Base Prospectus - Malta Financial Services Authority

More documents

Recommendations

Info

(g) it acknowledges that the Issuer and the Dealers and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and it agrees that, if any such acknowledgments, representations or warranties made pursuant hereto are no longer accurate, it shall promptly notify the Issuer; and if it is acquiring any Notes as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. Each prospective purchaser of Notes offered in the United States or who is a U.S. person, by accepting delivery of this Prospectus, will be deemed to have represented and agreed as follows: (a) such offeree acknowledges that this Prospectus is personal to such offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Notes other than pursuant to Rule 144A or Section 4(2) of the Securities Act or in offshore transactions in accordance with Regulation S. Distribution of this Prospectus, or disclosure of any of its contents to any person other than such offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorised, and any disclosure of any of its contents, without the prior written consent of the Issuer, is prohibited; and (b) such offeree agrees to make no photocopies of this Prospectus or any documents referred to herein. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of Notes to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State: (a) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; (b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than e43,000,000 and (3) an annual net turnover of more than e50,000,000, as shown in its last annual or consolidated accounts; or (d) at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. United Kingdom Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that: 94
(a) (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. Norway Notes denominated in Norwegian kroner may not be offered or sold within Norway or outside Norway to Norwegian citizens abroad, without the Notes prior thereto having been registered in the Norwegian Central Securities Depository. The Netherlands Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that any Notes with a maturity of less than 12 months and a denomination of less than e50,000 will only be offered in The Netherlands in circumstances where another exemption or a dispensation from the requirement to make a prospectus publicly available has been granted under Article 4 of the Securities Transaction Supervision Act 1995 (Wet toezicht effectenverkeer 1995). Japan The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the ‘‘Securities and Exchange Law’’) and each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. General Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer, the Trustee nor any other Dealer shall have any responsibility therefor. None of the Issuer, the Trustee and any of the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. With regard to each Tranche, the relevant Dealer will be required to comply with such other additional restrictions as the Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms. 95
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 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: expiry of the applicable Distributi
Page 97 and 98: Clearing Systems The Notes have bee
Page 99: AUDITORS To the Issuer Pricewaterho
show all

Base Prospectus - Malta Financial Services Authority

Create successful ePaper yourself

Delete template?

Save as template?