AI assistant
Ringkjøbing Landbobank — Capital/Financing Update 2021
May 19, 2021
3381_rns_2021-05-19_bbdd5267-c210-42ec-85f5-f3c39b759cae.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
FINAL TERMS
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes 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 Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or 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 (11) of Article 4(1) of MiFID II: (ii) a customer within the meaning of Directive 2016/97/EU ("IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPS Regulation.
11 May 2021
RINGKJØBING LANDBOBANK AKTIESELSKAB
Legal entity identifier (LEI): 2138002M5U5K4OUMVV62
Issue of DKK 450,000,000 Callable Non-Preferred Senior Floating Rate Notes due May 2026 under the €2,000,000,000 Euro Medium Term Note Programme
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 24 June 2020 which constitutes a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange, www.londonstockexchange.com and at the registered office of the Issuer and at the specified offices of the VP Issuing Agent during normal business hours and copies may be obtained from the registered office of the Issuer and the specified offices of the VP Issuing Agent.
| 2. | Specified Currency: | Danish Kroner ("DKK") | |
|---|---|---|---|
| (c) | Date on which the Notes become fungible: |
Not Applicable | |
| (b) | Tranche Number: | 1 | |
| 1. | (a) | Series Number: | 26 |
- Aggregate Nominal Amount:
| (a) | Series: | DKK 450,000,000 | |
|---|---|---|---|
| (b) | Tranche: | DKK 450,000,000 | |
| 4. | Issue Price: | 100.000 per cent. of the Aggregate Nominal Amount |
|
| 5. | (a) | Specified Denominations: | DKK 1,000,000 |
| (b) | Calculation Amount: | DKK 1,000,000 | |
| 6. | (a) | Issue Date: | 19 May 2021 |
| (b) | Interest Commencement Date: | Issue Date | |
| 7. | Maturity Date: | Interest Payment Date falling in or nearest to May 2026 |
|
| 8. | Interest Basis: | 3-months CIBOR + 0.58 per cent. Floating Rate | |
| 9. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at par. |
|
| 10. | Change of Interest Basis or Redemption/Payment Basis: |
Not Applicable | |
| 11. | Put/Call Options: | Issuer Call and |
|
| MREL Disqualification Event Redemption Option |
|||
| 12. | (a) | Status of the Notes: | Non-Preferred Senior |
| (b) | Date Board approval for issuance of Notes obtained: |
26 May 2020 |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 13. | Fixed Rate Note Provisions | Not Applicable | |
|---|---|---|---|
| 14. | Floating Rate Note Provisions | Applicable | |
| (a) | Specified Period(s)/Specified Interest Payment Dates: |
The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Specified Interest Payment Date, and each successive period beginning on (and including) a Specified Interest Payment Date and ending on (but excluding) the next succeeding Specified Interest Payment Date is herein called a "Specified Period". Specified Interest Payment Dates are 19 February, 19 May, 19 August and 19 November in each year, commencing on and including 19 August 2021 up to and including the Maturity Date, subject to adjustment in accordance with |
|
| the Business Day Convention below (each a "Specified Interest Payment Date"). |
| (b) | Business Day Convention: | Modified Following Business Day Convention | |
|---|---|---|---|
| (c) | Additional Business Centre(s): | Not Applicable | |
| (d) | Manner in which the Rate of Interest and Interest Amount is to be determined: |
Screen Rate Determination | |
| (e) | Party responsible for calculating the Rate of Interest and Interest Amount: |
VP Issuing Agent | |
| (f) | Screen Rate Determination: | Applicable | |
| • Reference Rate: |
3-month CIBOR | ||
| • Interest Determination Date(s): |
Second Copenhagen business day prior to the start of each Specified Period |
||
| • Relevant Screen Page: |
Bloomberg "CIBOO3M INDEX" Page | ||
| • Relevant Time: |
11.00 am in the Relevant Financial Centre | ||
| (g) | ISDA Determination: | Not Applicable | |
| (h) | Linear Interpolation | Not Applicable | |
| (i) | Margin(s): | + 0.58 per cent. per annum | |
| (j) | Minimum Rate of Interest: | Not Applicable | |
| (k) | Maximum Rate of Interest: | Not Applicable | |
| (l) | Day Count Fraction: | Actual/360 | |
| 15. | Reset Note Provisions: | Not Applicable | |
| 16. | Zero Coupon Note Provisions | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 17. | Issuer Call: | Applicable | |
