Obbligazione DNB Ban ASA 6.0116% ( XS0285087358 ) in GBP

Emittente DNB Ban ASA
Prezzo di mercato 100 GBP  ▼ 
Paese  Norvegia
Codice isin  XS0285087358 ( in GBP )
Tasso d'interesse 6.0116% per anno ( pagato 1 volta l'anno)
Scadenza perpetue - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione DNB BANK ASA XS0285087358 in GBP 6.0116%, scaduta


Importo minimo 50 000 GBP
Importo totale 350 000 000 GBP
Descrizione dettagliata DNB Bank ASA è la più grande banca norvegese, operante nel settore bancario commerciale e di investimento, offrendo una vasta gamma di servizi finanziari a privati, aziende e istituzioni.

Il presente articolo analizza un'emissione obbligazionaria specifica, identificata dal codice ISIN XS0285087358, emessa da DNB BANK ASA, una delle principali e più grandi istituzioni finanziarie norvegesi, con sede e operatività nel Paese di emissione, la Norvegia, e con una solida posizione nel settore bancario scandinavo e internazionale. Questo strumento di debito, denominato in Sterline Britanniche (GBP), presentava un tasso di interesse pari al 6,0116% e prevedeva pagamenti con frequenza annuale. L'emissione totale ammontava a 350.000.000 GBP, con un taglio minimo di acquisto stabilito in 50.000 GBP, configurandosi come un'operazione destinata a investitori con una certa capacità di investimento. Nonostante la sua caratteristica di scadenza perpetua, che implica l'assenza di una data di rimborso predefinita ma include tipicamente clausole di *call* a discrezione dell'emittente, questa obbligazione è giunta a termine ed è stata integralmente rimborsata, con il suo prezzo sul mercato che al momento del rimborso si attestava al 100% del valore nominale.







DnB NOR Bank ASA
(incorporated in Norway)
£350,000,000
Fixed/Floating Rate Non-cumulative Perpetual Step-up Capital
Contribution Securities
Issue Price: 100 per cent.
The £350,000,000 Fixed/Floating Rate Non-cumulative Perpetual Step-up Capital Contribution Securities
(the ``Notes'') offered hereby constitute unsecured, subordinated debt obligations of DnB NOR Bank ASA (the
``Bank'' or the ``Issuer''), a public limited liability company organised under the laws of the Kingdom of Norway
(``Norway''). The Notes will be denominated in pounds sterling and will initially bear interest at the rate of
6.0116 per cent. per annum from and including 31 January 2007 (the ``Closing Date'') to, but excluding, 29
March 2017, payable annually in arrear on 29 December in each year, commencing on 29 December 2007 save
that there will be a short first coupon in respect of the period from and including the Closing Date to, but
excluding, 29 December 2007 and a short coupon in respect of the period from and including 29 December 2016
to, but excluding, 29 March 2017. From and including 29 March 2017, the Notes will bear interest at a floating
rate of interest equal to the London Inter-bank Offered Rate for three-month pounds sterling deposits (``Sterling
LIBOR''), as determined by Citibank, N.A. or its successor as fiscal agent (the ``Fiscal Agent''), plus a margin of
1.695 per cent. per annum, payable quarterly in arrear on 29 March, 29 June, 29 September and 29 December in
each year, commencing on 29 June 2017. Interest payments to be made by the Issuer will be made subject to
Norwegian laws relating to the availability of funds distributable to shareholders and certain other regulatory
conditions. The Notes will be issued on the Closing Date.
Investing in the Notes involves risks. Please review the section entitled ``Risk Factors'' beginning on page 3 of
this Prospectus.
Application has been made to 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
securities, for the approval of this Prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the
``Prospectus Directive''). Application has also been made to the Luxembourg Stock Exchange for the Notes to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List
of the Luxembourg Stock Exchange. References in this Prospectus to the Notes being ``listed'' (and all related
references) shall mean that the Notes have been admitted to trading on the Luxembourg Stock Exchange's
regulated market and listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 93/22/EEC (the ``Investment
Services Directive'').
The Notes are rated ``A-'' by Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc. (``Standard & Poor's''), ``A2'' by Moody's Investors Service Limited (``Moody's'') and ``A
(high)'' by DBRS (Europe) Limited, an affiliate of Dominion Bond Rating Service Limited (``DBRS''). A security
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency without notice.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
``Securities Act''), and, subject to certain exceptions, may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (``Regulation
S'')). The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of the
Notes and distribution of this Prospectus, see ``Subscription and Sale''.
The Notes will be issued in registered form in the denomination of £50,000 and integral multiples of £1,000
in excess thereof. The Notes will be represented by a global certificate in registered form (the ``Global Note'')
registered in the name of Citivic Nominees Limited as nominee for Citibank, N.A. as common depositary for
Euroclear
Bank
S.A./N.V.
(``Euroclear'')
and
Clearstream
Banking,
socie´te´
anonyme
(``Clearstream,
Luxembourg'') on or about the Closing Date. Individual note certificates (``Note Certificates'') evidencing
holdings of Notes will be available only in certain limited circumstances described under ``Summary of Provisions
Relating to the Notes while in Global Form''.
Barclays Capital
JPMorgan
UBS Investment Bank
29 January 2007


