Issuance of Additional Tier 1 conversion notes by Nordea

Stock exchange releases | 20-03-2019 07:00

Nordea Bank Abp – Stock exchange release – Other information disclosed according to the rules of the Exchange


Nordea Bank Abp today announced the pricing of U.S.$ 1,250,000,000 Fixed Rate Reset Perpetual Non-Call March 2026 Additional Tier 1 Conversion Notes (the “Notes”) to be issued under Nordea’s Global Medium-Term Note Programme. The Notes constitute Additional Tier 1 (AT1) capital and are issued by Nordea to maintain Nordea’s strong capital position and to take advantage of favourable market conditions.

The Notes will be issued at an issue price of 100 per cent and have a coupon of 6.625 per cent up to the first reset date on 26 March 2026, after which the coupon is again reset every five years. The Notes are perpetual with a first call date in March 2026. If the CET1 capital ratio of Nordea (on either a solo or a consolidated group level) decreases below 5.125 per cent, the Notes are automatically converted into shares in Nordea Bank Abp. The issuance is part of Nordea’s normal capital management activities.

The offering of the Notes, which are privately placed in the international capital markets, is fully subscribed. The settlement date of the Notes offering is 26 March 2019. Nordea will apply to have the Notes admitted to trading on the Global Exchange Market of Euronext Dublin.

For further information:
Andreas Larsson, Head of Debt Investor Relations, +46 709 70 75 55
Petter Brunnberg, Senior Group Press Officer, +46 738 66 10 87

The information provided in this stock exchange release was submitted for publication, through the agency of the contact persons set out above, at 07.00 CET on 20 March 2019

The distribution of this stock exchange 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 stock exchange 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. This stock exchange release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any offer, solicitation or sale of the Notes or any other securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

This stock exchange release is not for publication or distribution, directly or indirectly, in or into the United States and does not constitute an offer of securities for sale in the United States. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the requirements of the Securities Act. There will be no public offer of securities in the United States.  

No prospectus has been or will be approved in the United Kingdom in respect of the Notes. This stock exchange release is directed only at (i) persons outside the United Kingdom (ii) investment professionals falling within Article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may be lawfully communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons being referred to as “relevant persons”). Any investment activity to which this stock exchange release may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this stock exchange release or any of its contents.

MiFID II professionals /ECPs-only / No PRIIPs KID / FCA CoCo restriction – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the European Economic Area. No sales to retail clients, as defined under MiFID II.

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