Bond Nykredit Ejendomskredit A/S 0% ( XS0347918640 ) in EUR

Issuer Nykredit Ejendomskredit A/S
Market price 100 %  ▼ 
Country  Denmark
ISIN code  XS0347918640 ( in EUR )
Interest rate 0%
Maturity 01/04/2015 - Bond has expired



Prospectus brochure of the bond NYKREDIT REALKREDIT A/S XS0347918640 in EUR 0%, expired


Minimal amount /
Total amount /
Detailed description Nykredit Realkredit A/S is a Danish mortgage credit institution specializing in providing mortgage loans secured by real estate in Denmark, offering a range of financing solutions for both private individuals and institutional investors.

The Bond issued by Nykredit Ejendomskredit A/S ( Denmark ) , in EUR, with the ISIN code XS0347918640, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 01/04/2015







IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following
disclaimer applies to the attached Prospectus accessed from this page or otherwise received as a
result of such access and you are therefore advised to read this disclaimer page carefully before
reading, accessing or making any other use of the attached Prospectus. In accessing the attached
Prospectus, you agree to be bound by the following terms and conditions, including any modifications
to them from time to time, each time you receive any information from us as a result of such access.
Confirmation of Your Representation: You have been sent the attached Prospectus on the
basis that you have confirmed to Citigroup Global Markets Limited, Goldman Sachs International,
Nykredit Bank A/S and UBS Limited (together, the "Joint Lead Managers" and each, a "Joint Lead
Manager"), being the sender of the attached, that (i) the electronic mail (or e-mail) address to which
it has been delivered is not located in the United States of America, its territories and possessions,
any State of the United States and the District of Columbia (including Puerto Rico, the US Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and (ii) you consent
to delivery by electronic transmission.
This Prospectus has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and
consequently none of the Joint Lead Managers nor any person who controls any of them or any
director, officer, employee or agent of any Joint Lead Manager nor any person who controls any of
them or any affiliate of any of the foregoing accepts any liability or responsibility whatsoever in respect
of any difference between the Prospectus distributed to you in electronic format and the hard copy
version available to you on request from any Joint Lead Manager.
You are reminded that the attached Prospectus has been delivered to you on the basis that you
are a person into whose possession this Prospectus may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this
Prospectus to any other person.
Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in
the United States or any other jurisdiction. Any securities to be issued will not be registered under the
Securities Act of 1933, as amended (the ``Securities Act'') and may not be offered or sold in the
United States or to or for the account or benefit of U.S. persons (as such terms are defined in
Regulation S under the Securities Act ("Regulation S")) unless registered under the Securities Act or
pursuant to an exemption from such registration.
The following Prospectus may not be forwarded or distributed to any other person and may not
be reproduced in any manner whatsoever, and in particular, may not be forwarded to any U.S. person
or to any U.S. address. Any forwarding, distribution or reproduction of this document in whole or in
part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act
or the applicable laws of other jurisdictions.
Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. This Prospectus may only be communicated to persons in the
United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000
does not apply to the Issuer.


