Obligation Advanzia Bank S.A 0% ( NO0010867849 ) en EUR

Advanzia Bank S.A

101.1 % ▲

Luxembourg

NO0010867849 ( en EUR )

14/11/2029

Prospectus brochure de l'obligation Advanzia Bank S.A NO0010867849 en EUR 0%, échéance 14/11/2029

100 000 EUR

25 000 000 EUR

L'Obligation émise par Advanzia Bank S.A ( Luxembourg ) , en EUR, avec le code ISIN NO0010867849, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/11/2029

Term sheet written in connection with application of listing on Nordic ABM
Date:
11.12.2019
Status indication Final
ISIN: NO0010867849

Advanzia Bank 19/29 FRN EUR FLOOR C SUB

Terms:

Documentation:
Before investing in the bond, the investor is encouraged to become familiar with
The Loan Agreement 1) is described more closely in
relevant documents such as this term sheet, the Loan Agreement and the Issuer's
Standard Terms
financial accounts and articles of association and if relevant, listing document, cf
ABM-rules section 2.7.2.3. The documents are available from the Issuer and in
Relevant Places. In the case of any discrepancies between the Loan Agreement and
this term sheet, the Loan Agreement will apply.

Relevant Places:
www.advanzia.com and www.oslobors.no
Issuer/Borrower:
Advanzia Bank S.A.
Borrowing Limit Tap Issue:
N.A.
First Tranche / Loan Amount : 2)
EUR 25 million
Disbursement Date: 3)
14 November 2019
Maturity Date: 4)
14 November 2029
EURIBOR: 5)
3 months EURIBOR
Margin:
6.00 per cent p.a.
Interest Rate: 6)
EURIBOR + margin
Day Count Fraction Interest Rate:
Act/360
Interest Payment Date: 7) 9)
14 February, 14 May, 14 August and 14 November each year
Business Day Convention: 8)
Modified following
Interest accrual date (from and including):
Disbursement Date
Final interest payment date (to):
Maturity Date
# days first term:
92 days
Status of the Loan 10)
Unsecured and subordinated
Issue Price: 11)
100.00 of par value
Denomination:
EUR 100,000 each. Minimum subscription and allocation shall be EUR 100,000.

Call)
Redemption
See "Special Price:
See "Special
Date(s):
(distinct)
(distinct)
conditions"
conditions"
Call Options
Call Options

------------------------------------------------------------------------------------------------------------------------
Issuer's org. number/LEI-
B109476 (Registre de Commerce et des Sociétés Luxembourg)
code:
Number / Codes:
Sector Code :
9250
Geographic
9129
Industry
N.A.
code:
(trade)
Code:
Usage of funds:
The purpose of the issue is to have the Bonds qualify as Tier 2 Instruments for the purpose of the
Applicable Regulation and as determined by the Issuer's Competent Authority.
Approvals / Permissions:

The bonds have been issued in accordance with the issuer's board approval dated 6 June
2019

Permission to issue the Bonds was given by the Commission de Surveillance du Secteur
Financier (Financial Supervisory Authority of Luxembourg) 9 November 2018

The listing document has been inspected by Oslo Børs cf ABM-rules sec 2.7

FRN Tier 2 Bond

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Trustee / Bondholders'
Nordic Trustee AS, Postboks 1470 Vika, 0116 Oslo.
Representative:
Arranger(s):

ABG Sundal Collier ASA

Pareto Securities AS

Paying Agent:
DNB Bank ASA
Securities Depository:
The Norwegian Central Securities Depository (VPS). Principal and interest accrued will be credited the
Bondholders through VPS

Market making:
No marketmaker agreement has been made for this Bond Issue
MiFiD II target market of
Manufacturer target market (MIFID II product governance) is eligible counterparties and professional
end clients:
clients and retail clients (all distribution channels). No PRIIPs key information document (KID) has
been prepared as not deemed within scope.

Withholding tax:
The Issuer is responsible for withholding any withholding tax imposed by Luxembourg law. If a
withholding tax is imposed in respect of the dividends/coupons related to the Bonds by the
Luxembourg tax authority, the Bondholders or the Bond Trustee, as the case may be, shall only
receive the net amount after deduction of the withholding tax imposed by Luxembourg law. The
Bondholders or the Bond Trustee, as the case may be, will not have any claim against the Issuer for a
gross-up.