| (a) | Optional Redemption Date(s): | On each Specified Interest Payment Date, from and including the Specified Interest Payment Date falling in or nearest to May 2025 |
|
| (b) | Optional Redemption Amount: | DKK 1,000,000 per Calculation Amount | |
| (c) | If redeemable in part: | Not Applicable | |
| (d) | Notice period: | As set out in Condition 7.5 | |
| 18. | Clean-up Call Option | Not Applicable | |
| 19. | Investor Put: | Not Applicable |
| 20. | MREL Disqualification Event Redemption Option: |
Applicable | ||
|---|---|---|---|---|
| 21. | Final Redemption Amount: | DKK 1,000,000 per Calculation Amount | ||
| 22. | Early Redemption Amount payable on redemption for taxation reasons or on event of default if different from the principal amount of the Notes: |
DKK 1,000,000 per Calculation Amount | ||
| 23. | Early Redemption Amount (MREL Disqualification Event) |
DKK 1,000,000 per Calculation Amount | ||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||||
| 24 | Form of Notes: | |||
| (a) | Form: | VP Systems Notes issued in uncertificated and dematerialised book entry form. Sec further item 6 of Part B below |
||
| (b) | New Global Note: | No | ||
| 25. | Additional Financial Centre(s) or other special provisions relating to Payment Days: |
Not Applicable | ||
| 26. | Talons for future Coupons or Receipts to be attached to Defmitive Notes (and dates on which such Talons mature): |
No | ||
| 27. | Details relating to Instalment Notes: | Not Applicable | ||
| 28. | Redenomination applicable: | Redenomination not applicable | ||
| 29. | VP Notes: | The Issuer shall be entitled to obtain information from the register maintained by the VP for the purpose of the meetings of Noteholders/for the purposes of performing its obligations under the issue of VP Notes |
||
| 30. | MREL Disqualification Event | Applicable |
- Substitution and variation for Subordinated Notes
Substitution/Variation Option:
Not Applicable
SIGNATURE
Signed on behalf;isjør y ,.. /g Landbobank Akt' a :
-# '411414 : authorised jp/
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
- (i) Listing and Admission to trading Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and to be listed on the Official List of the UK Listing Authority with effect from or about the Issue Date.
- (ii) Estimate of total expenses related to admission to trading: GBP 3,545
2. RATINGS
Ratings: The Notes to be issued have not been rated
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for the Issuer and its affiliates in the ordinary course of business.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
| (i) | Reasons for the offer | General corporate purposes | |
|---|---|---|---|
| (ii) | Estimated net proceeds: | DKK 449,248,500 | |
| 5. | YIELD (Fixed Rate Notes only) | ||
| Indication of yield: | Not Applicable | ||
| 6. | OPERATIONAL INFORMATION | ||
| (i) | ISIN Code: | DK0030488614 | |
| (ii) | Common Code: | 234429086 | |
| (iii) | FISN: | See the website of the Association of National Numbering Agencies (ANNA) or alternatively source from the responsible National Numbering Agency that assigned the ISIN |
|
| (iv) | CFI Code: | See the website of the Association of National Numbering Agencies (ANNA) or alternatively source from the responsible National Numbering Agency that assigned the ISIN |
|
| (v) | Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
VP Securities A/S Denmark, VP identification number 21599336 |
|
| (vi) | Delivery: | Delivery against payment | |
| (vii) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| (viii) | VP Issuing Agent: | Ringkjøbing Landbobank Aktieselskab | |
|---|---|---|---|
| (ix) | Intended to be held in a manner which would allow Eurosystem eligibility: |
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. |
|
| Relevant Benchmark: | CIBOR is provided by Danish Financial Benchmark Facility Aps ("DFBF"). As at the date hereof, DFBF appears in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation. |
||
| 7. | DISTRIBUTION |
| (i) | If syndicated, names of Managers: | Not Applicable |
|---|---|---|
| (ii) | Date of Subscription Agreement: | Not Applicable |
| (iii) | Stabilising Manager(s): | Not Applicable |
| (iv) | Delivery: | Delivery against payment |
| (v) | If non syndicated, name of relevant Dealer: |
Nordea Bank Abp |
| (vi) | U.S. Selling Restrictions: | TEFRA not applicable |
| (vii) | Prohibition of Sales to EEA and UK Retail Investors: |
Applicable |
(viii) Prohibition of sales to Belgian Consumers Applicable
THIRD PARTY INFORMATION
Not Applicable