PROSPECTUS DATED 26 October 2009
Nykredit Realkredit A/S
RDA11 ­ 4.1.1
RDA11 ­ 4.1.2
(incorporated as a public limited company in Denmark with CVR no. 12719280)
RDA11 ­ 4.1.4
Euro-denominated
SNA5 ­ 5.1.2
PERPETUAL HYBRID CORE CAPITAL NOTES
(Kapitalbeviser)
The euro-denominated Perpetual Hybrid Core Capital Notes (the "Notes") will be issued by Nykredit Realkredit A/S (the "Issuer" or
SNA5 ­ 4.7
"Nykredit Realkredit"). Interest on the Notes will accrue from (and including) their date of issue (the "Issue Date"), and is payable annually
SNA5 ­ 4.9
in arrear on the Coupon Payment Date in each year, to be set out in the Pricing Notice, commencing on the Coupon Payment Date in
2010 (each a "Coupon Payment Date") at an initial fixed rate to be published in the Pricing Notice (as defined in "Subscription and Offer
SNA5 ­ 4.8
of the Notes") which will apply from (and including) the Issue Date to (but excluding) the First Reset Date (as defined in "Terms and
Conditions of the Notes ­ Interest") and from (and including) the First Reset Date, at a rate, to be reset every five years thereafter, based
SNA5 ­ 4.12
on the then prevailing 5-year Euro Swap Rate plus a Margin which shall be set out in the Pricing Notice, all as described under "Terms
and Conditions of the Notes ­ Interest".
The Notes (Kapitalbeviser) will constitute direct, subordinated and unsecured obligations of the Issuer and will rank pari passu
without any preference among themselves. The Notes will constitute hybrid core capital (hybrid kernekapital) within the meaning of Section
132 of the DFBA (as defined in "Terms and Conditions of the Notes") and will rank pari passu with all other present and future hybrid core
capital of the Issuer within the meaning of Section 132 of the DFBA. In the event of a distribution of assets in the liquidation or bankruptcy
of the Issuer, the Notes will rank senior to the share capital of the Issuer.
The Issuer may, at its option, elect to cancel any Coupon Payment on the Notes for any period of time except where the relevant
Coupon Payment Date is a Mandatory Coupon Payment Date (see "Terms and Conditions of the Notes ­ Coupon Cancellation"). Any such
payment will not cumulate and will be cancelled so that it will never become due and payable. Until the Coupon Amounts in respect of all
Coupon Payment Dates falling in any six month period after such Coupon Payment Date on all outstanding Notes have been paid in full,
the Issuer is subject to certain restrictions in relation to the declaration and payment of dividends and distributions and the redemption
and repurchase of capital, see "Terms and Conditions of the Notes ­ Dividend etc. Suspension". The Issuer must cancel the payment of
any Coupon Amount if and to the extent that it does not have Available Free Reserves, or if the Danish FSA requires cancellation of such
Coupon. (See "Terms and Conditions of the Notes ­ Mandatory Coupon Cancellation").
Payments on the Notes will be made without deduction for or on account of taxes of the Kingdom of Denmark to the extent
described under the "Terms and Conditions of the Notes ­ Taxation", unless such withholding or deduction is required by law.
The Notes are perpetual. However, the Notes are redeemable at the option of the Issuer in whole or in part, in principal amounts
of 200 million, on the First Reset Date or on any Coupon Payment Date thereafter at their principal amount together with interest accrued
from (and including) the preceding Coupon Payment Date. In addition, the Notes are redeemable at the option of the Issuer in whole but
not in part at the amount specified in the Conditions upon the occurrence of (i) a Tax Event, which cannot be avoided by the Issuer taking
reasonable measures available to it, (ii) an Accounting Event or (iii) a Capital Event, all as more fully described in "Terms and Conditions
of the Notes ­ Redemption, Purchase and Reduction of Amounts of Principal and Unpaid Interest".
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive"). This Prospectus will be published in electronic
form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for Notes (the "Luxembourg Law"), for the purposes of
the Prospectus Directive. The Issuer has also requested the CSSF to provide the competent authorities in the Passporting Jurisdictions
(as defined in "Subscription and Offer of the Notes") with a certificate of approval attesting that this Prospectus has been drawn up in
accordance with the Luxembourg Law. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted
to the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market. References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the
Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European
Parliament and of the Council on markets in financial instruments.
The initial fixed rate of interest, the offer price, the aggregate principal amount of the Notes, the yield and the net proceeds of the
issue will be set out in the Pricing Notice, which will be filed with the CSSF and published on the website of the Luxembourg Stock
Exchange on or around the Pricing Date (as defined in "Subscription and Offer of the Notes").
The denomination of the Notes shall be 1,000.
SNA5 ­ 4.4
The Notes are expected to be rated A3 by Moody's Investors Service Limited and BBB+ by Standard & Poor's Ratings Services,
SNA5 ­ 7.5
a division of The McGraw-Hill Companies, Inc. A rating is not a recommendation to buy, sell or hold Notes and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Joint Lead Managers
Citi
Goldman Sachs International
Nykredit Bank A/S
UBS Investment Bank
Structuring Advisor