TABLE OF CONTENTS
RISK FACTORS .............................................................................................................................
3
IMPORTANT INFORMATION ....................................................................................................
9
FORWARD-LOOKING STATEMENTS ......................................................................................
11
DOCUMENTS INCORPORATED BY REFERENCE.................................................................
12
OVERVIEW OF THE OFFERING ...............................................................................................
14
TERMS AND CONDITIONS OF THE NOTES...........................................................................
19
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
31
USE OF PROCEEDS ......................................................................................................................
33
BUSINESS DESCRIPTION............................................................................................................
34
SHAREHOLDERS, MANAGEMENT AND EMPLOYEES .......................................................
44
TAXATION .....................................................................................................................................
51
SUBSCRIPTION AND SALE ........................................................................................................
52
GENERAL INFORMATION.........................................................................................................
54
2


RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks
associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in the Notes, but the Issuer may be unable to pay interest, principal or other amounts on or in
connection with the Notes for other reasons which may not be considered significant risks by the Issuer
based on information currently available to it and which it may not currently be able to anticipate.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus,
including the information incorporated by reference herein, and reach their own views prior to making
any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under the Notes
Economic activity in Norway
The Issuer's business activities are dependent on the level of banking, finance and financial
services required by its customers. In particular, levels of borrowing are heavily dependent on
customer confidence, employment trends, the state of the economy and market interest rates at the
time. As the Issuer currently conducts the majority of its business in Norway, its performance is
influenced by the level and cyclical nature of business activity in Norway, which is in turn affected by
both domestic and international economic and political events. There can be no assurance that a
weakening in the economy of Norway will not have an adverse effect on the Issuer's future results.
Business risk factors
As a result of its business activities, the Issuer is exposed to a variety of risks, the most
significant of which are credit risk, market risk, operational risk and liquidity risk. Failure to control
these risks could result in adverse effects on the Issuer's financial performance and reputation.
Credit risk
Risks arising from changes in credit quality and the recoverability of loans and amounts due
from counterparties are inherent in a wide range of the Issuer's businesses. Adverse changes in the
credit quality of the Issuer's borrowers and counterparties or a general deterioration in Norwegian,
United States, European or global economic conditions, or arising from systematic risks in the
financial systems, could affect the recoverability and value of the Issuer's assets and require an
increase in the Issuer's provision for bad and doubtful debts and other provisions.
Market risk
The most significant market risks the Issuer faces are interest rate, foreign exchange and bond
and equity price risks. Changes in interest rate levels, yield curves and spreads may affect the interest
rate margin realised between lending and borrowing costs. Changes in currency rates, particularly in
the Norwegian kroner-U.S. dollar and Norwegian kroner-euro exchange rates, affect the value of
assets and liabilities denominated in foreign currencies, and may affect income from foreign exchange
dealing. The performance of financial markets may cause changes in the value of the Issuer's
investment and trading portfolios. The Issuer has implemented risk management methods to mitigate
and control these and other market risks to which the Issuer is exposed, and exposures are constantly
measured and monitored. However, it is difficult to predict changes in economic or market conditions
and to anticipate the effects that such changes could have on the Issuer's financial performance and
business operations.
Operational risk
The Issuer's businesses are dependent on its ability to process a very large number of
transactions efficiently and accurately. Operational risk and losses can result from fraud, errors by
employees, failure to document transactions properly or to obtain proper internal authorisation,
failure to comply with regulatory requirements and conduct of business rules, equipment failures,
natural disasters or the failure of external systems, for example those of the Issuer's suppliers or
counterparties. Although the Issuer has implemented risk controls and loss mitigation actions, and
3


