Prospectus • Nov 20, 2023
Prospectus
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for
Joint Lead Arrangers:
Oslo, 17 November 2023
The Securities Note has been prepared in connection with listing of the securities at Oslo Børs. The Securities Note has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this Securities Note as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Securities Note.
New information that is significant for the Issuer or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to listing of the Loan. Such information will be published as a supplement to the Securities Note pursuant to Regulation (EU) 2017/1129. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Issuer or its subsidiaries may not have been changed.
MIFID II product governance / Professional investors and eligible counterparties (ECPs) only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended) (MiFID II); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and eligible counterparties only (ECPs) target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation (as defined below). Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended) (the PRIIPs Regulation) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Only the Issuer and the Joint Lead Arrangers are entitled to procure information about conditions described in the Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on.
Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply.
In certain jurisdictions, the distribution of the Securities Note with Summary may be limited by law, for example in the United States of America or in the United Kingdom. Approval of the Securities Note with Summary by the Norwegian FSA implies that the Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Securities Note with Summary in any jurisdiction where such action is required. Persons that receive the Securities Note with Summary are ordered by the Issuer and the Joint Lead Managers to obtain information on and comply with such restrictions.
This Securities Note is not an offer to sell or a request to buy bonds.
The Securities Note included Summary together with the Registration Document constitutes the Prospectus.
The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice.
Please contact the Issuer or the Joint Lead Arrangers to receive copies of the Securities Note.
The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
The conditions of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority.
Please see the Bond Terms for the Bond Trustee's power to represent the Bondholders and the duties and authority of the Bond Trustee.
*The capitalised words in the section "Important Information" are defined in Chapter 3: "Detailed information about the securities".
| 1 Summary 5 | |
|---|---|
| 2 Risk Factors 11 | |
| 3 Persons Responsible 13 | |
| 4 Detailed information about the securities 14 | |
| 5 Additional Information 21 | |
| Appendix 1: Bond Terms 22 |
The below summary has been prepared in accordance with the disclosure requirements in Article 7in the Regulation (EU) 2017/1129 as of 14 June 2017.
| Disclosure requirement | Disclosure |
|---|---|
| Warning. | This summary should be read as introduction to the Prospectus. Any decision to invest in |
| the securities should be based on consideration of the Prospectus as a whole by the | |
| investor. The investor could lose all or part of the invested capital. Where a claim relating | |
| to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national law, have to bear the costs of translating the Prospectus |
|
| before the legal proceedings are initiated. Civil liability attaches only to those persons who | |
| have tabled the summary including any translation thereof, but only where the summary is | |
| misleading, inaccurate or inconsistent, when read together with the other parts of the | |
| Prospectus, or where it does not provide, when read together with the other parts of the | |
| prospectus, key information in order to aid investors when considering whether to invest in | |
| such securities. | |
| Name and international securities | ISIN NO0013024000 FRN Gjensidige Forsikring ASA Callable Subordinated Bond Issue |
| identification number ('ISIN') of | 2023/2053. |
| the securities. | |
| Identity and contact details of the | Gjensidige Forsikring ASA, Schweigaards gate 21, 0191 Oslo, Norway. |
| issuer, including its legal entity | The Company's telephone number is +47 91 50 31 00. Registration number 995 568 217 |
| identifier ('LEI'). | and LEI-code (legal entity identifier): 5967007LIEEXZX6FAO47. |
| Identity and contact details of the | Not applicable. There is no offeror, the Prospectus has been produced in connection with |
| offeror or of the person asking for | listing of the securities on the Oslo Børs. The Issuer is going to ask for admission to trading |
| admission to trading on a | on a regulated market. |
| regulated market. | |
| Identity and contact details of the | Financial Supervisory Authority of Norway (Finanstilsynet), Revierstredet 3, 0151 Oslo. |
| competent authority that approved | Telephone number is +47 22 93 98 00. E-mail: [email protected] |
| the prospectus | |
| Date of approval of the | The Prospectus was approved on 17 November 2023. |
| prospectus. |
| Disclosure requirement | Disclosure |
|---|---|
| Who is the issuer of the securities | Gjensidige Forsikring ASA |
| Domicile and legal form | The Company is domiciled and incorporated in Norway and registered in the Norwegian |
| Companies Registry with registration number 995 568 217. The Company is a public | |
| limited liability company incorporated under the laws of Norway, including the Public | |
| Limited Companies Act. LEI-code: 5967007LIEEXZX6FAO47. | |
| Principal activities | Gjensidige Forsikring ASA is the parent company of the Gjensidige Group, and its head |
| office is in Oslo, Norway. The Company has general insurance operations in Norway, | |
| Denmark, Sweden and the Baltic states, in addition to pension operations in Norway. | |
| The general insurance operations include both property insurance and accident and health | |
| insurance. The Norwegian general insurance operations also include life insurance, which | |
| is pure risk insurance with a duration of up to one year, largely group life insurance. | |
| Operations outside Norway primarily take place through branches. In the Baltics, we have a subsidiary in Lithuania with branches in Estonia and Latvia. |
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| The Group's operations are divided into five segments: | |
| General Insurance – Private |
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| General Insurance – Commercial |
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| General Insurance – Sweden |
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| General Insurance – Baltics |
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| Pension |
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| Investor | Number of shares | % of top 20 | % of total | Type | Country |
|---|---|---|---|---|---|
| GJENSIDIGESTIFTELSEN | 311,200,115.00 | 78.09 | 62.24 PRIV | NOR | |
| FOLKETRYGDFONDET | 21,682,948.00 | 5.44 | 4.34 PRIV | NOR | |
| STATE STREET BANK AND TRUST COMP | 12,959,196.00 | 3.25 | 2.59 NOM | USA | |
| STATE STREET BANK AND TRUST COMP | 7,439,858.00 | 1.87 | 1.49 NOM | USA | |
| STATE STREET BANK AND TRUST COMP | 6,777,847.00 | 1.7 | 1.36 NOM | USA | |
| CITIBANK, N.A. | 4,570,603.00 | 1.15 | 0.91 NOM | IRL | |
| STATE STREET BANK AND TRUST COMP | 4,036,674.00 | 1.01 | 0.81 NOM | USA | |
| STATE STREET BANK AND TRUST COMP | 3,714,057.00 | 0.93 | 0.74 NOM | USA |
JPMORGAN CHASE BANK, N.A., LONDON 3,555,061.00 0.89 0.71 NOM GBR J.P. MORGAN SE 2,437,397.00 0.61 0.49 NOM LUX STATE STREET BANK AND TRUST COMP 2,403,901.00 0.6 0.48 NOM USA DANSKE INVEST NORSKE INSTIT. II. 2,257,800.00 0.57 0.45 PRIV NOR J.P. MORGAN SE 2,170,214.00 0.54 0.43 NOM LUX VERDIPAPIRFONDET KLP AKSJENORGE IN 2,131,939.00 0.53 0.43 PRIV NOR STATE STREET BANK AND TRUST COMP 2,041,964.00 0.51 0.41 NOM IRL STATE STREET BANK AND TRUST COMP 2,024,144.00 0.51 0.4 NOM USA THE BANK OF NEW YORK MELLON 1,959,325.00 0.49 0.39 NOM USA EUROCLEAR BANK S.A./N.V. 1,898,273.00 0.48 0.38 NOM BEL THE BANK OF NEW YORK MELLON SA/NV 1,762,404.00 0.44 0.35 NOM BEL VERDIPAPIRFOND ODIN NORGE 1,500,123.00 0.38 0.3 PRIV NOR
The Gjensidige Foundation is Gjensidige's largest owner with an owner share at 62.24 per cent. The Total number of shares owned by top 20 398,523,843.00 79.7 Total number of shares 500,000,000.00 100
Gjensidige Foundation has laid down in its statutes that its ownership interest in Gjensidige shall amount to at least 50.1 per cent, which shall contribute to predictability and stable ownership.
| Management | Group management: | |
|---|---|---|
| Name | Position | |
| Geir Holmgren | CEO | |
| Jostein Amdal | EVP, CFO | |
| René Fløystøl | EVP, Private | |
| Lars G. Bjerklund | EVP, Commercial | |
| Aysegül Cin | EVP, Claims | |
| Berit Nilsen | EVP, Analys, Product and Price | |
| Janne Flessum | EVP, Strategy and Group Development | |
| Siri Langangen | EVP, People | |
| Catharina Hellerud | Chief Risk Officer | |
| Vibeke Lewin | EVP, Communication, Brand and Sustainability | |
| Sverre Johan Rostoft | EVP Technology and Insight | |
| Statutory auditors | Deloitte AS, independent public accountants. | |
| What is the key financial | ||
| information regarding the issuer | ||
| Key financial information |
| Amount in NOK millions | Interim Report Q3 2023 YTD Unaudited * |
Interim Report Q2 2023 YTD Unaudited |
Interim Report Q1 2023 Unaudited |
Annual Report 2022 Audited |
|---|---|---|---|---|
| Insurance revenue/Operating Income 2022 |
27,107.7 | 17,716.2 | 8,649.9 | 33,651.6 |
| Net financial debt (total liabilities minus cash and cash eq) |
114,229.4 | 113,334.6 | 112,135.9 | 106,084.2 |
| Net Cash flows from operating activities | 5,775.0 | 5,664.0 | 5,116.3 | 2,262.3 |
| Net Cash flows from financing activities | -3,995.1 | -4,335.8 | -4,118.9 | -4,176.6 |
| Net Cash flow from investing activities | -647.6 | -412.3 | -283.5 | 2,753.2 |
* The comparative figures (2022 figures) in the quarterly reports in 2023 are not identical to what was originally presented last year due to changing accounting rules (intro of IFRS 9 & 17).
