Base Prospectus - Malta Financial Services Authority

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Each Tranche of VPS Notes will be issued in uncertificated book entry form, as more fully described under ‘‘Form of the Notes’’ below. On or before the issue date of each Tranche of VPS Notes entries may be made with the VPS to evidence the debt represented by such VPS Notes to accountholders with the VPS. VPS Notes will be issued in accordance with the laws and regulations applicable to VPS Notes from time to time. Notes may not be offered or sold within the United States or to U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Registered Notes may be offered and sold in the United States exclusively to persons reasonably believed by the Dealers to qualify as QIBs (as defined herein) or placed privately with institutions that are accredited investors as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may be made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A. To permit compliance with Rule 144A under the Securities Act in connection with the resales of Registered Notes, the Issuer is required to furnish, upon request of a holder of a Registered Note and a prospective purchaser designated by such holder, the information required to be delivered under Rule 144A(d)(4) under the Securities Act. Registered Notes are not transferable to other holders within the United States except upon satisfaction of certain conditions as described under ‘‘Subscription and Sale’’. The Notes have not been recommended by or approved or disapproved by the United States Securities and Exchange Commission (the ‘‘SEC’’) or any other federal or state securities commission in the United States nor has the SEC or any other federal or state securities commission confirmed the accuracy or determined the adequacy of this <strong>Prospectus</strong>. Any representation to the contrary is a criminal offence in the United States. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable federal or state securities laws pursuant to a registration statement or an exemption from registration. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. All references in this document to ‘‘U.S. dollars’’, ‘‘U.S.$’’ and ‘‘$’’ refer to United States dollars, those to ‘‘NOK’’ refer to Norwegian kroner, those to ‘‘Yen’’ refer to Japanese yen, those to ‘‘Sterling’’ and ‘‘£’’ refer to pounds sterling and those to ‘‘euro’’ and ‘‘e’’ refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on European Union, as amended. 4
CONTENTS Page Documents Incorporated by Reference....................................................................................... 6 Summary ..................................................................................................................................... 8 Risk Factors ................................................................................................................................ 14 General Description of the Programme....................................................................................... 20 Form of the Notes ....................................................................................................................... 21 Form of Final Terms.................................................................................................................... 24 DTC Information – Registered Notes .......................................................................................... 35 Terms and Conditions of the Notes............................................................................................. 37 Use of Proceeds.......................................................................................................................... 67 Description of the Issuer ............................................................................................................. 68 Taxation....................................................................................................................................... 84 Subscription and Sale ................................................................................................................. 91 General Information..................................................................................................................... 96 In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes (provided that, in the case of any Tranche of Notes to be admitted to trading on a regulated market in the European Economic Area, the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Tranche) or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. 5
Page 1 and 2: PROSPECTUS DnB NOR Bank ASA (incorp
Page 3: e distributed or published in any j
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 and 18: comparable Floating Rate Notes tied
Page 19 and 20: Government and monetary authorities
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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