substantial resources are devoted to developing efficient procedures and to staff training, it is not
possible to implement procedures which are fully effective in controlling each of the operational risks.
Liquidity risk
The inability of the Issuer to anticipate and provide for unforeseen decreases or changes in
funding sources could have adverse consequences on the Issuer's ability to meet its obligations when
they fall due.
Impact of regulatory changes
The Issuer is subject to financial services laws, regulations, administrative actions and policies in
Norway and in each other jurisdiction in which the Issuer carries on business. Changes in supervision
and regulation, in particular in Norway, could materially affect the Issuer's business, the products and
services offered or the value of its assets. Although the Issuer works closely with its regulators and
continually monitors the situation, future changes in regulation, or in fiscal or other policies, can be
unpredictable and are beyond the control of the Issuer.
Factors which are material for the purpose of assessing the market risks associated with the Notes
In making an investment decision, potential investors should carefully consider the merits and
risks of an investment in the Notes. In particular, potential investors should be aware of the
following:
The Notes are deeply subordinated obligations
The Notes are unsecured, deeply subordinated obligations of the Issuer and are currently the
most junior debt instruments of the Issuer, ranking behind claims of depositors of the Issuer, other
unsubordinated and subordinated creditors of the Issuer, pari passu with Parity Tier 1 Securities (as
defined in Condition 3 of the ``Terms and Conditions of the Notes'') and currently ranking in priority
only to all classes of share capital of the Issuer. Consequently, if the Issuer's financial condition were
to deteriorate, Noteholders could suffer direct and materially adverse consequences, including non-
payment of non-cumulative interest or conversion of such interest or principal into conditional capital
contributions. If the Issuer were liquidated (whether voluntarily or involuntarily), Noteholders could
lose their entire investment.
Restrictions on interest payments
Payments of interest on any Interest Payment Date (as defined in Condition 5 of the ``Terms
and Conditions of the Notes'') may not exceed Available Distributable Funds (also as defined in
Condition 5 of the ``Terms and Conditions of the Notes''). To the extent that, on any Interest
Payment Date, Available Distributable Funds are insufficient to pay all accrued but unpaid interest
under the Notes and any Parity Tier 1 Securities (in each case falling due on that Interest Payment
Date), the Issuer will make partial payment of all accrued but unpaid interest under the Notes and
such Parity Tier 1 Securities pro rata to the extent of such Available Distributable Funds.
Additionally, interest payments may not be made at any time that the Issuer's Tier 1 Capital (as
defined in Condition 3 of the ``Terms and Conditions of the Notes'') ratio or total regulatory capital
ratio is below, or following such payment of interest would be below, the then current minimum
regulatory capital requirement applicable to the Issuer plus a margin of 0.2 per cent. The interest
payment provisions of the Notes are non-cumulative. Thus, any interest not paid as a result of these
restrictions will be lost and the Issuer will have no obligation to make payment of such interest or to
pay interest thereon. Furthermore, if the Issuer is prohibited from paying interest on the Notes by
virtue of non-compliance with its regulatory capital ratios (plus applicable margin) as described
above, there is no restriction in the Terms and Conditions prohibiting the Issuer from paying a
dividend to its shareholders should it have Available Distributable Funds available for such purpose.
Conversion into conditional capital contributions; write down of principal
In the event of a Trigger Event (as defined in Condition 3 of the ``Terms and Conditions of the
Notes''), the Issuer or Kredittilsynet may resolve that any accrued interest and the principal amount
in respect of the Notes (or part thereof, as the case may be) should be made available to restore the
Issuer's regulatory capital through a write down first of any accrued interest and then, to the extent
that the amount of accrued interest so written down is not sufficient to cure a Trigger Event,
principal in respect of the Notes to cure the Trigger Event and thereafter through a conversion of
such aggregate amount into a conditional capital contribution. Any such write down will occur on a
proportionate basis with the share capital of the Issuer, any Parity Tier 1 Securities and any
4


