Base Prospectus - Malta Financial Services Authority

Approval, Listing and Admission
to Trading:
Governing Law:
Selling Restrictions:
United States Selling Restrictions:
Risk Factors:
outstanding. The right to payment in respect of the Undated
Subordinated Notes will be subordinated to the claims of Senior
Creditors (as defined in Condition 3(b)(vi)) and payments of
principal and interest in respect of the Undated Subordinated
Notes will be conditional upon the Issuer being Solvent (as
defined in the Terms and Conditions of the Notes) at the time of
payment by the Issuer or upon a liquidation, dissolution or winding
up as further described in Condition 3(b)(iv) and no principal or
interest shall be payable in respect of the Undated Subordinated
Notes except to the extent that the Issuer could make such
payment in whole or in part, rateably with payments in respect of
Other Pari Passu Claims, and still be Solvent immediately
thereafter, all as set out in Condition 3(b).
Application has been made to the CSSF to approve this
document as a base prospectus. Application has also been
made to the Luxembourg Stock Exchange for Notes issued under
the Programme (other than VPS Notes) during the period of 12
months from the date of this Prospectus to be admitted to trading
on the Luxembourg Stock Exchange’s regulated market and to be
listed on the Official List of the Luxembourg Stock Exchange.
Applications may be made to list VPS Notes on the Oslo Stock
Exchange. Any such applications will be in accordance with
applicable laws and regulations governing the listing of VPS
Notes on the Oslo Stock Exchange from time to time.
Notes issued under the Programme may be listed or admitted to
trading, as the case may be, on such other or further stock
exchanges or markets as may be agreed between the Issuer and
the relevant Dealer(s) in relation to each Series. Notes which are
neither listed nor admitted to trading on any market may also be
issued.
The applicable Final Terms will state whether or not the relevant
Notes are to be listed and/or admitted to trading and, if so, on
which stock exchanges and/or markets.
The Notes will be governed by, and construed in accordance with,
English law except for the provisions of Condition 3 and Condition
4(f) which will be governed by, and construed in accordance with,
Norwegian law.
VPS Notes must comply with the Norwegian Securities Register
Act of 5th July, 2002 no. 64, as amended from time to time and
the holders of VPS Notes will be entitled to the rights and are
subject to the obligations and liabilities which arise under this Act
and any related regulations and legislation.
There are selling restrictions on the offer, sale and transfer of the
Notes in the United States, the European Economic Area, the
United Kingdom, Norway, The Netherlands and Japan and such
other restrictions as may be required in connection with the
offering and sale of a particular Tranche of Notes. See
‘‘Subscription and Sale’’ below.
For United States securities law and tax purposes only, the Issuer
is a Category 2 issuer under Regulation S. TEFRA D/TEFRA not
applicable, as specified in the applicable Final Terms.
There are certain factors that may affect the Issuer’s ability to fulfil
its obligations under Notes issued under the Programme. The
Issuer’s business activities are dependent on the level of banking,
finance and financial services required by its customers and so a
weakening in the economy of Norway is likely to have an adverse
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