This Prospectus comprises a prospectus for the purposes of the Prospectus Directive and for
RDA11 ­ 1.1
the purpose of giving information with regard to the Issuer, the Issuer and its subsidiaries and affiliates
RDA11 ­ 1.2
taken as a whole (the "Group") and the Notes which, according to the particular nature of the Issuer
SNA5 ­ 1.1
SNA5 ­ 1.2
and the Notes is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State") other than offers (the "Permitted Public Offers") which are made during the Offer
Period, and which are contemplated in this Prospectus in Denmark, Finland, Germany, Norway, the
Republic of Ireland, Spain, Sweden, The Netherlands and the United Kingdom once this Prospectus
has been approved by the competent authority in Luxembourg and published and notified to the
relevant competent authority in accordance with the Prospectus Directive as implemented in
Luxembourg, will be made pursuant to an exemption under the Prospectus Directive, as implemented
in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes
which are the subject of the offering contemplated in this Prospectus, other than the Permitted Public
Offers, may only do so in circumstances in which no obligation arises for the Issuer or any of the Joint
Lead Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation
to such offer. Neither the Issuer nor the Joint Lead Managers have authorised, nor do they authorise,
the making of any offer (other than Permitted Public Offers) of Notes in circumstances in which an
obligation arises for the Issuer or the Joint Lead Managers to publish or supplement a prospectus for
such offer.
This Prospectus is to be read in conjunction with all documents which are incorporated herein
by reference (see "Documents Incorporated by Reference").
No person has been authorised to give any information or to make any representation
other than as contained in this Prospectus in connection with the issue or sale of the Notes and,
if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or any of the Joint Lead Managers. Neither the delivery of this
Prospectus nor any sale made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of the Issuer since the date hereof
or the date upon which this Prospectus has been most recently amended or supplemented or
that there has been no adverse change in the financial position of the Issuer since the date
hereof or the date upon which this Prospectus has been most recently supplemented or that
any other information supplied in connection with the issue of Notes is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes
are required by the Issuer and the Joint Lead Managers to inform themselves about and to
observe any such restriction. The Notes have not been and will not be registered under the
Securities Act 1933 (the "Securities Act") or with any securities regulatory authority of any state
or other jurisdiction of the United States and the Notes are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons (as defined in the U.S. Internal
Revenue Code of 1980 and the regulations thereunder). For a description of certain restrictions
on offers and sales of the Notes and on distribution of this Prospectus, see "Subscription and
Offer of the Notes".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Joint Lead Managers to subscribe for or purchase, any Notes.
2


None of the Joint Lead Managers have separately verified the information contained in this
Prospectus. To the fullest extent permitted by law, no Joint Lead Manager makes any
representation, express or implied, or accepts any responsibility for the contents of this
Prospectus or for any other statement made or purported to be made by a Joint Lead Manager
or on its behalf in connection with the Issuer or the issue and offering of the Notes. Each Joint
Lead Manager accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this
Prospectus or any such statement. Neither this Prospectus nor any financial statements are
intended to provide the basis of any credit or other evaluation and should not be considered as
a recommendation by any of the Issuer or the Joint Lead Managers that any recipient of this
Prospectus or any financial statements should purchase the Notes. Each potential purchaser
of Notes should determine for itself the relevance of the information contained in this
Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Joint Lead Managers undertakes to review the financial condition or
affairs of the Issuer during the life of the arrangements contemplated by this Prospectus or to
advise any investor or potential investor in the Notes of any information coming to the attention
of any of the Joint Lead Managers.
In connection with the issue of the Notes, the Joint Lead Manager(s) (if any) named as the
stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any
Stabilising Manager(s)) may over-allot Notes or effect transactions with a view to supporting
the market price of the Notes, as the case may be, at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than
the earlier of 30 days after the issue date of the Notes and 60 days after the date of the
allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires,
references to "euro", "EUR" or "" are to the currency introduced at the start of the third stage
of European Economic and Monetary Union pursuant to the Treaty establishing the European
Union (as amended from time to time), "Sterling" and "£" are to the lawful currency of the
United Kingdom, "Danish Kroner", "Kr" and "DKK" are to the lawful currency of the Kingdom
of Denmark and "US dollars" and "US$" are to the lawful currency of the United States of
America.
3