| Amount in NOK millions | Annual Report 2022 Audited |
|---|---|
| Operating Income | 30,267.9 |
| Net financial debt (total liabilities minus cash and cash eq) | 53,997.5 |
| Net Cash flows from operating activities | 2,015.7 |
| Net Cash flows from financing activities | -4,742.3 |
| Net Cash flow from investing activities | 3,316.0 |
There is no description of any qualifications in the audit report in Annual Report 2022.
| What is the key risk factors that | |
|---|---|
| are specific to the issuer | |
| Most material key risk factors | Risks related to the Issuer and the market in which it operates: Underwriting risk: The Gjensidige Group may misprice risk or accept excessive risks, which may result in significant underwriting losses. Reserve risk: The Gjensidige Group's technical provisions may not be adequate, resulting in run-off losses and a material adverse effect on the financial position. Financial risk: Part of the Issuer Group's overall profits comes from investments in financial assets. These investments are dependent upon both overall market development and the Issuer Group's ability to manage risks in these assets. Failure to do this may cause volatile profits and have a material adverse effect on its financial position. Also liabilities are exposed to changes in macroeconomic conditions such as interest rates, inflation rates and currency rates. Operational risk: Risk of loss arising from inadequate or failed internal processes and systems, from human errors, or from external events. |
| Strategic risk and business risk: There is risk of financial losses or lost opportunities due to Gjensidige's inability to establish and implement business plans and strategies, make decisions, allocate resources, or respond to changes. |
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| Optional Redemption; Ordinary Call | |
|---|---|
| (a) The Issuer may on the First Call Date, on any Business Day in the Interest Period after the First Call Date and on any Interest Payment Date thereafter, if the Issuer provides satisfactory evidence to the Bond Trustee (on behalf of the Bondholders), that (i) in the opinion of the Issuer Supervisor no Capital Requirement Breach has occurred or is likely to occur as a result of a redemption, and (ii) the Issuer has received prior consent of the Issuer Supervisor, redeem in a manner permitted by any Applicable Regulations and other applicable law all (but not only some) of the outstanding Bonds at the Redemption Price, without any premium or penalty, however, together with any unpaid interest to (but excluding) the Repayment Date. |
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| (b) If the Issuer and/or the Issuer Group is in a Capital Requirement Breach or repayment or redemption would lead to such Capital Requirement Breach, redemption may be made notwithstanding (i) and/or (ii) above if: (i) the Issuer Supervisor has exceptionally waived the suspension of repayment or redemption of that item; (ii) the item is exchanged for or converted into another Tier 2 or basic own fund item of at least the same quality; and (iii) the Minimum Capital Requirement is complied with after the repayment or redemption. |
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| (c) Exercise of an Optional Redemption shall be notified in writing to the Bondholders in accordance with paragraph (b) of Clause 8.3 (Notices) in the Bond Terms at least ten (10) Business Days prior to the relevant redemption date (the "Redemption Notice"). |
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| (d) If the Issuer provides satisfactory evidence to the Bond Trustee (on behalf of the Bondholders), that a; (i) Capital Disqualification Event; (ii) Rating Agency Event; or (iii) Taxation Event; |
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| has occurred when the Bonds are outstanding, the Issuer may subject to (i) no Capital Requirement Breach having occurred or would occur as a result of a redemption, (ii) prior consent of the Issuer Supervisor, and (iii) the provisions of paragraph (c) of Clause 3.9 (Preconditions to redemption, purchase, variation or substitution) in the Bond Terms (as applicable), redeem all (but not only some) of the outstanding Bonds at the Redemption Price, without any premium or penalty. |
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| (e) Exercise of the Optional Redemption shall be notified by a Redemption Notice. | |
| Each Bondholder (or person acting for a Bondholder under a power of attorney) may cast one vote for each Voting Bond owned on the Relevant Record Date. |
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| Status of the bonds and transaction security |
The Bonds will constitute Tier 2 Instruments of the Issuer and/or the Issuer Group under the Applicable Regulations, and constitute direct, unsecured and subordinated debt obligations, and will in connection with a Bankruptcy Event of the Issuer rank: |
| a) pari passu without any preference among the Bonds; |
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| b) pari passu with all outstanding Parity Obligations; |
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| c) in priority to payments to creditors in respect of Junior Obligations; and |
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| d) junior in right of payment to any present or future claims of (i) policyholders of the Issuer, and (ii) any other obligations of the Issuer ranking or expressed to rank senior to the Bonds to the extent permitted by the Applicable Regulations in order for the Bonds to be classified as Tier 2 Instruments. |
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| The Bonds are unsecured. | |
| Where will the securities be traded Indication as to whether the securities offered are or will be the object of an application for admission to trading. |
An application for admission to trading on the Oslo Børs will be made once the Prospectus has been approved. |
| Is there a guarantee attached to the securities? |
Not applicable. There is no guarantee attached to the securities. |
| What are the key risks that are specific to the securities |
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|---|---|
| Most material key risks | The Bonds constitute a subordinated obligation for the Issuer and rank as described in the Bond Terms. There is a risk that the Bondholders will lose their investment in the Bonds entirely or partly, if the Issuer's assets are insufficient upon insolvency or liquidation. |
| Interest payments under the Subordinated Tier 2 instrument may be optionally or mandatorily deferred. Any deferred interest is accumulated but will not carry any interest. The interest payment obligations (including any deferred interest) of the Issuer under the Bond Terms is conditional upon the Issuer being Solvent at the time of payment and still being solvent immediately thereafter (the "Solvency Condition"). Other than in a Bankruptcy Event, no amount will be payable under or arising from the Tier 2 Bonds except to the extent that the Issuer could make such payment in satisfaction of the Solvency Condition. Any actual or anticipated deferral or of interest payments is likely to have an adverse effect on the market price of the Tier 2 Bonds. |
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| There is a risk that the value of the bond issue may decrease in spite of underlying positive development in the Group's performance and business activities. |
| Disclosure requirements | Disclosure | |||
|---|---|---|---|---|
| Under which conditions and timetable can I invest in this |
The Bonds was initially offered to eligible counterparties and professional clients only (all distribution channels) prior to the Issue date. The Bonds are freely negotiable, however |
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| security? | certain purchase or selling restrictions may apply to Bondholders under applicable local | |||
| laws and regulations from time to time. There is no market-making agreement entered into | ||||
| in connection with the Bonds. | ||||
| The estimate of total expenses related to the issue are as follow: | ||||
| External party | Cost | |||
| The Norwegian FSA | NOK 77,000 | |||
| The stock exchange | NOK 30,563 | |||
| The Bond Trustee, p.a. | NOK 55,000 | |||
| Legal fee | NOK 62,500 | |||
| Joint Lead Arrangers | NOK 3,796,939 | |||
| Total | NOK 4,022,002 | |||
| Admission to trading on a regulated market will take place as soon as possible after the | ||||
| Why is the prospectus being | Prospectus has been approved by the Norwegian FSA. In connection with listing of the securities on the Oslo Børs. |
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| produced | ||||
| Reasons for the admission to | Use of proceeds | |||
| trading on a regulated marked and | The purpose of the Bonds is general corporate purposes, and for the Bonds to qualify as | |||
| use of. | Tier 2 Instruments (basic own funds) of the Issuer and/or the Issuer Group for the purpose | |||
| of the Applicable Regulations and as determined by the Issuer Supervisor. | ||||
| Estimated net amount of the proceeds is approximately: NOK 1,195,977,998. | ||||
| Description of material conflicts of | The involved persons in the Issue have no interest, nor conflicting interests that are | |||
| interest to the issue including conflicting interests. |
material to the Bond Issue. | |||
| DNB Markets, a part of DNB Bank ASA and Pareto Securities AS, the Joint Lead Arrangers, | ||||
| have assisted the Issuer in preparing the Prospectus. The Joint Lead Arrangers and/or | ||||
| affiliated companies and/or officers, directors and employees may be a market maker or | ||||
| hold a position in any instrument or related instrument discussed in the Prospectus and | ||||
| may perform or seek to perform financial advisory or banking services related to such | ||||
| instruments. The Joint Lead Arrangers' corporate finance department may act as manager for the Issuer in private and/or public placement and/or resale not publicly available or |
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| commonly known. |
All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. An investment in interest bearing securities is only suitable for investors who understand the risk factors associated with this type of investments and who can afford a loss of all or part of the investment. Prospective investors should also read the detailed information set out in the Registration Document dated 17 November 2023 and reach their own views prior to making any investment decision. The risk factors set out in the Registration Document and the Securities Note cover the Issuer and the bonds issued by the Issuer, respectively.
