Base Prospectus - Malta Financial Services Authority

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than the market prices of other debt securities on which original issue discount or interest accrues that are not subject to such deferrals and may be more sensitive generally to adverse changes in the Issuer’s financial condition. Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally: Modification, waivers and substitution The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Terms and Conditions of the Notes also provide that the Trustee may, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such or (iii) the substitution of another company as principal debtor under any Notes in place of the Issuer, in the circumstances described in Condition 15 of the Notes. Change of law The Terms and Conditions of the Notes are based on English law and in respect of Condition 3 and Condition 4(f), Norwegian law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law, Norwegian law or administrative practice after the date of issue of the relevant Notes. Trading in the clearing systems In relation to any issue of Notes which have a minimum denomination and are tradeable in the clearing systems in amounts above such minimum denomination which are smaller than it, should definitive Notes be required to be issued, a holder who does not have an integral multiple of the minimum denomination in his account with the relevant clearing system at the relevant time may not receive all of his entitlement in the form of definitive Notes unless and until such time as his holding becomes an integral multiple of the minimum denomination. Risks related to the market generally Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk: The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (i) the Investor’s Currency-equivalent yield on the Notes, (ii) the Investor’s Currency-equivalent value of the principal payable on the Notes and (iii) the Investor’s Currency-equivalent market value of the Notes. 18
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes. Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. <strong>Financial</strong> institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable riskbased capital or similar rules. 19
Page 1 and 2: PROSPECTUS DnB NOR Bank ASA (incorp
Page 3 and 4: e distributed or published in any j
Page 5 and 6: CONTENTS Page Documents Incorporate
Page 7 and 8: which is incorporated by reference
Page 9 and 10: Size: Distribution: Currencies: Red
Page 11 and 12: Denomination of Notes: Taxation: Ne
Page 13 and 14: effect on the Issuer’s future res
Page 15 and 16: natural disasters or the failure of
Page 17: comparable Floating Rate Notes tied
Page 21 and 22: FORM OF THE NOTES The Notes of each
Page 23 and 24: VPS, as the case may be, as the hol
Page 25 and 26: 5. Issue Price: [ ] per cent. of th
Page 27 and 28: - Relevant Screen Page: [ ] (In the
Page 29 and 30: advised to consider the practicalit
Page 31 and 32: RESPONSIBILITY The Issuer accepts r
Page 33 and 34: (N.B. If the Notes are derivative s
Page 35 and 36: DTC INFORMATION - REGISTERED NOTES
Page 37 and 38: TERMS AND CONDITIONS OF THE NOTES T
Page 39 and 40: This Note may be an Index Linked Re
Page 41 and 42: (ii) (iii) (iv) (v) (vi) Solvency T
Page 43 and 44: shareholders of the Issuer or by th
Page 45 and 46: (ii) case of (y) above, shall be po
Page 47 and 48: ‘‘Day Count Fraction’’ mean
Page 49 and 50: (ii) (iii) (iv) accruing thereafter
Page 51 and 52: later, five years from the date on
Page 53 and 54: interest under Condition 7 or under
Page 55 and 56: electronic means) in a form accepta
Page 57 and 58: As used herein, the ‘‘Relevant
Page 59 and 60: Subsidiary may be relied upon by th
Page 61 and 62: (ii) to a transferee who takes deli
Page 63 and 64: In acting under the Agency Agreemen
Page 65 and 66: In connection with the exercise by
Page 67 and 68: USE OF PROCEEDS The net proceeds fr
Page 69 and 70:
Currently, the Group has the follow
Page 71 and 72:
need for risk-adjusted capital. The
Page 73 and 74:
Residential mortgages in Retail Ban
Page 75 and 76:
The Baltic states and Poland are im
Page 77 and 78:
According to current parameters for
Page 79 and 80:
Members of the Supervisory Board Th
Page 81 and 82:
d) Deputies elected by the employee
Page 83 and 84:
Control Committee Responsibilities
Page 85 and 86:
generally be treated as ‘‘passi
Page 87 and 88:
number of complete years to maturit
Page 89 and 90:
Backup Withholding and Information
Page 91 and 92:
SUBSCRIPTION AND SALE The Dealers h
Page 93 and 94:
expiry of the applicable Distributi
Page 95 and 96:
(a) (b) it has only communicated or
Page 97 and 98:
Clearing Systems The Notes have bee
Page 99:
AUDITORS To the Issuer Pricewaterho
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Base Prospectus - Malta Financial Services Authority

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