TABLE OF CONTENTS
Page
SUMMARY OF THE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
TERMS AND CONDITIONS OF THE NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM . . . .
28
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
SUBSCRIPTION AND OFFER OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
4


SUMMARY OF THE ISSUE
This summary must be read as an introduction to this Prospectus and any decision to invest in the
Notes should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference herein. Following the implementation of the relevant provisions of the
Prospectus Directive in each Member State of the European Economic Area (each an "EEA State"), no
civil liability will attach to the Issuer in any such Member State solely on the basis of this summary,
including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together
with the other parts of this Prospectus. Where a claim relating to the information contained in this
Prospectus is brought before a court in an EEA State, the plaintiff may, under the national legislation of
the EEA State where the claim is brought, be required to bear the costs of translating this Prospectus
before the legal proceedings are initiated.
Description of the Issuer
Nykredit Realkredit A/S is a mortgage credit institution incorporated with limited liability in Denmark
and carries on business under the Danish Financial Business Act (lov om finansiel virksomhed m.v.) (the
"DFBA") and the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds etc. Act (Lov om
realkreditlån og realkreditudstedelser M.V.) (the "Danish Mortgage-Credit Act"). The registered office
of the Issuer is at Kalvebod Brygge 1-3, DK-1780 Copenhagen V, Denmark. The Issuer (together with its
subsidiaries, the "Group") is organised into four main divisions, namely, Customers, Products,
Operations and Support.
The Issuer is a wholly-owned subsidiary of Nykredit Holding A/S. The shares of the Issuer are not
listed on any exchange.
The management of the Issuer is made up of the Board of Directors and the Executive Board.
Board of Directors: Steen E. Christensen (Chairman); Hans Bang-Hansen (Deputy Chairman);
Michael Demsitz; Erling Beck Poulsen; Anders C. Obel; Nina Smith; Jens Erik Udsen; Steffen Kragh;
Jens Thomsen; Lisbeth Grimm; Kristian Bengaard; Allan Kristiansen and Susanne Møller Nielsen.
Executive Board: Peter Engberg Jensen (Group Chief Executive); Karsten Knudsen (Group
Managing Director); Per Ladegaard (Group Managing Director); Niels Tørslev (Group Managing Director);
Søren Holm (Group Managing Director); Kim Duus (Group Managing Director) and Bente Overgaard
(Group Managing Director).
Use of Proceeds
The net proceeds from the issue of Notes will be applied by the Issuer for general corporate
purposes.
Risk Factors
There are various factors which may affect the ability of the Issuer to fulfil its obligations under the
Notes. These include:
(i)
risks relating to the mortgage market and general market conditions in Denmark and, to a
lesser extent, in other countries where the Issuer operates, or may operate, in the future;
(ii)
credit risk, including country and settlement risk;
(iii)
market risk and liquidity risk;
(iv)
operational and business risk;
(v)
competition in the mortgage loan business; and
(vi)
the impact of regulatory changes on the Issuer's business.
In addition, there are certain factors which are material for the purpose of assessing the market
risks relating to an investment in the Notes. These include:
(i)
the suitability of such an investment by an investor;
(ii)
risks related to the structure of the Notes including that: (a) the claims of Noteholders are
subordinated to the claims of Senior Creditors and there is no restriction of the amount of
senior liabilities the Issuer may incur; (b) the Issuer may, subject to certain conditions, elect
5


