Base Prospectus - Malta Financial Services Authority

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Subsidiaries shall be deemed to be in default with respect to any such Indebtedness, guarantee or indemnity if it shall be contesting in good faith by appropriate means its liability to make payment thereunder; or (iv) the Issuer or any of its Principal Subsidiaries goes into liquidation (except in connection with a merger or reorganisation in such a way that all assets and liabilities of the Issuer or any of its Principal Subsidiaries, as the case may be, pass to another legal person in universal succession by operation of law); or (v) the Issuer or any of its Principal Subsidiaries suspends payment or announces its inability to meet its financial obligations when they fall due; or (vi) public administration, insolvency, or moratorium proceedings are instituted against the Issuer or any of its Principal Subsidiaries which shall not have been dismissed or stayed within 60 days after institution, or if the Issuer or any of its Principal Subsidiaries applies for institution of such proceedings in respect of itself or offers or makes an arrangement for the benefit of creditors. There are no events of default in relation to Dated or Undated Subordinated Notes. According to the Norwegian Regulations no. 435 of 1st June, 1990 (as amended) adopted by the Norwegian FSA and circulation letter no. 36/96 from the Norwegian FSA: (i) Dated Subordinated Notes must not contain provisions permitting a Noteholder to exercise an option to redeem a Dated Subordinated Note before the stated redemption date; and (ii) Undated Subordinated Notes must not contain provisions permitting a Noteholder to exercise an option to redeem an Undated Subordinated Note and no redemption may occur without the prior written consent of the Norwegian FSA. Notwithstanding the foregoing and subject to the right of the Issuer to defer payment of interest pursuant to Condition 4(f), in the event that the Issuer fails to pay interest or principal when due on any Dated Subordinated Note or Undated Subordinated Note, the holders of such Notes shall be entitled to bring proceedings against the Issuer for payment of such amounts. (b) Enforcement The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer as it may think fit to enforce the provisions of the Trust Deed, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-fifth in nominal amount of the Notes then outstanding and (ii) it shall have been indemnified and/ or secured to its satisfaction. No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable period and the failure shall be continuing. (c) Definitions For the purposes of this Condition, ‘‘Principal Subsidiary’’ at any time shall mean a Subsidiary (as defined in the Trust Deed) of the Issuer (inter alia): (i) whose operating income attributable to the Issuer (consolidated in the case of a Subsidiary which itself has Subsidiaries) or whose total assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) represent not less than 10 per cent. of the consolidated operating income attributable to the shareholders of the Issuer, or, as the case may be consolidated total assets, of the Issuer and its Subsidiaries taken as a whole, all as calculated respectively by reference to the then latest audited accounts (consolidated or, as the case may be, unconsolidated) of the Subsidiary and the then latest audited consolidated accounts of the Issuer and its Subsidiaries; or (ii) to which is transferred the whole or substantially the whole of the undertaking and assets of a Subsidiary of the Issuer which immediately before the transfer is a Principal Subsidiary, all as more particularly defined in the Trust Deed. A report by accountants of international repute appointed by the board of directors of the Issuer whether or not addressed to the Trustee that in their opinion a Subsidiary of the Issuer is or is not or was or was not at any particular time or throughout any specified period a Principal 58
Subsidiary may be relied upon by the Trustee without further enquiry or evidence and, if relied upon by the Trustee shall, in the absence of manifest error, be conclusive and binding on all parties. 10. Replacement of Notes, Receipts, Coupons and Talons Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Replacement Agent in the case of Bearer Notes, Receipts or Coupons, or the Registrar outside the United Kingdom in the case of Registered Notes, upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued. 11. Transfer and Exchange of Registered Notes (a) Form of Registered Notes Registered Notes of each Tranche sold outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), will initially be represented by a permanent global Note in registered form, without interest coupons (the ‘‘Reg. S Global Note’’), deposited with a custodian for, and registered in the name of a nominee of, DTC for the accounts of Euroclear and Clearstream, Luxembourg. Notes in definitive form issued in exchange for Reg. S Global Notes or otherwise sold or transferred in reliance on Regulation S under the Securities Act, together with the Reg. S Global Notes, are referred to herein as ‘‘Reg. S Notes’’. Beneficial interests in a Reg. S Global Note may be held only through DTC directly, by a participant in DTC, or indirectly, through a participant in DTC, including Euroclear or Clearstream, Luxembourg. Registered Notes of each Tranche sold in private transactions to qualified institutional buyers within the meaning of Rule 144A under the Securities Act (‘‘QIBs’’) will initially be represented by a permanent global Note in registered form, without interest coupons (the ‘‘Restricted Global Note’’ and, together with the Reg. S Global Note, the ‘‘Registered Global Notes’’), deposited with a custodian for, and registered in the name of a nominee of, DTC. Notes in definitive form issued in exchange for Restricted Global Notes or otherwise sold or transferred in accordance with the requirements of Rule 144A under the Securities Act, together with the Restricted Global Notes, are referred to herein as ‘‘Restricted Notes’’. Registered Notes of each Tranche sold to accredited investors (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) which are institutions (‘‘Institutional Accredited Investors’’) who agree to purchase the Notes for their own account and not with a view to the distribution thereof will be in definitive form, registered in the name of the holder thereof. Registered Notes in definitive form issued to Institutional Accredited Investors and Restricted Notes shall bear the legend set forth in the Restricted Global Note (the ‘‘Legend’’), such Notes being referred to herein as ‘‘Legended Notes’’. Upon the transfer, exchange or replacement of Legended Notes, or upon specific request for removal of the Legend, the Registrar shall (save as provided in Condition 11(f)) deliver only Legended Notes or refuse to remove such Legend, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as may reasonably be required by the Issuer, which may include an opinion of U.S. counsel, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. Subject as otherwise provided in this Condition 11, Registered Notes in definitive form may be exchanged or transferred in whole or in part in the authorised denominations for one or more definitive Registered Notes of like aggregate nominal amount. (b) Exchange of interests in Registered Global Notes for Registered Notes in definitive form Interests in the Reg. S Global Note and the Restricted Global Note will be exchangeable for Registered Notes in definitive form if (i) Euroclear and/or Clearstream, Luxembourg or DTC, as the case may be, notifies the Issuer that it is unwilling or unable to continue as depositary for such Registered Global Note or (ii) if applicable, DTC ceases to be a ‘‘Clearing Agency’’ registered under the Securities Exchange Act of 1934 or the Issuer has been notified that either Euroclear or Clearstream, Luxembourg has been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or has announced its intention permanently to 59
Page 1 and 2:
PROSPECTUS DnB NOR Bank ASA (incorp
Page 3 and 4:
e distributed or published in any j
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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 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: As used herein, the ‘‘Relevant
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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