Base Prospectus - Malta Financial Services Authority

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against presentation and surrender (or, in the case of part payment of any sum due only, endorsement) of such Notes at the specified office of the Registrar or a Transfer Agent in Luxembourg. Payments of interest due on a Registered Note (whether in definitive or global form) and payments of instalments (if any) of principal on a Registered Note, other than the final instalment, will be made in the manner specified in paragraph (a) to the person in whose name such Note is registered at the close of business on the fifteenth day (whether or not such fifteenth day is a business day (being for this purpose a day on which banks are open for business in the city where the specified office of the Registrar is located) (the ‘‘Record Date’’)) prior to such due date. In the case of payments by cheque, cheques will be mailed to the holder (or the first named of joint holders) at such holder’s registered address on the business day (as described above) immediately preceding the due date. If payment in respect of any Registered Notes is required by credit or transfer as referred to in paragraph (a) above, application for such payment must be made by the holder to the Registrar not later than the relevant Record Date. Payments of principal and interest in respect of VPS Notes will be made to the Noteholders shown in the records of the VPS in accordance with and subject to the rules and regulations from time to time governing the VPS. (c) Payment Day If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, ‘‘Payment Day’’ means any day which is (subject to Condition 8): (i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (A) the relevant place of presentation; (B) London; (C) any Additional <strong>Financial</strong> Centre specified in the applicable Final Terms; and (ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional <strong>Financial</strong> Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland respectively) or (2) in relation to any sum payable in euro, a day on which the TARGET System is open. (d) Interpretation of Principal and Interest Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable: (i) any additional amounts which may be payable with respect to principal under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed; (ii) the Final Redemption Amount of the Notes; (iii) the Early Redemption Amount of the Notes; (iv) the Optional Redemption Amount(s) (if any) of the Notes; (v) in relation to Notes redeemable in instalments, the Instalment Amounts; (vi) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6(e)); and (vii) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes. Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to 52
interest under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed. 6. Redemption and Purchase (a) At Maturity Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date. Undated Subordinated Notes have no final maturity and are only redeemable or repayable in accordance with the following provisions of this Condition. (b) Redemption for Tax Reasons Subject, in the case of Dated and Undated Subordinated Notes, as provided in Condition 6(k), the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Interest Note), on giving not less than 30 nor more than 60 days’ notice to the Trustee and the Agent (and, in the case of VPS Notes, the VPS Account Manager) and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that: (i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Norway or any political subdivision or any authority thereof or any authority or agency therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date of the first Tranche of the Notes; and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee and, in the case of VPS Notes, to the VPS Account Manager a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment and the Trustee shall be entitled to accept the certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders. Notes redeemed pursuant to this Condition 6(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption and, in the case of Undated Subordinated Notes, all Arrears of Interest, including any Additional Interest Amounts. (c) Redemption at the Option of the Issuer (Issuer Call) This Condition 6(c) is not applicable for Dated Subordinated Notes prior to five years from their Issue Date and references to ‘‘Notes’’ in this Condition 6(c) shall be construed accordingly. Subject, in the case of Dated Subordinated Notes and Undated Subordinated Notes, to obtaining the prior written consent of the Norwegian FSA as provided in Condition 6(k), if Issuer Call is specified in the applicable Final Terms, the Issuer shall, having given: (i) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 14; and 53
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 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: later, five years from the date on
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

Base Prospectus - Malta Financial Services Authority

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