The bond constitutes a subordinated obligation for the Issuer and rank as described in the Bond Terms. There is a risk that the Bondholders will lose their investment in the Bond Issue entirely or partly, if the Issuer's assets are insufficient upon insolvency or liquidation.
The Bondholders may lose their investment in the Bond Issue entirely or partly if the Issuer's assets upon insolvency or liquidation are insufficient to cover the claims of more senior-ranking creditors in full, in which case the Bondholders lose their entire investment. If the Issuer's assets are sufficient to cover the claims of more senior-ranking creditors in full, but insufficient to cover the claims of the Parity Obligations from the Bond Issue, the Bondholders will lose their investment in the Bond Issue entirely or partly.
The risk of losing the invested money in whole or in part is higher for investments in the Restricted Tier 2 Own Funds instrument since this capital class is more subordinated and will bear losses prior to senior debt.
Due to the status of each of the Tier 2 Bonds as unsecured and subordinated debt obligations of the Issuer, in connection with a Bankruptcy Event of the Issuer, the Tier 2 Bonds will rank: a) pari passu without any preference among the Bonds; b) pari passu with all outstanding Parity Obligations; c) in priority to payments to creditors in respect of Junior Obligations; and d) junior in right of payment to any present or future claims of (i) policyholders of the Issuer, and (ii) any other obligations of the Issuer ranking or expressed to rank senior to the Tier 2 Bonds. Junior Obligations means (i) the Issuer's share capital, or (ii) any other obligations of the Issuer ranking or expressed to rank junior to the Tier 2 Bonds.
In case of a Bankruptcy Event, payments to investors in subordinated debt will depend on funds left after payments are made to unsubordinated creditors. This may result in a loss for the bondholder. From the status of the Tier 2 Bonds it also follows that the interest payments may be deferred for later payment and there is non-accrual of interest on the deferred interest amount, which will be made for later payment, subject to the Issuer being solvent and in compliance with regulatory requirements to pay any deferred interest. As a consequence, the investor may not receive timely coupon payments to spend or reinvest. Further, redemption of the principal amount at the stated maturity date may be suspended by the Issuer Supervisor if the Issuer is not in compliance with capital requirements. Finally, if the audited accounts of the Issuer show that a substantial part of its subordinated debt capital has been lost, the loss may be absorbed by reduction of the nominal value without any accompanying payment to the investors.
The Tier 2 Bonds are scheduled to be redeemed at their principal amount in 2053 (the "Maturity Date") provided that on such date that there is no suspension of redemption and the preconditions to redemption as described in the Bond Terms are all fulfilled, including but not limited to the continued solvency of the Issuer and the Issuer Group and the approval by the Issuer Supervisor has been obtained. The Issuer is under no obligation to redeem the Tier 2 Bonds at any time before the Maturity Date, and the Bondholders have no right to call for their redemption. If the Issuer does not fulfil its Solvency Condition, the Maturity date may be postponed without any compensation other than the accrual of coupons.
Interest payments under the Subordinated Tier 2 instrument may be optionally or mandatorily deferred. Any deferred interest is accumulated but will not carry any interest. The interest payment obligations (including any deferred interest) of the Issuer under the Bond Terms is conditional upon the Issuer being solvent at the time of payment and still being solvent immediately thereafter (the "Solvency Condition"). Other than in a Bankruptcy Event, no amount will be payable under or arising from the Tier 2 Bonds except to the extent that the Issuer could make such payment in satisfaction of the Solvency Condition. Any actual or anticipated deferral or of interest payments is likely to have an adverse effect on the market price of the Tier 2 Bonds.
If the Issuer's early redemption right (ordinary or conditional (Regulatory Call, Tax Call and/or Rating Call) as stated in the Bond Terms) is exercised, the Call Price is 100 % of the applicable denomination at the time of an early redemption. The Call Price may limit the market value of the Bond and an investor may not be able to reinvest the redemption proceeds in a manner which achieves a similar effective return.
Liquidity risk is the risk that a party interested in trading bonds cannot do it because nobody else in the market wants to trade the bonds. Missing demand for the bonds may result in a loss for the bondholder in the form of not getting access to liquidity through sale of the bonds but has to wait until maturity for the bonds to receive liquidity.
The interest rate or coupon of this instrument consists of two elements: a) 3 months NIBOR and b) the Margin. The risk is associated with the variability of the sum of these two components. The Margin is fixed at issuance of the bonds and will not represent a risk for an investor as regards the interest income from the bonds. 3 months NIBOR is a reference rate for pricing of 3 months liquidity in the market and will vary over time. The coupon is reset quarterly based on actual 3 months NIBOR plus Margin. This means the risk to interest income from the bonds is associated with the changes in NIBOR. When trading this instrument, the investor is exposed to the risk of changes in market changes in 3 months NIBOR as well as changes in market changes to the margin investors are willing to trade the bonds. These changes will affect the price of the bonds.
Settlement risk is the risk that the settlement of bonds does not take place as agreed. The settlement risk consists of the failure to pay or the failure to deliver the bonds.
Credit risk is the risk that the Borrower fails to make the required payments under the Bond Issue (either principal or interest.
Market risk is the risk that the value of the bonds will decrease due to the change in value of the market risk factors. The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an underlying positive development in the Issuer's business activities, the price of a bond may fall independent of this fact.
No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times depend on the market participants' view of the credit quality of the Issuer as well as established and available credit lines.
Rates and indices which are deemed to be "benchmarks", such as NIBOR, are the subject of ongoing national, international and other regulatory guidance and proposals for reform, with further changes anticipated. Some of these reforms are already effective whilst others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on the Bond Issue.
Solvency II requirements adopted, whether as a result of further changes to Solvency II or changes to the way in which the Issuer Supervisor interprets and applies these requirements to the Issuer and/or the Issuer Group may change. Any such changes, either individually and/or in aggregate, may lead to further unexpected changes in relation to the calculation of the Solvency Capital Requirement, Minimum Capital Requirement and/or Eligible Own-Fund Items to cover the Solvency Capital Requirement or Minimum Capital Requirement, and such changes may make the applicable regulatory capital requirements more onerous. Such changes that may occur in the application of Solvency II subsequent to the date of this presentation and/or subsequent changes to such rules and other variables may individually or in aggregate negatively affect the calculation of the Solvency Capital Requirement and/or Minimum Capital Requirement and thus increase the risk of deferral of interest payments, suspension of redemption (or, alternatively, trigger a Capital Disqualification Event and subsequent redemption of the Bond Issue by the Issuer. Additionally, the Issuer may be required to raise further capital pursuant to applicable law or regulation or the official interpretation thereof in order to maintain the then applicable Minimum Capital Requirement and Solvency Capital Requirement. Changes to Solvency II requirements may also increase the likelihood of a Capital Disqualification Event and subsequent early redemption of one or both of the Bond Issue by the Issuer.
A Capital Disqualification Event may occur as a result of any replacement of, or change to (or change to the interpretation of), the Applicable Regulations after the Issue Date. Such an event may lead to the whole or a part the Tier 2 Bonds no longer being qualified as Tier 2 Capital for the purposes of the Issuer and/or Issuer Group.
The Bond Issue is rated BBB+ by S&P. S&P is established in the European Economic Area and registered under the EU CRA Regulation and is as of date included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certied-CRAs) in accordance with the CRA Regulation. The rating S&P has given to the Bond Issue is endorsed by S&P Global Ratings UK Limited which is established in the UK and registered under the UK CRA Regulation. The rating may not reflect the potential impact of all risks related to the structure, market, additional factors discussed above, and other factors that may affect the value of the Bond Issue.
A credit rating is not a recommendation to buy, sell or hold securities and may be suspended, revised or withdrawn by the rating agency at any time. Any adverse change in an applicable credit rating could adversely affect the trading price for the Bond Issue. In addition, rating agencies other than S&P could seek to rate the Bond Issue and such unsolicited ratings are lower than the comparable ratings assigned to the Bond Issue by S&P, those unsolicited ratings could have an adverse effect on the value and the marketability of the Bond Issue.
Persons responsible for the information given in the Prospectus are: Gjensidige Forsikring ASA, Schweigaards gate 21, 0191 Oslo, Norway.
Gjensidige Forsikring ASA confirms that the information contained in the prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.