obligations of the Issuer ranking or expressed to rank junior to the Notes. Interest will not accrue on
the converted amount.
Recapitalisation
The principal amount of the Notes shall be reduced to zero and the rights of the holders of the
Notes to payment of principal and any other amounts, including premium (if any) and interest due in
respect of the Notes, will be irrevocably cancelled upon the occurrence of all of the following events:
(i)
the share capital and reserves of the Issuer shall have been reduced to zero, the share
capital shall have been cancelled by order of Kredittilsynet or pursuant to a resolution of
the Issuer's shareholders, and the rights of holders of such share capital have been lost;
and
(ii)
following the event described in (i) above, sufficient share and/or other capital of the Issuer
shall have been subscribed so as to enable the Issuer to comply with solvency requirements
set by Kredittilsynet and continue operations as a bank under the laws of Norway.
As a result, Noteholders could lose their entire investment following a recapitalisation of the
Issuer.
Regulatory write down of share capital and subordinated loans
The Norwegian Act on Guarantee Schemes for Banks and Public Administration of Financial
Institutions No. 75 of 6 December 1996, as amended (the ``Guarantee Schemes Act'') places a duty
on the board of directors and the chief executive officer of a financial institution (such as the Issuer)
to report to Kredittilsynet if they have reason to be concerned that: (i) the financial institution may
become unable to meet its liabilities as they fall due; (ii) the financial institution will become unable
to comply with capital adequacy requirements or other requirements as to solvency pursuant to law;
or (iii) circumstances have arisen which may result in a serious lack of confidence or loss which may
materially weaken or threaten the solvency of the financial institution.
If Kredittilsynet receives such a report or it has reason to believe that such report should have
been sent to it, Kredittilsynet shall, in consultation with the financial institution, consider relevant
measures to remedy the situation and require the financial institution to enforce such remedy. If the
financial institution fails to carry out such measures, Kredittilsynet may inter alia impose restrictions
on the business and operations of the financial institution and request that the board of directors of
the financial institution immediately prepare updated audited accounts.
If such audited accounts show that a material part of the equity has been lost after the date of
the latest annual accounts or more than 25 per cent. of the share capital of the financial institution is
lost, the financial institution shall give notice for an extraordinary general meeting of shareholders.
Such general meeting shall resolve whether the financial institution has an adequate financial basis for
further trading and whether the trading shall be continued. The resolution must be approved by
Kredittilsynet. If the general meeting does not resolve that the trading shall be continued, it must
either resolve to sell the business or to liquidate the business.
If such audited accounts show that 75 per cent. or more of the share capital has been lost, the
board of directors shall call a general meeting of shareholders to resolve to write off such proportion
of share capital as may be necessary to cover losses appearing in the updated audited accounts. If the
general meeting of shareholders fails to pass such resolution within such time as may be specified by
Kredittilsynet, the Ministry of Finance may resolve that the share capital shall be written off to the
extent that the updated audited accounts show that it is lost. The Ministry of Finance is also
authorised to carry out a recapitalisation of the institution.
The above provisions of the Guarantee Schemes Act apply equally to subordinated loans if the
updated audited accounts show that a substantial part of the subordinated loans is lost, unless the
relevant loan agreement does not entitle the financial institution to such write off. Subordinated loans
entered into after the Guarantee Schemes Act came into force and which have a maturity of more
than five years, including the Notes, may be written off as set out above even if the relevant loan
agreement does not contain any provision to that effect. However such subordinated loans, including
the Notes, would only be written down pursuant to the Guarantee Schemes Act in the event that the
share capital of the company had already been fully written down.
Public administration
Banks and financial holding companies in Norway are not subject to the normal bankruptcy
regulations, but are subject to the Guarantee Schemes Act.
5


