Nordea publishes a prospectus regarding the move into the Banking Union and the merger of Nordea Bank AB into Nordea Holding Abp

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18-02-16 14:00 | Press release

Nordea publishes a prospectus regarding the proposed merger of Nordea Bank AB (publ) (Nordea Sweden) into Nordea Holding Abp (Nordea Finland) and the subsequent listing of the shares in Nordea Finland.

On 6 September 2017, the Board of Directors of Nordea Sweden decided to initiate a re-domiciliation process of the parent company of the Nordea Group from Sweden to Finland, being a member of the Banking Union, which is proposed to be executed as a cross-border reversed merger by way of absorption. Nordea Sweden’s shareholders will receive as merger consideration one new share in Nordea Finland for each share in Nordea Sweden that they own as of the date of the registration of the completion of the merger with the Finnish Trade Register. The shares in Nordea Finland are intended to be listed on the official lists of Nasdaq in Helsinki, Stockholm and Copenhagen upon completion of the merger. The Finnish Financial Supervisory Authority has today approved Nordea Finland’s prospectus in relation to the proposed merger and the subsequent listing of the shares in Nordea Finland received as merger consideration.

Nordea expects the net present value (NPV) of the total savings related to resolution fees, deposit guarantees and other transitional effects due to the re-domiciliation to the Banking Union to be approximately EUR 0.9-1.2bn (the calculation does not include potential impact on corporate taxes or capital requirement), compared to remaining domiciled in Sweden. This estimate has slightly shifted based on the current financial information from the expected range of the NPV of EUR 1.1-1.3bn that was communicated by Nordea on 14 December 2017, and is expected to re-shift positively or negatively to reflect changes both in the bank’s balance sheet and the external environment. The difference is primarily attributable to refined calculations relating to the bank’s balance sheet after deductions, lowering the expected positive NPV impact of resolution fees and interest rate deductibility on sub-debt expenses. The NPV estimate remains subject to change and is based on a number of assumptions and judgments. If these assumptions and judgments change, this could impact the estimated benefits expected to arise from the re-domiciliation.

The prospectus has been notified to the relevant financial supervisory authorities for use in Sweden, Denmark, Norway, United Kingdom, France and Spain. Finnish, Swedish, Danish, Norwegian, French and Spanish language translations of the prospectus summary are included in the prospectus as annexes, and will be published separately on the Nordea website

The prospectus will be made available at today and, on or about 19 February, at the offices of Nordea Finland at Aleksis Kiven katu 7, FI-00020 Nordea, Helsinki, Finland, as well as at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland and at the head office of Nordea at Smålandsgatan 17, SE 105 71 Stockholm, Sweden.

For further information:
Rodney Alfvén, Head of Investor Relations, +46 72 235 05 15
Claes Eliasson, Acting Head of Group External Communications, +46 72 141 67 12

Important Notice

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. This release is not directed to, and is not intended for distribution to or use by, any person or entity in any jurisdiction where such distribution, publication or use would be contrary to law or regulation or which would require any registration within such jurisdiction. Any decision with respect to the proposed merger should be made solely on the basis of information contained in the actual notices to the annual general meeting of Nordea, and the prospectus related to the merger as well as on an independent analysis of the information contained therein. You should consult the merger prospectus for more complete information about the Nordea Group and the merger.

This release includes forward-looking statements, in particular the NPV estimates discussed herein. Such forward-looking statements are subject to change and based on a number of assumptions and judgments discussed in more detail in the prospectus.

The information was submitted for publication, through the agency of the contact persons set out above, at 14:00 CET on 16 February 2018.