Oslo (Norway), 17 November 2023
__________________________ Geir Holmgren CEO
Gjensidige Forsikring ASA confirms that:
| ISIN code: | NO0013024000 | ||
|---|---|---|---|
| LEI-code: | 5967007LIEEXZX6FAO47 | ||
| The Loan/The Reference Name/The Bonds: |
"FRN Gjensidige Forsikring ASA Callable Subordinated Bond Issue 2023/2053". | ||
| Issuer/Company: | Gjensidige Forsikring ASA, incorporated under the laws of Norway with business registration number 995 568 217. |
||
| Issuer Group: | The Issuer and companies being part of the Issuer's insurance group (No: for sikringsgruppe) as defined in Section 38 of the Norwegian Solvency II regulation and any other Applicable Regulations. For the avoidance of doubt, the Gjensidige Foundation (No: Gjensidigestiftelsen) is not included in the Issuer Group. |
||
| Security Type: | Subordinated Tier 2 Callable Bond issue with floating rate. | ||
| Borrowing Amount: | NOK | 1,200,000,000 | |
| Denomination – Each Bond: |
NOK | 1,000,000 | - each and ranking pari passu among themselves |
| Minimum investment: | Minimum investment is NOK 2,000,000. | ||
| Securities Form: | The Bonds are electronic registered in book-entry form with the Securities Depository. | ||
| Disbursement/Settlement/ Issue Date: |
26 September 2023. | ||
| Interest Bearing From and Including: |
Disbursement/Settlement/Issue Date. | ||
| Interest Bearing To: | Maturity Date. | ||
| Maturity Date: | 29 December 2053. | ||
| Reference Rate: | NIBOR 3 months. | ||
| Margin: | 2.25 % p.a. until 29 December 2033, and thereafter, 3.25% p.a. (i.e. step-up of 1.00 % p.a. after 10.25 years). |
||
| Interest Rate: | Reference Rate + Margin, equal to 6.98 % p.a. for the interest period ending on 29 December 2023 – 94 days (subject to adjustment according to the Business Day Convention). |
||
| If the Interest Rate becomes negative, the Interest Rate shall be deemed to be zero. | |||
| Day Count Fraction - Coupon: |
Act/360 – in arrears. | ||
| Business Day Convention: | If the relevant Payment Date originally falls on a day that is not a Business Day, an adjustment of the Payment Date will be made so that the relevant Payment Date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day (Modified Following Business Day Convention). |
||
| Interest Rate Determination Date (Reset Date): |
22 September 2023, and thereafter two Business Days prior to each Interest Payment Date. |
||
| Interest Rate Adjustment Date: |
Interest Rate determined on an Interest Rate Determination Date will be effective from and including the accompanying Interest Payment Date. |
| Interest Payment Date: | Each 29 March, 29 June, 29 September and 29 December in each year and the Maturity Date. Any adjustment will be made according to the Business Day Convention. |
||
|---|---|---|---|
| #Days first term: | 94 days. | ||
| Issue Price: | 100 % (par value). | ||
| Yield: | Dependent on the market price. Yield for the Interest Period (26 September 2023 – 29 December 2023) is 7.265 % p.a. assuming a price of 100.00 %. |
||
| The yield is calculated in accordance with «Anbefaling til Konvensjoner for det norske sertifikat- og obligasjonsmarkedet» prepared by Forening for finansfag in March 2022: |
|||
| https://finansfag.no/wp-content/uploads/2022/06/Rentekonvensjon_oppdatert2022.pdf | |||
| Business Day: | Any day on which the CSD settlement system is open, and the relevant currency settlement system is open. |
||
| Deferral of Interest: | Optional Deferral of Interest The Issuer may on any Optional Interest Deferral Date by notice to the Bond Trustee defer payment of all (but not only some) of the Interest accrued but unpaid to that date. |
||
| Mandatory Deferral of Interest The Issuer will on any Mandatory Interest Deferral Date by notice to the Bond Trustee (together with a certificate signed by authorised signatories of the Issuer confirming the relevant Interest Payment Date is a Mandatory Interest Deferral Date) defer payment of all (but not only some) of the Interest accrued but unpaid to that date. |
|||
| Payment of Deferred Interest (a) Arrears of Interest may, at the option of the Issuer, be paid in whole or in part at the next Interest Payment Date which is not a Mandatory Interest Deferral Date. |
|||
| (b) Arrears of Interest shall, subject to prior approval from the Issuer Supervisor (to the extent required under the Applicable Regulations), be paid in whole on a date which is not a Mandatory Interest Deferral Date at the earliest of: |
|||
| (i) the next Interest Payment Date which is a Compulsory Interest Payment Date or seven (7) days after the date when the requirements for a Compulsory Interest Payment Date would be deemed to be satisfied, if such date falls earlier than the next Interest Payment Date; |
|||
| (ii) the date of any redemption of the Bonds in accordance with the terms and conditions for the Bonds; |
|||
| (iii) the date of a Bankruptcy Event; or | |||
| (iv) the date on which the Issuer pays, or any other person declares or pays, any distribution or dividend or makes any payment (including payment in relation to redemption or repurchase) on or in respect of any Junior Obligations or Parity Obligations, or the date on which any dividend or other distribution on or payment (including payment in relation to redemption or repurchase) on or in respect of the Issuer's share capital is paid. |
|||
| Interest will not accrue on Arrears of Interest. | |||
| The term "deferral of interest" shall be understood in accordance with the Applicable Regulations. |
|||
| Definitions: please see clause 2. Interpretation. | |||
| Mandatory Deferral: | (a) No Bonds shall be redeemed on the Maturity Date, or prior to the Maturity Date pursuant to the relevant provisions on Optional Redemption, if the date set for redemption is a Mandatory Redemption Deferral Date and redemption shall be deferred ("Mandatory Deferral"). Any failure to pay principal due to a Mandatory Deferral shall not constitute a default by the Issuer for any purpose, provided that |
nothing shall be construed to permit the Issuer to defer any principal otherwise due
and payable except under the circumstances specified in the definition of Mandatory Redemption Deferral Date.
and the Issuer shall give the Redemption Notice to the Bond Trustee (on behalf of the bondholders) and the Paying Agent as soon as reasonably practicable following the occurrence of the relevant event triggering such redemption.
Definitions: please see clause 2. Interpretation.
Optional Redemption: Ordinary Call
(a) The Issuer may on the First Call Date, on any Business Day in the Interest Period after the First Call Date and on any Interest Payment Date thereafter, if the Issuer provides satisfactory evidence to the Bond Trustee (on behalf of the Bondholders), that (i) in the opinion of the Issuer Supervisor no Capital Requirement Breach has occurred or is likely to occur as a result of a redemption, and (ii) the Issuer has received prior consent of the Issuer Supervisor, redeem in a manner permitted by any Applicable Regulations and other applicable law all (but not only some) of the outstanding Bonds at the Redemption Price, without any premium or penalty, however, together with any unpaid interest to (but excluding) the Repayment Date.
has occurred when the Bonds are outstanding, the Issuer may subject to (i) no Capital Requirement Breach having occurred or would occur as a result of a redemption, (ii) prior consent of the Issuer Supervisor, and (iii) the provisions of paragraph (c) of Clause 3.9 (Preconditions to redemption, purchase, variation or substitution) in the Bond Terms (as applicable), redeem all (but not only some) of the outstanding Bonds at the Redemption Price, without any premium or penalty.
(b) Exercise of the Optional Redemption shall be notified by a Redemption Notice.
Definitions: please see clause 2. Interpretation.
Redemption Price: 100% of the Denomination of Each Bond (the Redemption Price is subject to adjustments pursuant to Applicable Regulations).
Definitions: please see clause 2. Interpretation.
First Call Date: 29 September 2028 on any Business Day in the Interest Period after the First Call Date and on any Interest Payment Date thereafter as set out in Clause 3.7 (Optional Redemption) in the Bond Terms.
Amortisation: The Bonds shall be repaid in full at the Maturity Date subject to deferral as set out herein.
Redemption: Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May 18 1979 no 18, p.t. 3 years for interest rates and 10 years for principal.
Status of the Loan: The Bonds will constitute Tier 2 Instruments of the Issuer and/or the Issuer Group under the Applicable Regulations, and constitute direct, unsecured and subordinated debt obligations, and will in connection with a Bankruptcy Event of the Issuer rank:
senior to the Bonds to the extent permitted by the Applicable Regulations in order for the Bonds to be classified as Tier 2 Instruments.
Security The Bonds are unsecured.
Definitions: please see clause 2. Interpretation.
Finance Document: Means the Bond Terms, any Bond Trustee Agreement and any other document designated by the Issuer and the Bond Trustee as a Finance Document.
Events of Default: The Bond Terms does not contain any event of default provision, and neither the Bond Trustee nor the Bondholders may declare default of any of the Issuer's obligations under the Bond Terms nor declare default or accelerate the Bonds on the basis of general principles of Norwegian law or otherwise.
The Bondholders may only demand repayment upon a Bankruptcy Event having occurred, and then only in accordance with the Applicable Regulations.
Definitions: please see clause 2. Interpretation.
Definitions: please see clause 2. Interpretation.
Estimated total expenses related to the Issue:
| External party | Cost |
|---|---|
| The Norwegian FSA | NOK 77,000 |
| The stock exchange | NOK 30,563 |
| The Bond Trustee, p.a. | NOK 55,000 |
| Legal fee | NOK 62,500 |
| The Joint Lead Managers and Listing Agent | NOK 3,796,939 |
| Total | NOK 4,022,002 |
Estimated net amount of the proceeds is approximately: NOK 1,195,977,998.
NIBOR: Norwegian Interbank Offered Rate being
Relevant Screen Page: See above.