to cancel, or be required to cancel, any Coupon Payment for any period of time; (c) the
shareholders of the Issuer may in certain circumstances and subject to certain conditions
reduce and cancel all or part of the outstanding nominal amount of the Notes; and (d) the
Notes may be redeemed at the option of the Issuer or upon the occurrence of certain other
specified events, affecting the market value of the Notes;
(iii)
Noteholders bear the risk of any withholding tax being imposed on payments of interest or
principal in respect of the Notes; and
(iv)
investment laws and regulations may restrict the investment activities of certain potential
investors.
Terms of the Notes
Status: The Notes (Kapitalbeviser) will constitute direct, subordinated and unsecured obligations of the
Issuer and will rank pari passu without any preference among themselves. The Notes will constitute
hybrid core capital (hybrid kernekapital) within the meaning of Section 132 of the DFBA and will rank pari
passu with all other present and future hybrid core capital of the Issuer within the meaning of Section
132 of the DFBA. In the event of a distribution of assets in the liquidation or bankruptcy of the Issuer,
the Issuer will be required to pay unsubordinated creditors and subordinated creditors of the Issuer
holding subordinated debt and all other subordinate loan capital within the meaning of Section 136 of
the DFBA in full before it can make any payments on the Notes. The Notes will rank senior to the share
capital of the Issuer.
The Notes will not constitute "other securities" (andre værdipapirer) within the meaning of Section
1 of the Danish Mortgage-Credit Act.
Coupon: Interest on the Notes will accrue from (and including) the Issue Date, and is payable
annually in arrear on the Coupon Payment Date in each year, to be set out in the Pricing Notice,
commencing on the Coupon Payment Date in 2010 (each a "Coupon Payment Date") at an initial fixed
rate to be published in the Pricing Notice which will apply from (and including) the Issue Date to (but
excluding) such date in 2015 as shall be set out in the Pricing Notice (the "First Reset Date") and from
(and including) the First Reset Date, at a rate, to be reset every five years thereafter, based on the then
prevailing 5-year Euro Swap Rate plus a Margin which shall be set out in the Pricing Notice.
Optional Coupon Cancellation: On any Coupon Payment Date that is not a Mandatory Coupon
Payment Date, the Issuer may, at its option, elect to cancel a payment of a Coupon Amount by giving
notice of such election to Noteholders not less than 20 Business Days prior to the relevant Coupon
Payment Date. Such cancelled Coupon Amount will be cancelled so that it will never be due and
payable. A "Mandatory Coupon Payment Date" is any Coupon Payment Date (to the extent it is not
subject to Mandatory Coupon Cancellation, as described below):
(i)
on which the Issuer's capital base exceeds the capital requirements of the DFBA applicable
to the Issuer whether or not such requirements also apply to other similar credit institutions
in Denmark (the "Issuer Capital Requirements") and on which the Notes would cease to be
eligible to qualify (save where such non-qualification is only as a result of any applicable
limitation on the amount of such capital) as hybrid core capital (hybrid kernekapital) within the
meaning of Section 132 of the DFBA; or
(ii)
on which the Issuer's capital base exceeds the Issuer Capital Requirements and in respect
of which, within the six months prior to such Coupon Payment Date, the Issuer has declared
or paid any dividend or made any distribution to the holders of its ordinary shares or made
any distribution or other payment on any securities or obligations issued or owed by the
Issuer and effectively ranking or expressed to rank pari passu with or junior to the Notes
(where such distributions are optional), or the Issuer has redeemed, repurchased or otherwise
acquired any of its ordinary shares or any junior or parity securities; or
(iii)
on which the Issuer's capital base exceeds, by 25 per cent. or more, the capital requirements
of the DFBA which are generally applicable to credit institutions in Denmark, including the
Issuer, or such other laws, regulations, requirements, guidelines and policies then in effect,
relating to capital adequacy in the Kingdom of Denmark provided that if at any time the
Danish Financial Supervisory Authority (the "Danish FSA") has imposed upon the Issuer
6