A bank (such as the Issuer) may be placed under public administration by the Ministry of
Finance if (i) it is unable to meet its liabilities as they fall due and an adequate financial basis for
further trading cannot be secured, or (ii) it is unable to comply with capital adequacy requirements
and the Ministry of Finance will not waive such compliance.
A public administration proceeding may result in the dissolution of the financial institution. The
financial institution may also be authorised by the Ministry of Finance to resume operations after, if
necessary, a financial restructuring. In either case, liabilities will be met in the following order of
priority: (i) administrative costs and expenses and other claims of similar nature, (ii) claims with a
payment priority by virtue of law, (iii) claims of depositors and other ordinary creditors, (iv) interest
accrued after the date on which the financial institution was placed under public administration on
claims of depositors, ordinary creditors and creditors with a payment priority by virtue of law, (v) a
portion of each non-interest bearing claim equal to 10 per cent. per annum of such claim calculated
from the day the financial institution was placed under public administration until maturity, (vi)
certain discounts, (vii) claims in respect of obligations (including the Notes) which according to their
terms shall be subordinated to claims of other creditors, (viii) certain other subordinated obligations,
and (ix) shareholders' claims for repayment of shareholders' equity.
Early redemption of the Notes
Although the Notes have no express maturity date, they may be redeemed as set out below.
On 29 March 2017, or on any Interest Payment Date thereafter, the Issuer will have the right,
subject to the prior approval of Kredittilsynet, to redeem the Notes at a redemption amount equal to
the original principal amount, together with accrued interest calculated as provided in Condition 7(6)
of the ``Terms and Conditions of the Notes''.
The Issuer will have the right, upon the occurrence of either a Tax Event falling under (B) in
such defined term or a Capital Event (each as defined in Condition 7(3) of the ``Terms and
Conditions of the Notes'') and subject to the prior approval of Kredittilsynet, to redeem the Notes
prior to 29 March 2017 at a redemption amount equal to the original principal amount or, if higher,
the Make Whole Redemption Price (as defined in Condition 7(7) of the ``Terms and Conditions of
the Notes''), in either case together with accrued interest calculated as provided in that Condition.
In addition, the Issuer will have the right, upon the occurrence of a Tax Event falling under (A)
or (C) in such defined term and subject to the prior approval of Kredittilsynet, to redeem the Notes
prior to 29 March 2017 at a redemption amount equal to the original principal amount, together with
accrued interest calculated as provided in Condition 7(7) of the ``Terms and Conditions of the
Notes''.
There can therefore be no assurance that Noteholders will be able to reinvest the amounts
received upon redemption at a rate that will provide the same rate of return as their investment in
the Notes.
No voting rights
The Notes are non voting.
No prior market in the Notes
Although application has been made to list the Notes on the Luxembourg Stock Exchange,
there can be no assurance regarding the future development of a market for the Notes, or the ability
of Noteholders to sell their Notes, or the price at which such Noteholders may be able to sell their
Notes. If a market for the Notes were to develop, the Notes could trade at prices that may be higher
or lower than the initial offering price depending on many factors, including prevailing interest rates,
the Issuer's and/or the Group's (as defined in ``Business Description'') results of operations, changes
in market and economic conditions, the market for similar securities and other factors that generally
influence the market price of securities. There can be no assurance as to the liquidity of any trading
market for the Notes or that an active market for the Notes will develop.
The Notes may not be a suitable investment for all investors
Purchasing the Notes involves substantial risks and is suitable only for investors who have the
knowledge and experience in financial and business matters necessary to enable them to evaluate the
risks and the merits of an investment in the Notes. Before making an investment decision, prospective
purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of
their exposure to risks and that they consider carefully, in the light of their own financial
6