Special (distinct)
Issuer's cal option
conditions:
The Issuer may either (i) on 14 November 2024 or any Distribution Payment Date thereafter, or (ii) if :
(a) a Capital Disqualification Event; and/or (b) a Taxation Event has occurred, call, redeem, repay or
repurchase in a manner permitted by the Applicable Regulations and other applicable law all (but not
some only) of the outstanding Bonds at the Redemption Price, provided that the Issuer has obtained
prior permission of the Competent Authority in accordance with Articles 77 and 78 of the CRR, and as
described in the loan agreement clause 2.7.1.

Bail-in
In addition to Reduction of Amounts of Principal, the Bonds may be subject to bail-in under the Bank
Resolution Law and any applicable other Luxembourg regulations, as described in the loan agreement
clause 2.8.

No event of default
This Bond Agreement does not contain any event of default provision and neither the Bond Trustee
nor the Bondholders may declare any event of default by the Issuer of any of its obligations under the
Bond Agreement neither on the basis of the Bond Agreement nor on the basis of general principles of
Norwegian or Luxembourg law.

Supplementary
Status of the Bonds

information about the
The Bonds are expected to constitute Tier 2 Instruments of the Issuer under Article 63 of the CRR
status of the loan and
and the Applicable Regulations. The Bonds constitute direct, unsecured and subordinated
collateral: 10)
obligations of the Issuer, and shall, at all times rank:
(a) pari passu without any preference among themselves;
(b) pari passu with any other obligations or capital instruments of the Issuer that rank or are
expressed to rank pari passu with the Bonds on a liquidation or bankruptcy of the Issuer
and the right to receive repayment of capital on a liquidation or bankruptcy of the
Issuer;
(c) senior to holders of the Issuer's CET1 instruments, Additional Tier 1 Instruments and any
other obligations or capital instruments of the Issuer that rank or are expressed to rank
junior to the Bonds on a liquidation or bankruptcy of the Issuer and the right to receive
repayment of capital on a liquidation or bankruptcy of the Issuer;
(d) junior to any present or future (i) depositors of the Issuer, and (ii) any other
unsubordinated creditors of the Issuer, other than the present and future claims of
creditors that rank or are expressed to rank pari passu with or junior to the Bonds.
________________________________________________________________________________________________________________

Standard Terms:
If any discrepancy should occur between this Loan Description and the Loan Agreement, then the Loan Agreement
will apply.

Loan Agreement: 1)
The Loan Agreement will be entered into between the Issuer and the Trustee prior to Disbursement Date. The Loan
Agreement regulates the Bondholder's rights and obligations in relations with the Issue. The Trustee enters into this
agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent
provided for in the Loan Agreement.

When bonds are subscribed/purchased, the Bondholder has accepted the Loan Agreement and is bound by the
terms of the Loan Agreement. If subscription is made prior to finalisation of the Loan Agreement, the subscriber is
deemed to have granted authority to the Trustee to finalise the Loan Agreement. For tap issues, the Loan
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Agreement will apply for later issues made within the Borrowing Limit. The parties' rights and obligations are also
valid for subsequent issued bonds within the Borrowing Limit.

Open / Close: 3)4)
Tap Issues will be opened on Disbursement Date and closed no later than five banking days before Maturity Date.
Disbursement Date: 3)
Payment of the First Tranche / Loan Amount takes place on the banking date ahead of the Disbursement Date as
agreed with the Manager(s). In case of late payment, the applicable default interest rate according to "lov 17.
desember 1976 nr 100 om renter ved forsinket betaling m.m." will accrue.