Specified time: See above.
| Information about the past and future performance and volatility of the Reference Rate is available at Global Rate Set Systems (GRSS). |
|
|---|---|
| Real time information about NIBOR is available from renowned market data providers due a licence agreement. |
|
| Fallback provisions: See above. | |
| Approvals: | The Bonds were issued in accordance with the Issuer's Board approval dated 11 September 2023. |
| Approval from the Issuer Supervisor, Norwegian FSA regarding issuance of Bonds in accordance with Clause 3.1 (Use of proceeds) in the Bond Terms, dated 13 September 2023. |
|
| The prospectus is approved by the Norwegian FSA as competent authority under Regulation (EU) 2017/1129. |
|
| The prospectus has also been sent to Oslo Børs ASA for review in relation to a listing application of the bonds. |
|
| Bond Terms: | The Bond Terms has been entered into by the Issuer and the Bond Trustee. The Bond Terms regulates the Bondholder's rights and obligations with respect to the bonds. The Bond Trustee enters into the Bond Terms on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Terms. |
| By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party. has accepted the Bond Terms and is bound by the terms of the Bond Terms. |
|
| The Bond Terms is attached as Appendix 1 to this Securities Note. The Bond Terms is available through the Bond Trustee, the Joint Lead Managers or from the Issuer. |
|
| Bondholders' decisions: | At the Bondholders' meeting each Bondholder (or person acting for a Bondholder under a power of attorney) may cast one vote for each voting bond owned at close of business on the day prior to the date of the Bondholders' meeting in the records registered in the Securities Depository. |
| In order to form a quorum, at least half (1/2) of the voting bonds must be represented at the Bondholders' meeting. |
|
| Resolutions will be passed by simple majority of the Voting Bonds represented at the Bondholders' Meeting, unless otherwise set out in paragraph 6.1 (g) in the Bond Terms. |
|
| Save for any amendments or waivers which can be made without resolution pursuant to Clause 8.1.3 (Procedure for amendments and waivers), paragraph (a) and (b) in the Bond Terms, a majority of at least 2/3 of the Voting Bonds represented at the Bondholders' Meeting is required for approval of any waiver or amendment of these Bond Terms. |
|
| (For more details, see also Bond Terms clause 6 Bondholders' Decisions and 8. Other Provisions) |
|
| Availability of the Documentation: |
https://www.gjensidige.com and https://live.euronext.com |
| Bond Trustee: | Nordic Trustee AS, P.O. Box 1470 Vika, 0116 Oslo, Norway. Website: https://nordictrustee.com. |
| The Bond Trustee shall represent the Bondholders in accordance with the Finance Documents, including, inter alia, by following up on the delivery of any Compliance Certificates and such other documents which the Issuer is obliged to disclose or deliver to the Bond Trustee pursuant to the Finance Documents and, when relevant, in relation to accelerating and enforcing the Bonds on behalf of the Bondholders. |
| The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer unless to the extent expressly set out in these Bond Terms, or to take any steps to ascertain whether any Capital Requirement Breach has occurred. |
|
|---|---|
| (For more details, see also Bond Terms clause 7) | |
| Joint Lead Arrangers: | DNB Markets, a part of DNB Bank ASA, Dronning Eufemias gate 30, NO-0191 Oslo, Norway, with LEI code 549300GKFG0RYRRQ1414, and |
| Pareto Securities AS, Dronning Mauds gate 3, NO-0250 Oslo, Norway, with LEI code 549300H0QDQHRJXRM779. |
|
| Paying Agent: | DNB Bank ASA, Verdipapirservice, Dronning Eufemias gate 30, NO-0191 Oslo, Norway. |
| The Paying Agent is in charge of keeping the records in the Securities Depository. | |
| Calculation Agent: | The Bond Trustee. |
| Central Securities Depository (CSD): |
The Securities depository in which the bonds are registered, in accordance with the Norwegian Act of 2019 no. 6 regarding Securities depository. |
| On Disbursement Date the Securities Depository is the Norwegian Central Securities Depository (Verdipapirsentralen or "Euronext VPS"), P.O. Box 4, 0051 Oslo. |
|
| Restrictions on the free | The Bonds are freely transferable and may be pledged, subject to the following: |
| transferability: | (i) Bondholders located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the Securities Act, including in a transaction on the Oslo Børs and (d) pursuant to any other exemption from registration under the Securities Act, including Rule 144 thereunder (if available). |
| (ii) The Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date the Bonds were originally issued. |
|
| (iii) Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at own cost and expense. |
|
| (iv) Notwithstanding the above, a Bondholder which has purchased the Bonds in contradiction to mandatory restrictions applicable may nevertheless utilise its voting rights under the Bond Terms. |
|
| Market-Making: | No market-making agreement has been entered into in connection with the Bond Issue. |
| Legislation under which the Securities have been created: |
Norwegian law. |
| Fees and Expenses: | The tax legislation of the investor's Member State and of the issuer's country of incorporation may have an impact on the income received from the securities. |
| The Issuer shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Issuer is responsible for withholding any withholding tax imposed by Norwegian law. |
|
| Prospectus: | The Registration Document dated 17 November 2023 together with this Securities Note dated 17 November 2023 included a Summary constitutes the Prospectus. |
The involved persons in the Issuer or offer have no interest, nor conflicting interests that are material to the Bond Issue.
The Issuer has mandated DNB Markets, a part of DNB Bank ASA and Pareto Securities AS. The Joint Lead Arrangers have acted as advisors to the Issuer in relation to the pricing of the Loan.
The Joint Lead Arrangers and/or any of its affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Securities Note and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Arrangers' corporate finance departments may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known.
Standard & Poor's (S&P) credit rating is A/Stable (June 2023).
Standard & Poor's assigned 21 September 2023 its 'BBB+' issue rating to the Tier 2 Norwegian krone (NOK) 1.2 billion subordinated notes ISIN: NO0013024000.
An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation.
S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation").
The Issuer has mandated DNB Markets, a part of DNB Bank ASA and Pareto Securities AS, the Joint Lead Arrangers, have assisted the Issuer in preparing the prospectus. The Joint Lead Arrangers have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, and the Joint Lead Arrangers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or any other information supplied in connection with bonds issued by the Issuer or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving this prospectus acknowledges that such person has not relied on the Joint Lead Arrangers nor on any person affiliated with them in connection with its investigation of the accuracy of such information or its investment decision.
Oslo, 17 November 2023
DNB Markets, a part of DNB Bank ASA Pareto Securities AS (www.dnb.no) www.pareto.no)
The Prospectus will be published in Norway. An application for listing at Oslo Børs will be sent as soon as possible after the Issue Date.
| Issuer: | Gjensidige Forsikring ASA |
|---|---|
| Company No / LEI-code: | 995 568 217 / 5967007LIEEXZX6FAO47 |
| With Bond Trustee: | Nordic Trustee AS |
| Company no / LEI-code: | 963 342 624 / 549300XAKTM2BMKIPT85 |
| On behalf of the Bondholders in: |
FRN Gjensidige Forsikring ASA Callable Subordinated Bond Issue 2023/2053 |
| With ISIN: | NO0013024000 |
| Dated: | 21 September 2023 |
The Issuer undertakes to issue the Bonds in accordance with the terms set forth in these Bond Terms, which shall remain in effect for so long as any Bonds remain outstanding:
| Maximum Issue Amount: | N/A | |
|---|---|---|
| Bond Issue: | 1,200,000,000 | |
| Initial Nominal Amount: | 1,000,000 | |
| Currency: | NOK (Norwegian Kroner) | |
| Issue Date: | 26 September 2023 |
|
| Maturity Date: | 29 December 2053 |
|
| Redemption Price: | 100% of the Nominal Amount, subject to any adjustment following reduction of amounts of principal, plus accrued and unpaid interest, including Arrears of Interest (if any). |
|
| Call: | Ordinary call: 29 September 2028 (the "First Call Date"), on any Business Day in the Interest Period after the First Call Date and on any Interest Payment Date thereafter as set out in Clause 3.7 (Optional Redemption) (each, a "Call Date"). Call due to a Capital Disqualification Event, Rating Agency Event and Taxation Event: See paragraph (d) of Clause 3.7 (Optional Redemption). |
Call price = Redemption Price |
| Interest Accrual Date: | Issue Date |
|---|---|
| Interest Rate: | Reference Rate + Margin |
| Reference Rate: | 3 months NIBOR |
| Margin: | 2.25% p.a. until 29 December 2033, and thereafter 3.25% p.a. (i.e. step up of 1.00% p.a. after 10.25 years) |
| Interest Period: | From (and including) the Issue Date to (but excluding) the first Interest Payment Date, and each subsequent period from (and including) an Interest Payment Date to (but excluding) the immediately following Interest Payment Date. |
| Interest Payment Dates: | 29 March, 29 June, 29, September and December 29 each year, with 29 December 2023 being the first Interest Payment Date. |
| Day Count Convention: | Actual/360 |
| Business Day Convention: | Modified Following Business Day |
| Listing: | Yes; Oslo Børs |
| Special Conditions: | NA |
In these Bond Terms, capitalised terms set out in Clause 1 (Main terms of the Bonds) shall have the meaning set out therein, and additionally the following capitalised terms shall have the meaning set out below:
