of the Notes" below (Subordinated Notes), as specified in the applicable Final Terms (as defined below). The Notes and Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "Overview 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 on-going basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes or Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes or Covered Bonds. An investment in Notes and Covered Bonds 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 (the Prospectus Act 2005) to approve this document as a base prospectus. By approving this Base Prospectus 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 Notes and Covered Bonds issued under the Programme 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 Base Prospectus to Notes and Covered Bonds being listed (and all related references) shall mean that such Notes and Covered Bonds have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU, as amended (MiFID II). Notice of the aggregate nominal amount of Notes and Covered Bonds, interest (if any) payable in respect of Notes and Covered Bonds, the issue price of Notes and Covered Bonds and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes" and "Terms and Conditions of the Covered Bonds") of Notes and Covered Bonds will be set out in a final terms document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Notes and Covered Bonds to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). The Programme provides that Notes and 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 unlisted Notes and unlisted Covered Bonds and/or Notes and Covered Bonds not admitted to trading on any market. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with such unlisted Notes or Covered Bonds. As at the date of this Base Prospectus, the Issuer has been assigned a long-term/short-term borrowing rating of A3/P-2 by Moody's Investors Service Ltd. (Moody's) and a counterparty credit rating of A-/A-2 by S&P Global Ratings Europe Limited (S&P). The Covered Bonds issued under the Programme are expected to be rated Aaa by Moody's. Notes and Covered Bonds issued under the Programme may however also be unrated. Where a Tranche of Notes or Covered Bonds is rated, such rating will be disclosed in the Final Terms. Each of Moody's and S&P is established in the European Union and are registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of Moody's and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. 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 J.P. Morgan DEALERS BNP PARIBAS BofA Merrill Lynch Crédit Agricole CIB Landesbank Baden-Württemberg Natixis Nordea Nykredit Bank A/S J.P. Morgan UniCredit Bank The date of this Base Prospectus is 16 July 2019. IMPORTANT INFORMATION This Base Prospectus comprises a base prospectus in respect of all Notes and Covered Bonds issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. Prospectus Directive means Directive 2003/71/EC (as amended or superseded) and includes any relevant implementing measures in the Relevant Member State. The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes and Covered Bonds 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. 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"). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. Save for the Issuer, no other party has 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 by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No Dealer 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 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. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes or Covered Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer 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 or Covered Bonds should purchase any Notes or Covered Bonds. Each investor contemplating purchasing any Notes or 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 Notes or Covered Bonds constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes or Covered Bonds. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes or Covered Bonds shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes or Covered Bonds of any information coming to their attention.

Load more