Expansions Tap Issues:
For Tap Issues the Issuer can increase the loan above the First Tranche/Loan Amount. For taps not falling on
2)
Interest Payment Dates, Accrued Interest will be calculated using standard market practice in the secondary bond
market. The Issuer may apply for an increase of the Borrowing Limit.
Issue price Tap
Any taps under the Tap Issue will be made at market prices.
Issues:11)
Interest Determination
2 Business Days prior to Date of Interest Payment Date
Date: 7)
Interest Determination:
The regulation of the Interest Rate is effective from each Interest Payment Date. The new interest rate is
6)7)
determined on Interest Determination Date based on EURIBOR with additional margin. If EURIBOR becomes
negative, the EURIBOR is set to zero.
The new interest rate and the next interest term/period will be notified the Bondholders in writing through the
Securities Depository. The Trustee and Nordic ABM shall also be notified immediately.
EURIBOR definition: 5)
The European Interbank Offered Rate, being (a) the interest rate displayed on Reuters screen EURIBOR01 (or
through another system or website replacing it) as of or around 11.00 a.m. (Brussels time) on the Interest
Quotation Day for the offering of deposits in Euro and for a period comparable to the relevant Interest Period; or,
(b) if no screen rate is available for the relevant Interest Period: (i) the linear interpolation between the two closest
relevant interest periods, and with the same number of decimals, quoted under paragraph (a) above; or (ii) a rate
for deposits in the Bond currency for the relevant Interest Period as supplied to the Bond Trustee at its request
quoted by a sufficient number of commercial banks reasonably selected by the Bond Trustee; or if the interest rate
under paragraph (a) is no longer available, the interest rate will be set by the Bond Trustee in consultation with
the Issuer to: (i) any relevant replacement reference rate generally accepted in the market; or (ii) such interest rate
that best reflects the interest rate for deposits in the Bond currency offered for the relevant Interest Period.

EURIBOR is calculated to two Business Days prior to every Interest Payment Date, rounded to the nearest
hundredth of a percentage point, for the Interest Period stated. EURIBOR applies with effect from each Interest
Payment Date to the next Interest Payment Date.
Interest Period: 9)7)
The interest is due in arrears on the Interest Payment Date. The first interest period matures on the first Interest
Payment Date after the Disbursement Date. The next period runs from this date until the next Interest Payment
Date. The last period of interest ends on Maturity Date.
Accrued interest:
Accrued Interest for trades in the secondary bond market are calculated on the basis of current recommendations
of Norsk Finansanalytikeres Forening (The Norwegian Society of Financial Analysts).
Standard Business Day
Modified Following: If the Interest Payment Date is not a banking day, the Interest Payment Date shall be
Convention: 8)
postponed to the next banking day. However, if this day falls in the following calendar month, the Interest Payment
Date is moved to the first banking day preceding the original date.
Condition Issuer's cal
Exercise of Call shall be notified by the Issuer to the Bondholders and the Bond Trustee at least ten Business Days
option: 13)
prior to the relevant Call Date.
Partial exercise of Call shall be carried out pro rata between the Bonds (according to the procedures in the
Securities Register).
Registration:
The loan must prior to disbursement be registered in the Securities Depository. The bonds are being registered on
each Bondholders account or nominee account in the Securities Depository.
Issuer's acquisition of
The Issuer has the right to acquire Bonds and to retain, sell or discharge such Bonds in the Securities Depository.
bonds:
Subordinated bonds may not be purchased, sold or dischared by the Issuer without the consent of Finanstilsynet,
provided that such consent is required.
Amortisation: 4)
The bonds will run without instalments and be repaid in full on Maturity Date at par, provided the Issuer has not
called the bonds.
Redemption:
Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry.
Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation
Period Claims of May 18 1979 no 18, p.t. 3 years for interest rates and 10 years for principal.
Sale:
Tranche 1/ Loan Amount has been sold by the Arranger(s). Later taps can also be made by other authorized
investment firms.
Legislation:
Disputes arising from or in connection with the Loan Agreement, which are not resolved amicably, shall be resolved
in accordance with Norwegian law and the Norwegian courts. Legal suits shall be served at the Trustee's competent
legal venue.
Fees and expenses:
Any public fees payable in connection with the Bond Agreement and fulfilling of the obligations pursuant to the
Bond Agreement shall be covered by the Issuer. The Issuer is not responsible for reimbursing any public fees levied
FRN Tier 2 Bond

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on the trading of Bonds.

Oslo, 11 December 2019

FRN Tier 2 Bond

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