| Applicable Regulations: | Any legislation, rules or regulations (whether having the force of law, |
|---|---|
| regulations or otherwise) applying to the Issuer, the Issuer Group or |
|
| any member of the Issuer Group from time to time relating to the |
|
| characteristics, features or criteria of own-funds or capital resources |
|
| and, for the avoidance of doubt and without limitation to the |
|
| foregoing, includes any legislation, rules or regulations implementing |
|
| the Directive 2009/138/EC of 25 November 2009 on the taking-up |
|
| and pursuit of business of insurance and re-insurance as amended |
|
| from time to time (the "Solvency II directive") into Norwegian law, |
|
| including, without limitation, any implementing measures adopted |
|
| pursuant to the Solvency II directive (as amended from time to time) |
|
| including, without limitation, the Commission Delegated Regulation |
|
| (EU) 2015/35 of 10 October 2014, Commission Delegated Regulation | |
| (EU) 2017/1542, the Financial Institutions Act, the Norwegian |
|
| Solvency II regulation of 25 August 2015 no. 999 (the "Norwegian |
|
| Solvency II regulation", No: Solvens II-forskriften) and the other |
|
| applicable implementing measures adopted pursuant to the Solvency |
|
| II directive (as amended from time to time) which are in force in |
|
| Norway from time to time. |
|
| Arrears of Interest: | Any interest not paid on an Optional Interest Deferral Date or a |
| Mandatory Interest Deferral Date as set forth in Clause 3.5.3 | |
| (Payment of Deferred Interest). | |
| Bankruptcy Event: | A decision by the Ministry of Finance that the Issuer shall become |
| subject to public administration (No: offentlig administrasjon) | |
| according to chapter 21 of the Financial Institutions Act, as |
|
| amended from time to time. | |
| Bond Terms: | This agreement including any attachments hereto, and any subsequent |
| amendments and additions agreed between the parties hereto. | |
| Bond Trustee: | The company designated as such in the preamble to these Bond |
| Terms, or any successor, acting for and on behalf of the Bondholders | |
| in accordance with these Bond Terms. | |
| Bond Trustee Agreement: | An agreement to be entered into between the Issuer and the Bond |
| Trustee relating among other things to the fees to be paid by the Issuer | |
| to the Bond Trustee for its obligations relating to the Bonds unless | |
| otherwise agreed in these Bond Terms. | |
| Bondholder: | A person who is registered in the CSD as directly registered owner or |
| nominee holder of a Bond, subject however to Clause 5.3 |
|
| (Bondholders' rights). |
|
| Bondholders' Meeting: |
Meeting of Bondholders as set forth in Clause 6 (Bondholders' |
| decisions) of these Bond Terms. | |
| Bonds: | The debt instruments issued by the Issuer on the Issue Date pursuant |
| to these Bond Terms, and any overdue and unpaid principal which |
| has been issued under a separate ISIN in accordance with the |
|
|---|---|
| regulations of the CSD from time to time. | |
| Business Day: | Any day on which the CSD settlement system is open and the relevant |
| currency settlement system is open. | |
| Business Day Convention: | Means that: |
| a) If Modified Following Business Day is specified (FRN), the |
|
| Interest Period will be extended to include the first following | |
| Business Day unless that day falls in the next calendar month, in | |
| which case the Interest Period will be shortened to the first | |
| preceding Business Day. | |
| b) If No Adjustment is specified (Fixed Rate), no adjustment will be |
|
| made to the Interest Period. | |
| Call: | Issuer's early redemption as set forth in Clause 3.7 (Optional |
| Redemption). | |
| Capital Disqualification | An event which occurs if, as a result of any replacement of or change |
| Event: | to (or change to the interpretation by any court or authority entitled to |
| do so of) the Applicable Regulations which becomes effective on or |
|
| after the Issue Date, the Bonds or part of the Bonds are no longer, or |
|
| the Issuer has demonstrated to the satisfaction of the Issuer Supervisor |
|
| that it is likely that they will no longer be, eligible in accordance with |
|
| the Applicable Regulations to count as Tier 2 Instruments for the | |
| purposes of the Issuer or the Issuer Group, except where such non | |
| qualification is only as a result of any applicable limitation on the |
|
| amount of such capital). | |
| Capital Requirement | A breach of the applicable capital requirements or solvency |
| Breach: | requirements applicable to the Issuer and the Issuer Group from time |
| to time as such requirements are defined under the Applicable | |
| Regulations, and for the avoidance of any doubt and without | |
| limitation to the foregoing, including a breach of the solvency capital | |
| requirement as defined in Section 14-10 of the Financial Institutions |
|
| Act and as further detailed in Applicable Regulations. | |
| Compulsory Interest | Any Interest Payment Date, other than a Mandatory Interest Deferral |
| Payment Date: | Date, where a decision of payment of any distribution or dividend or |
| other payment (including payment in relation to redemption or | |
| repurchase) on or in respect of any Junior Obligations has been made |
|
| by the Issuer during the six (6) months immediately preceding such |
|
| Interest Payment Date. | |
| CSD: | The central securities depository in which the Bonds are registered, |
| being Verdipapirsentralen ASA (VPS). |
|
| Day Count Convention: | The convention for calculation of payment of interest; |
| (a) If Fixed Rate, the interest shall be calculated on the |
|
| basis of a 360-day year comprised of twelve (12) | |
| months of thirty (30) days each and, in case of an |
|
| incomplete month, the actual number of days elapsed | |
| (30/360-days basis), unless: | |
| (i) the last day in the relevant Interest Period is the |
|
| 31st calendar day but the first day of that Interest | |
| Period is a day other than the 30th or the 31st |
| day of a month, in which case the month that includes that last day shall not be shortened to a 30–day month; or (ii) the last day of the relevant Interest Period is the last calendar day in February, in which case February shall not be lengthened to a 30-day month. |
|
|---|---|
| (b) If FRN, the interest shall be calculated on the basis of the actual |
|
| number of days in the Interest Period in respect of which payment | |
| is being made divided by 360 (actual/360-days basis). | |
| Decisive Influence: | Means a person having, as a result of an agreement or through the |
| ownership of shares or interests in another person (directly or | |
| indirectly): | |
| a) a majority of the voting rights in that other person; or |
|
| b) a right to elect or remove a majority of the members of the board |
|
| of directors of that other person. | |
| Event of Default: | No events of default, cf. Clause 3.10 (Events of default). |
| Exchange: | Shall have the meaning ascribed to such term in Clause 1 (Main terms |
| of the Bonds), setting out the exchange or other recognized | |
| marketplace for securities, on which the Issuer has, or has applied for, | |
| listing of the Bonds. If NA is specified, the terms of these Bond Terms | |
| covering Exchange do not apply. | |
| Finance Documents: | Means these Bond Terms, any Bond Trustee Agreement and any |
| other document designated by the Issuer and the Bond Trustee as a | |
| Finance Document. | |
| Financial Institution: | Entity with authorization according to the Financial Institutions Act. |
| Financial Institutions Act: | Means the Norwegian act on financial institutions and financial |
| groups of 10. April 2015 no. 17. | |
| Fixed Rate: | Means if the Interest Rate is stated in percentage (%). |
| FRN: | Means if the Interest Rate is stated as Reference Rate + Margin. |
| Interest Accrual Date: | The date on which interest on the Bond starts to accrue. |
| Interest Period: | Means, subject to adjustment in accordance with the Business Day |
| Convention, the periods set out in Clause 1 (Main terms of the Bonds), |
|
| provided however that an Interest Period shall not extend beyond the | |
| Maturity Date. | |
| Interest Rate: | Rate of interest applicable to the Bonds; |
| a) If Fixed Rate, the Bonds shall bear interest at the percentage (%) |
|
| set out in Clause 1 (Main terms of the Bonds). |
|
| b) If FRN the Bonds shall bear interest at a rate per annum equal to |
|
| the Reference Rate + Margin as set out in Clause 1 (Main terms of |
|
| the Bonds). | |
| If the Interest Rate becomes negative, the Interest Rate shall be | |
| deemed to be zero. | |
| Interest Payment Date: | Means the last day of each Interest Period. |
| Issue: | Any issue of Bonds pursuant to these Bond Terms. |
| Issuer: | The company designated as such in the preamble to these Bond |
| Terms. |
| Issuer Group: | The Issuer and companies being part of the Issuer's insurance group |
|---|---|
| (No: forsikringsgruppe) as defined in Section 38 of the Norwegian | |
| Solvency II regulation and any other Applicable Regulations. For the |
|
| avoidance of doubt, the Gjensidige Foundation (No: |
|
| Gjensidigestiftelsen) is not included in the Issuer Group. | |
| Issuer's Bonds: | Bonds owned by the Issuer, any party who has Decisive Influence |
| over the Issuer, or any party over whom the Issuer has Decisive | |
| Influence. | |
| Issuer Supervisor: | The Financial Supervisor Authority of Norway (No: Finanstilsynet) |
| and any successor or replacement thereto, or other authority having | |
| primary responsibility for the prudential oversight and supervision of | |
| the Issuer and the Issuer Group. | |
| Junior Obligations: | Means (i) the Issuer's share capital, or (ii) any other obligations of |
| the Issuer ranking or expressed to rank junior to the Bonds to the |
|
| extent permitted by Applicable Regulations in order for the Bonds | |
| to be classified as Tier 2 Instruments. | |
| LEI-code: | Legal Entity Identifier, a unique 20-character code that identifies legal |