Issuer Capital Requirements which are equal to or greater than 125 per cent. of the capital
requirements applicable to other similar credit institutions in Denmark, this paragraph (iii) shall
apply at any such time when the Issuer's capital base exceeds such Issuer Capital
Requirements. The capital requirement is calculated as the higher of: (i) the minimum capital
requirement under Basel II transitional rules, and (ii) the minimum capital requirement after
Basel II transitional rules. The minimum capital requirement is presently defined in Section
124(2) of the DFBA and does not include the Issuer's internally calculated solvency
requirement.
Mandatory Coupon Cancellation: The Issuer shall cancel the payment of any Coupon Amount in
the following circumstances:
(1)
Interest on the Notes will cease to accrue with effect from the date of approval of the Issuer's
audited annual financial statements in respect of a fiscal year ("Relevant Financial
Statements") if, according to the Relevant Financial Statements, the Issuer has no Available
Free Reserves (as defined below). In the event that the Coupon Amount due on the Coupon
Payment Date immediately following the date of approval of the Relevant Financial
Statements will exceed the Available Free Reserves, such Coupon Amount will be reduced
to the amount of such Available Free Reserves, or, if at such time there are no Available Free
Reserves, to zero. To the extent that the amount of interest accrued from (and including) the
immediately preceding Coupon Payment Date to (but excluding) the date of approval of the
Relevant Financial Statements exceeds the amount of the Available Free Reserves, such
interest shall be cancelled and as a result it shall never become due and payable. Where
subsequent audited annual financial statements of the Issuer disclose Available Free
Reserves, accrual of interest will recommence, from (and including) the date of approval of
such financial statements.
"Available Free Reserves" in respect of any fiscal year (as referred to in Section 132,
subsection 1, no. 7 of the DFBA) means the amount of profits transferred to (and remaining
in) reserves in respect of previous fiscal years and the amount of profit transferred to reserves
in respect of the relevant fiscal year and any other reserves available for distribution as
dividends in respect of the relevant fiscal year as calculated by reference to the Issuer's most
recent audited annual financial statements, prepared in accordance with Danish law, as
reduced by any payments already made since the date of such audited annual financial
statements by reference to free reserves disclosed therein.
(2)
The Danish FSA may require the Issuer to cancel the payment of all or part of any Coupon
Amount due on any Coupon Payment Date.
The Issuer shall give notice to Noteholders of any mandatory cancellation of a Coupon Amount or
part thereof in accordance with the Conditions.
Dividend Restriction: Unless or until all Coupon Amounts due and payable on all Coupon Payment
Dates falling within any six month period after such Coupon Payment Date on all outstanding Notes have
been paid in full, the Issuer is subject to certain restrictions in relation to the declaration and payment of
dividends and distributions and the redemption and repurchase of capital.
Redemption: The Notes are perpetual. However, the Notes are redeemable at the option of the
Issuer in whole, or in part in principal amounts of 200 million, on the First Reset Date or on any Coupon
Payment Date thereafter at their then outstanding principal amount together with interest accrued from
(and including) the preceding Coupon Payment Date. In addition, the Notes are redeemable at the option
of the Issuer in whole but not in part at the higher of (i) their then outstanding principal amount and (ii)
the Make-Whole Amount, upon the occurrence of (i) a Tax Event, which cannot be avoided by the Issuer
taking reasonable measures available to it, (ii) an Accounting Event or (iii) a Capital Event. Redemption
is subject, in all cases, to the approval of the Danish FSA.
Reduction of amounts of principal and unpaid interest: The shareholders of the Issuer may resolve
to reduce and cancel, pro rata, all or part of the outstanding principal amount of the Notes (which will
include any unpaid interest accrued from (and including) the Coupon Payment Date immediately
preceding the Cancellation Date (as defined below) to (but excluding) the Cancellation Date (the
"Arrears of Interest")) on a pro rata basis with all of the Issuer's other outstanding hybrid core capital
7


