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EMTN Offering Circular

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EMTN Offering Circular Offering Circular Equinor ASA (incorporated with limited liability in the Kingdom of Norway) Notes issued under the programme may (subject as described below) be unconditionally and irrevocably guaranteed by Equinor Energy AS (incorporated with limited liability in the Kingdom of Norway) €20,000,000,000 Euro Medium Term Note Programme On 21 March 1997, Equinor ASA (formerly known as Statoil ASA, the Issuer and together with its subsidiaries, Equinor or the Group) entered into a Euro Medium Term Note Programme (the Programme) and issued an Offering Circular on that date describing the Programme. The Programme has been subsequently amended and updated. This Offering Circular supersedes any previously dated offering circulars. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued prior to the date hereof. Under this Programme, 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 either (i) in bearer form or (ii) in uncertificated book entry form registered in accordance with section 3-1 of the Norwegian Securities Depository Act of 15 March 2019 no. 6 in a securities depository approved or acknowledged under the EU central securities depositories (CSD) regulation (Regulation (EU) No 909/2014 of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012) (the CSD Regulation) which, unless otherwise specified in the applicable Final Terms (as defined below), will be the Norwegian Central Securities Depositary, Verdipapirsentralen ASA (the VPS and such Notes, the VPS Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed €20,000,000,000 (or its equivalent in other currencies calculated as described herein). The payments of all amounts due in respect of the Notes issued by the Issuer may, if indicated in the applicable Final Terms (subject to the automaticA6.1 termination provisions in Condition 2(c) (Termination of Guarantee) of the Terms and Conditions of the Notes other than VPS Notes or of the Terms and Conditions of the VPS Notes, as applicable), be unconditionally and irrevocably guaranteed by Equinor Energy AS (formerly known as Statoil Petroleum AS, the Guarantor). The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 10 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 Offering Circular 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 for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". This Offering Circular has been approved as a base prospectus by the United Kingdom (the UK) Financial Conduct Authority (the FCA) as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The FCA only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the FCA should not be considered as an endorsement of the Issuer or the Guarantor or of the quality of the Notes that are the subject of this Offering Circular. Investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to the FCA for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the official list of the FCA (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for such Notes to be admitted to trading on the London Stock Exchange's regulated market. References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange's regulated market and have been admitted to the Official List. VPS Notes may be listed on the Oslo Børs's regulated market and, in this case, listed (and all related references) shall be construed accordingly. Each of the London Stock Exchange's regulated market and the Oslo Børs'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, 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 other than VPS Notes" and "Terms and Conditions of the VPS Notes") of Notes will be set out in a Final Terms document (the Final Terms) which will be delivered to the FCA and the London Stock Exchange. Copies of Final Terms will be available from the registered office of the Issuer and from the specified office set out below of each of the Paying Agents. In addition, copies of each Final Terms will be available on the website of the London Stock Exchange through a regulatory information service. A13.7.5(A) The Issuer has been rated Aa2 (negative) by Moody's Investors Service Ltd (Moody's) and AA- (negative) by S&P Global Ratings Europe Limited (S&P). The Programme has been rated Aa2 by Moody's and AA- by S&P to the extent that Notes issued by the Issuer are unconditionally and irrevocably guaranteed by the Guarantor. Notes issued pursuant to the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme. A 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. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. For the purposes of the credit ratings included and referred to in this Offering Circular, Moody's and S&P are established in the UK and the European Union (the EU), respectively, and both Moody's and S&P are registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). This Offering Circular (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 in the European Economic Area (the EEA). For these purposes, references to the EEA include the UK. The obligation to supplement this Offering Circular in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Offering Circular is no longer valid. Arranger BNP PARIBAS Dealers Barclays BNP PARIBAS Citigroup Deutsche Bank HSBC J.P. Morgan Nordea 13 May 2020 This Offering Circular comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation. The Prospectus Regulation means Regulation (EU) 2017/1129. The Issuer and the Guarantor accept responsibility for the information contained in A9.1.1 this Offering Circular and the Issuer and (in the case of Notes having the benefit of the A9.1.2 A13.1.1(A) Guarantee) the Guarantor accept responsibility for the information contained in the A13.1.2(A) Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer and the Guarantor the information contained in this Offering Circular is in accordance with the facts and the Offering Circular does not omit anything likely to affect the import of such information. This Offering Circular 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 Offering Circular shall be read and construed on the basis that such documents are so incorporated and form part of this Offering Circular. Each investor contemplating purchasing any Notes should review the 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 Offering Circular refers does not form part of this Offering Circular and has not been scrutinised or approved by the FCA. The Issuer and the Guarantor confirm that any information sourced from a third party has been accurately reproduced and that, so far as the Issuer and the Guarantor are aware and are able to ascertain, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Dealers have not separately 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 in this Offering Circular or any other information provided by the Issuer or the Guarantor in connection with the Programme or the Notes or their distribution. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Offering Circular 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 Guarantor or any of the Dealers.
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