| entities that engage in financial transactions. |
|
| Listing: | Indicates listing of the Bonds. If YES is specified, the Issuer shall |
| submit an application in order to have the Bonds listed on the | |
| Exchange. If NO is specified, no obligation for listing applies, but the | |
| Issuer may, at its own discretion, apply for listing. | |
| Mandatory Deferral: | Shall have the meaning set forth in Clause 3.6 (Mandatory Deferral). |
| Mandatory Interest | Each Interest Payment Date: |
| Deferral Date: | a) immediately following the date as of which the Issuer's most |
| recent quarterly report to the Issuer Supervisor disclosed that a |
|
| Capital Requirement Breach has occurred, unless since the date of | |
| publication of such quarterly report, the Issuer has remedied the |
|
| Capital Requirement Breach; | |
| b) in respect of which there is a risk that a Capital Requirement |
|
| Breach or a Bankruptcy Event would occur as a result of the | |
| payment of interest; or | |
| c) the occurrence of any event which under the Applicable | |
| Regulations would require the Issuer to defer or suspend payment | |
| of interest in respect of the Bonds (unless the Issuer Supervisor | |
| has waived such requirement), | |
| except that any such Interest Payment Date shall not be Mandatory | |
| Interest Deferral Date if: |
|
| (i) the Issuer Supervisor has exceptionally waived the deferral of interest payments; |
|
| (ii) such interest payment does not further weaken the solvency |
|
| position of the Issuer; and | |
| (iii) the Minimum Capital Requirement is complied with after the |
|
| interest payment is made. | |
| Notwithstanding that an Interest Payment Date may be a Mandatory Interest Deferral Date, interest may still be paid on that relevant |
|
| Interest Payment Date to the extent permitted under, and in | |
| accordance with, the Applicable Regulations. |
| Mandatory Redemption | Any date in respect of which a Capital Requirement Breach has |
|---|---|
| Deferral Date: | occurred and is continuing or would occur if the payment of the |
| relevant redemption amount otherwise due was made on such date. |
|
| Margin: | Means, if FRN, the margin of the Interest Rate. The provisions |
| regarding Margin do not apply for Fixed Rate. | |
| Maturity Date: | Means the date set out in Clause 1 (Main terms of the Bonds), or any |
| other day where the Outstanding Bonds are paid in full, adjusted | |
| according to the Business Day Convention. | |
| Minimum Capital | The minimum capital requirement for the Issuer and the Issuer Group |
| Requirement: | as defined in Section 14-11 of the Financial Institutions Act as further |
| detailed in the Applicable Regulations. | |
| NA: | Means that the provision to which NA is designated is not applicable |
| to these Bond Terms. | |
| NIBOR: | Means, for FRN, the Norwegian Interbank Offered Rate, being |
| a) the interest rate fixed for a period comparable to the relevant Interest Period published by Global Rate Set Systems (GRSS) at approximately 12.00 (Oslo time) on the Reset Date; or |
|
| b) if paragraph a) above is not available for the relevant Interest Period; |
|
| (i) the linear interpolation between the two closest relevant |
|
| interest periods, and with the same number of decimals, | |
| quoted under paragraph a) above; or | |
| (ii) a rate for deposits in the relevant currency for the relevant Interest Period as supplied; or |
|
| c) if the interest rate under paragraph a) is no longer available, the interest rate will be set by the Bond Trustee in consultation with the Issuer to: |
|
| (i) any relevant replacement reference rate generally accepted in |
|
| the market; or | |
| (ii) such interest rate that best reflects the interest rate for deposits in NOK offered for the relevant Interest Period. |
|
| Nominal Amount: | Means the nominal value of each Bond at any time, and the Initial |
| Nominal Amount means the nominal value of each Bond on the | |
| Issue Date. | |
| Optional Interest Deferral | Any Interest Payment Date which is not a Compulsory Interest |
| Date: | Payment Date or a Mandatory Interest Deferral Date. |
| Optional Redemption: | Issuer's Call pursuant to Clause 3.7 (Optional Redemption) and the |
| dates stated therein at the Redemption Price. The relevant redemption | |
| dates shall be adjusted pursuant to the Business Day Convention. | |
| Outstanding Bonds: | Means any Bonds not redeemed or otherwise discharged. |
| Parity Obligations: | Any obligations of the Issuer ranking or expressed to rank pari passu |
| with the Bonds. | |
| Paying Agent: | The legal entity appointed by the Issuer to act as its paying agent with |
| respect to the Bonds in the CSD. | |
| Payment Date: | Means any Interest Payment Date or any Repayment Date. |
| Rating Agency: | S&P Global Ratings Inc. or any other regulated credit rating agency |
| as defined in Regulation 1060/2009 of 16 September 2009 on credit |
|
| rating agencies (as amended from time to time). |
|
| Rating Agency Event: | If and when the Bonds are rated by a Rating Agency, a change in the |
| rating methodology, or in the interpretation of such methodology, as |
| the case may be, becoming effective after the Issue Date, as a result |
|
|---|---|
| of which the capital treatment assigned by a Rating Agency to the |
|
| Bonds or part thereof, as notified by such Rating Agency to the Issuer |
|
| or as published by such Rating Agency, becomes, in the reasonable |
|
| opinion of the Issuer, materially unfavourable for the Issuer, when |
|
| compared to the capital treatment assigned by such Rating Agency to | |
| the Bonds, as notified by such Rating Agency to the Issuer or as |
|
| published by such Rating Agency, on or around the Issue Date. |
|
| Redemption Notice: | The written notification of exercise of an Optional Redemption as set |
| forth in paragraph (c) of Clause 3.7 (Optional Redemption). |
|
| Reference Rate: | NIBOR rounded to the nearest hundredth of a percentage point on |
| each Reset Date, for the period stated. If NA is specified, Reference | |
| Rate does not apply. | |
| Relevant Record Date: | Means the date on which a Bondholder's ownership of Bonds shall be |
| recorded in the CSD as follows: | |
| a) in relation to payments pursuant to these Bond Terms, the date |
|
| designated as the Relevant Record Date in accordance with the | |
| rules of the CSD from time to time; and |
|
| b) for the purpose of casting a vote with regard to Clause 6 |
|
| (Bondholders' Decisions), the date falling on the immediate | |
| preceding Business Day to the date of that Bondholders' decision | |
| being made, or another date as accepted by the Bond Trustee. | |
| Repayment Date: | Means any date for payment of instalments, payment of any Call or |
| the Maturity Date, or any other days of repayments of Bonds. | |
| Reset Date: | Dates on which the Interest Rate is fixed for the subsequent Interest |
| Period for Bonds where Reference Rate applies. The first Reset Date |
|
| is two (2) Business Days before the Interest Accrual Date. Thereafter |
|
| the Reset Date is two (2) Business Days prior to each Interest Payment |
|
| Date. | |
| Solvency II: | Solvency II directive and any implementing measures adopted |
| pursuant to the Solvency II directive (as amended from time to time), |
|
| including, without limitation, the Commission Delegated Regulation |
|
| (EU) 2015/35 of 10 October 2014. | |
| Summons: | Means the call for a Bondholders' Meeting or a Written Resolution as |
| the case may be. | |
| Taxation Event: | An event which occurs as a result of any amendment to, clarification |
| of or change (including any announced prospective change) in the |
|
| laws or treaties (or regulations thereunder) of Norway affecting |
|
| taxation (including any change in the interpretation by any court or |
|
| authority entitled to do so) or any governmental action, on or after the |
|
| Issue Date, and there is a substantial risk that: |
|
| a) the Issuer is, or will be, subject to a significant amount of other |
|
| taxes, duties or other governmental charges or civil liabilities with | |
| respect to the Bonds; | |
| b) the treatment of any of the Issuer's items of income or expense with |
|
| respect to the Bonds as reflected on the tax returns (including | |
| estimated returns) filed (or to be filed) by the Issuer will not be respected by a taxing authority, which subjects the Issuer to more |
| than a significant amount of additional taxes, duties or other | |
|---|---|
| governmental charges; or | |
| c) the Issuer would be required to gross up interest payments. |
|
| Tier 2 Instruments: | Means own-fund items issued by the a member of the Issuer Group |
| meeting the requirements to be classified as restricted Tier 2 capital |
|
| under the Applicable Regulations. |
|
| Voting Bonds: | Outstanding Bonds less the Issuer's Bonds. |
| Written Resolution: | Means a written (or electronic) solution for a decision making among |
| the Bondholders, as set out in Clause 6.5 (Written Resolutions). |
The purpose of the Bonds is general corporate purposes, and for the Bonds to qualify as Tier 2 Instruments (basic own funds) of the Issuer and/or the Issuer Group for the purpose of the Applicable Regulations and as determined by the Issuer Supervisor.
The Bonds will constitute Tier 2 Instruments of the Issuer and/or the Issuer Group under the Applicable Regulations, and constitute direct, unsecured and subordinated debt obligations, and will in connection with a Bankruptcy Event of the Issuer rank:
The Bonds are unsecured.
(b) Subject to the provisions on Issuer deferral of redemption date, satisfaction of the preconditions to redemption, purchases, variation and substitution and to receiving the prior approval of the Issuer Supervisor (if required), unless previously redeemed or purchased and cancelled, the Issuer will redeem the Bonds at their principal amount on the Maturity Date together with any Arrears of Interest (if payable) and any other accrued and unpaid interest to (but excluding) the Maturity Date.