(hybrid kernekapital) within the meaning on Section 132 of the DFBA, upon the occurrence of all of the
following circumstances:
­
the equity (egenkapital) of the Issuer has been lost;
­
the shareholders of the Issuer have effectively resolved in accordance with Danish law that
the value of each of the outstanding shares representing the share capital of the Issuer shall
be reduced to zero; and
­
following the resolution referred to above, either (x) sufficient share and/or other capital of the
Issuer is subscribed or contributed so as to enable the Issuer, following any such reduction,
to comply with the relevant solvency requirements of the DFBA; or (y) the Issuer ceases to
carry on its business without a loss for its non-subordinated creditors.
The amount of any such reduction shall be subject to the prior approval of the Issuer's elected
external auditors and the Danish FSA and shall first be effected, pro rata, in respect of any Arrears of
Interest thereon and only when there are no such outstanding Arrears of Interest will the outstanding
principal amount of the Notes be reduced.
The reduction and cancellation will take effect on the date specified in the relevant resolution (the
"Cancellation Date"), and the holders of the Notes will thereafter cease to have any claim in respect of
amounts so reduced and cancelled.
Form and Denomination: The Notes will be issued in bearer form in the denomination of 1,000.
The Notes will be represented initially by the Temporary Global Note, without Coupons, which will be
deposited with a common depositary for Clearstream Banking, société anonyme and Euroclear Bank
S.A./N.V. on or about the Issue Date. The Temporary Global Note will be exchangeable for interests in
the Global Note, without Coupons, on or after a date which is expected to be on or around 15 December
2009 upon certification as to non-US beneficial ownership as required by US Treasury regulations and
as described in the Temporary Global Note. Save in limited circumstances, Notes in definitive bearer
form with Coupons and a Talon attached on issue will not be issued in exchange for interests in the
Global Note.
Tax
All payments of principal and interest in respect of the Notes will be made free and clear of
withholding taxes of the Kingdom of Denmark or any authority therein or thereof having the power to tax,
unless such withholding or deduction is required by law, in which case such withholding or deduction
shall be made.
Ratings
The Notes are expected to be rated A3 by Moody's Investors Service Limited and BBB+ by
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. A rating is not a
recommendation to buy, sell or hold Notes and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency. As defined by Moody's Investors Service Limited, an "A"
rating means that the obligations of the Issuer are considered upper-medium grade and are subject to
low credit risk and the modifier "3" indicates that the obligations rank at the lower end of that generic
rating category and, as defined by Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., a "BBB" rating means that the obligations of the Issuer exhibit adequate protection
parameters. However, adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the obligation and the
modifier "+" indicates a higher relative standing within the rating category.
Selling Restrictions
Certain restrictions apply in relation to sales of the Notes in the United States, the United Kingdom,
the Kingdom of Denmark, Switzerland, Hong Kong and Singapore. In addition, the Public Offer Selling
Restriction under the Prospectus Directive will apply.
Listing and Admission to Trading
Application has been made for the Notes to be listed on the Official List and to be admitted to
trading on the Luxembourg Stock Exchange's regulated market.
8


DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with (i) the audited consolidated RDA11 ­ 11.1
annual financial statements of the Issuer for the financial years ended 31 December 2007 and RDA11 ­ 11.5
31 December 2008, together, in each case with the audit report thereon, (ii) the unaudited
consolidated interim financial statements of the Issuer for the six-month period ended 30 June 2009,
(iii) the audited non-consolidated Income Statement and Balance Sheet of the Issuer for the financial
year ended 31 December 2008, (iv) the unaudited non-consolidated interim Income Statement and
Balance Sheet of the Issuer for the six-month period ended 30 June 2009 and (v) the Issuer's press
release titled "Preliminary Q1-Q3 Interim Report ­ The Nykredit Realkredit Group" dated 20 October
2009, each of which has been previously published or is published simultaneously with this
Prospectus and which has been filed with the CSSF. Such documents shall be incorporated in and
form part of this Prospectus, save that any statement contained in a document which is incorporated
by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent
that a statement contained herein modifies or supersedes such earlier statement (whether expressly,
by implication or otherwise). Any statement so modified or superseded shall not, except as so
modified or superseded, constitute a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained without
charge from the registered office of the Issuer and the website of the Luxembourg Stock Exchange
(www.bourse.lu).
The table below sets out the relevant page references for the audited consolidated and non-
consolidated annual financial statements for the financial years ended 31 December 2007 and 31
December 2008 as set out in the Issuer's Annual Reports for such periods and the unaudited
consolidated and non-consolidated interim financial statements for the six-month period ended 30
June 2009 as set out in "H1 Interim Report ­ The Nykredit Realkredit Group". Information contained
in the documents incorporated by reference other than information listed in the table below is for
information purposes only.
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2007
Nykredit Realkredit A/S Annual Report 2007
Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 61
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 62
Cash Flow Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 67
Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 52
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 68
Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 51
Audited consolidated annual financial statements of the Issuer for the financial year ended
31 December 2008
Nykredit Realkredit A/S Annual Report 2008
Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 56
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 57
Cash Flow Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 62
Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 63
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 63
Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page 55
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Document Outline