(c) If a Payment Date falls on a day on which is not a Business Day, the payment shall be made on the first following Business Day.
3.5.1 Optional Deferral of Interest
The Issuer may on any Optional Interest Deferral Date by notice to the Bond Trustee defer payment of all (but not only some) of the Interest accrued but unpaid to that date.
3.5.2 Mandatory Deferral of Interest
The Issuer will on any Mandatory Interest Deferral Date by notice to the Bond Trustee (together with a certificate signed by authorised signatories of the Issuer confirming the relevant Interest Payment Date is a Mandatory Interest Deferral Date) defer payment of all (but not only some) of the Interest accrued but unpaid to that date.
(a) No Bonds shall be redeemed on the Maturity Date, or prior to the Maturity Date pursuant to the relevant provisions on Optional Redemption, if the date set for redemption is a Mandatory Redemption Deferral Date and redemption shall be deferred ("Mandatory Deferral"). Any failure to pay principal due to a Mandatory Deferral shall not constitute a default by the Issuer for any purpose, provided that nothing shall be construed to permit the Issuer to defer any principal otherwise due and payable except under the circumstances specified in the definition of Mandatory Redemption Deferral Date.
and the Issuer shall give the Redemption Notice to the Bond Trustee (on behalf of the bondholders) and the Paying Agent as soon as reasonably practicable following the occurrence of the relevant event triggering such redemption.
certificate shall, in the absence of manifest error, be treated and accepted by the Issuer, the Bond Trustee (on behalf of the bondholders) and all other interested parties as correct and sufficient evidence thereof, shall be binding on all such persons and the Bond Trustee shall be entitled to rely on such certificate without liability to any person.
has occurred when the Bonds are outstanding, the Issuer may subject to (i) no Capital Requirement Breach having occurred or would occur as a result of a redemption, (ii) prior consent of the Issuer Supervisor, and (iii) the provisions of paragraph (c) of Clause 3.9 (Preconditions to redemption, purchase, variation or substitution) below (as applicable), redeem all (but not only some) of the outstanding Bonds at the Redemption Price, without any premium or penalty.
(e) Exercise of the Optional Redemption shall be notified by a Redemption Notice.
(a) These Bond Terms do not contain any event of default provision and the Bond Trustee (on behalf of the Bondholders) may not declare any event of default by the Issuer of any of its obligations under these Bond Terms neither on the basis of these Bond Terms nor on the basis of general principles of Norwegian law.
(b) Bondholders may only demand prepayment in the event of a Bankruptcy Event having occurred, and then only in accordance with the Applicable Regulations.
(a) General
The Issuer makes the representations and warranties set out in this Clause 4.1.2 (Representations and warranties) to the Bond Trustee (on behalf of the Bondholders) at the Issue Date and with reference to the facts and circumstances then existing.
(b) Information
All information which has been presented to the Bond Trustee or the Bondholders in relation to the Bonds is, to the best knowledge of the Issuer, having taken all reasonable measures to ensure the same:
The Bond Trustee may require a statement from the Issuer confirming the Issuer's compliance with this Clause 4.1.2 (Representations and warranties) at the times set out above.
The Issuer undertakes to:
(d) upon request report to the Bond Trustee the balance of Issuer's Bonds,
(e) provide a copy to the Bond Trustee of any notice to its creditors to be made according to applicable laws and regulations,
The Issuer shall continuously ensure the correct registration of the Bonds in the CSD.
A failure to comply with any covenant shall not constitute an event of default.
(a) No Bondholder is entitled to take any enforcement action, instigate any insolvency procedures, or take other action against the Issuer or any other party in relation to any of the liabilities of the Issuer or any other party under or in connection with the Finance Documents, other than through the Bond Trustee and in accordance with these Bond Terms, provided, however, that the Bondholders shall not be restricted from exercising any of their individual rights derived from these Bond Terms, including any right to exercise any put option.
(b) Each Bondholder shall immediately upon request by the Bond Trustee provide the Bond Trustee with any such documents, including a written power of attorney (in form and substance satisfactory to the Bond Trustee), as the Bond Trustee deems necessary for the purpose of exercising its rights and/or carrying out its duties under the Finance Documents. The Bond Trustee is under no obligation to represent a Bondholder which does not comply with such request.
(g) Save for any amendments or waivers which can be made without resolution pursuant to Clause 8.1.2 (Procedure for amendments and waivers), paragraph (a) and (b), a majority of at least 2/3 of the Voting Bonds represented at the Bondholders' Meeting is required for approval of any waiver or amendment of these Bond Terms.
The request shall clearly state the matters to be discussed and resolved.
otherwise decided by the Bondholders' Meeting, chaired by the Bond Trustee (the "Chairperson"). If the Bond Trustee is not present, the Bondholders' Meeting will be opened by a Bondholder and the Chairperson elected by the Bondholders' Meeting.
Trustee pursuant to Clause 5.3 (Bondholders' rights) stating that it is the owner of the Bonds voted for. If the Bondholder has voted directly for any of its nominee registered Bonds, the Bondholder's votes shall take precedence over votes submitted by the nominee for the same Bonds.
(d) Any of the Issuer, the Bond Trustee and any Bondholder has the right to demand a vote by ballot. In case of parity of votes, the Chairperson will have the deciding vote.
Clause 6.4 (Repeated Bondholders' Meeting) shall apply mutatis mutandis to a Written Resolution, except that:
shall not apply to a Written Resolution.
(a) The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of these Bond Terms, requesting the commencement of bankruptcy or other insolvency proceedings or filing of any other claim against the Issuer, or others or requesting that the Issuer is taken under public administration.
(ii) taking any action at its own initiative,
will not, in the reasonable opinion of the Bond Trustee, be covered by the Issuer or the relevant Bondholders pursuant to paragraphs (e) and (g) of Clause 7.4 (Expenses, liability and indemnity), the Bond Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding or indemnities (or adequate security has been provided therefore) as it may reasonably require.
(d) The Bond Trustee shall not be considered to have acted negligently in:
(i) acting in accordance with advice from or opinions of reputable external experts; or
8.1.1 Approval from both parties
Amendments of these Bond Terms may only be made with the approval of the parties to these Bond Terms, with the exception of amendments related to Clause 7.5 (Replacement of the Bond Trustee).
The Issuer and the Bond Trustee (on behalf of the Bondholders) shall be entitled to make amendments of the terms of the Bonds which are of a formal, minor or technical nature or are made to correct a manifest error. As the Bonds are issued for solvency capital adequacy purposes as set out herein, the Bond Trustee shall furthermore be entitled (but not obliged), upon request from the Issuer and subject to approval from the Issuer Supervisor, be entitled to make amendments to the terms of Bonds to ensure that the Bonds continue to qualify as Tier 2 Instruments of the Issuer for the purpose of the Applicable Regulations as set out under Purpose above, where such change is required as a result of any change in the Applicable Regulations, or in any official interpretation thereof. Other amendments to the terms of the Bonds shall be subject to approval by the Bondholders' meeting (with simple or qualified majority, as the case may be) and, if and where relevant, the Issuer Supervisor's consent.
The Issuer and the Bond Trustee (acting on behalf of the Bondholders) may agree to amend the Finance Documents or waive a past default or anticipated failure to comply with any provision in a Finance Document, provided that:
If the Bondholders have resolved the substance of an amendment to any Finance Document, without resolving on the specific or final form of such amendment, the Bond Trustee shall be considered authorised to draft, approve and/or finalise (as applicable) any required documentation or any outstanding matters in such documentation without any further approvals or involvement from the Bondholders being required.
(b) The expenses and fees payable to the Bond Trustee shall be paid by the Issuer. For Financial Institutions, and Nordic governmental issuers, annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond Trustee's web site (www.nordictrustee.com) at the Issue Date, unless otherwise is agreed with the Bond Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. Fees and expenses payable to the Bond Trustee which, due to insolvency or similar by the Issuer, are not reimbursed in any other way may be covered by making an equivalent reduction in the payments to the Bondholders.
(c) Any public fees payable in connection with these Bond Terms and fulfilling of the obligations pursuant to these Bond Terms shall be covered by the Issuer. The Issuer is not responsible for reimbursing any public fees levied on the trading of Bonds.
The Issuer and the Bond Trustee shall ensure that the other party is kept informed of any changes in its postal address, e-mail address, telephone and fax numbers and contact persons.
These Bond Terms shall be governed by and construed in accordance with Norwegian law.
The Bond Trustee and the Issuer agree for the benefit of the Bond Trustee and the Bondholders that the Oslo district court (Oslo Tingrett) shall have jurisdiction with respect to any dispute arising out of or in connection with these Bond Terms (a "Dispute"). The Issuer agrees for the benefit of the Bond Trustee and the Bondholders that any legal action or proceedings arising out of or in connection with these Bond Terms against the Issuer or any of its assets may be brought in such court and that the Issuer shall be prevented from taking proceedings relating to a Dispute in any other court of law.
Paragraph (a) above has been agreed for the benefit of the Bond Trustee and the Bondholders only. The Bond Trustee shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Bond Trustee may also take concurrent proceedings in any number of jurisdictions. Accordingly, it is agreed that the Oslo district court (Oslo Tingrett) has non-exclusive jurisdiction to settle any Dispute.
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