circumstances, financial condition and investment objectives, all the information set forth and
incorporated by reference herein.
Investment in the Notes is only suitable for investors who:
(i)
have the requisite knowledge and experience in financial and business matters, and access
to, and knowledge of, appropriate analytical resources, to evaluate the information
contained herein and the merits and risks of an investment in the Notes in the context of
such investors' financial positions and circumstances;
(ii)
are capable of bearing the economic risk of an investment in the Notes for an indefinite
period of time; and
(iii) recognise that it may not be possible to make any transfer of the Notes for a substantial
period of time, if at all.
Further, each prospective purchaser of the Notes must determine, based on its own independent
review and such professional advice as it deems appropriate under the circumstances, that its
acquisition of the Notes (a) is fully consistent with its (or if it is acquiring the Notes in a fiduciary
capacity, the beneficiary's/beneficiaries') financial needs, objectives and condition; (b) complies and is
fully consistent with all investment policies, guidelines and restrictions applicable to it (whether
acquiring the Notes as principal or in a fiduciary capacity); and (c) is a fit, proper and suitable
investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the beneficiary/
beneficiaries), notwithstanding the clear and substantial risks inherent in investing in or holding the
Notes.
Risks related to the Notes generally
Set out below is a brief description of certain risks relating to the Notes generally:
Modifications and amendments
The Fiscal Agency Agreement (as defined in ``Terms and Conditions of the Notes'') contains
provisions for convening meetings of Noteholders to consider any matters affecting their interests
including the sanctioning by Extraordinary Resolution (as defined in the Fiscal Agency Agreement) of
a modification of the Notes or the provisions of the Fiscal Agency Agreement. These provisions
permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote
at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
The Terms and Conditions of the Notes also provide that the Notes may be amended without
the consent of the Noteholders to (i) cure any ambiguity, (ii) correct or supplement any provision of
the Notes that may be defective or inconsistent with any other provision of the Notes or (iii) modify
any provision to such extent as may be necessary or desirable, provided that no such amendment
shall have a material adverse effect on the rights, preferences or privileges of the Noteholders.
Change of law
The Fiscal Agency Agreement and the Terms and Conditions of the Notes are governed by, and
shall be construed in accordance with, English law except for the provisions of Conditions 2, 3 and
those of Condition 5 under the captions ``Interest accruing after the due date for redemption in
certain circumstances'' and ``Sufficiency of Available Distributable Funds and interest payment
restriction'' which are governed by, and shall be construed in accordance with, Norwegian law. No
assurance can be given as to the impact of any possible judicial decision or change to English law,
Norwegian law or administrative practice after the date of issue of the Notes.
Risks related to the market generally
Set out below is a brief description of certain market risks, including liquidity risk, exchange
rate risk, interest rate risk and credit risk:
Exchange rate risks and exchange controls
The Issuer will pay principal, premium (if any) and interest on the Notes in pounds sterling.
This presents certain risks relating to currency conversions if an investor's financial activities are
denominated principally in a different currency or currency unit (the ``Investor's Currency''). These
include the risk that exchange rates may significantly change (including changes due to devaluation of
the pound sterling or revaluation of the Investor's Currency) and the risk that authorities with
jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in
the value of the Investor's Currency relative to the pound sterling would decrease (i) the Investor's
7


Currency-equivalent yield on the Notes, (ii) the Investor's Currency-equivalent value of the principal
payable on the Notes and (iii) the Investor's Currency-equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange
controls that could adversely affect an applicable exchange rate. As a result, investors may receive less
interest or principal than expected, or no interest or principal.
Interest rate risks
Prior to 29 March 2017, the Notes will accrue interest at a fixed rate. Investment in fixed rate
instruments involves the risk that subsequent changes in market interest rates may adversely affect the
value of the fixed rate instruments.
Credit ratings may not reflect all risks
The Notes are expected to be rated ``A2'' by Moody's, ``A-'' by Standard & Poor's and ``A
(high)'' by DBRS. A security rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, reduction or withdrawal at any time by the assigning rating agency without
notice. Similar ratings on different types of securities do not necessarily mean the same thing. The
aforementioned ratings do not address the likelihood that the principal on the Notes will be prepaid
on any particular date. The ratings do not address the marketability of the Notes or any market
price. Any change in the credit ratings of the Notes or the Issuer could adversely affect the price that
a subsequent purchaser will be willing to pay for the Notes. The significance of each rating should be
evaluated independently of any other rating. The ratings may not reflect the potential impact of all
risks related to structure, market, additional factors discussed above, and other factors that may
affect the value of the Notes.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult its
legal advisers to determine whether and to what extent (i) the Notes are legal investments for it, (ii)
the Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to
its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the
appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-
based capital or similar rules.
8


IMPORTANT INFORMATION
This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus
Directive. The Issuer accepts responsibility for the information contained in this Prospectus. To the
best of the knowledge and belief 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 is to be read in conjunction with all the documents which are incorporated
herein by reference (see ``Documents Incorporated by Reference''). This Prospectus shall be read and
construed on the basis that such documents are incorporated in and form part of this Prospectus and
references herein to ``this Prospectus'' shall be construed accordingly.
No dealer, sales person or other individual has been authorised to give any information or to
make any representations other than those contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorised by or on behalf of
the Issuer or the Lead Managers (as defined under ``Subscription and Sale''). Neither the delivery of
this Prospectus nor any sale hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer since the date hereof or that the information
contained herein is correct as of any time after its date.
This Prospectus does not constitute an offer by, or an invitation by or on behalf of, the Issuer,
the Lead Managers or any of their respective directors, officers and affiliates to subscribe for or
purchase any of the Notes. Each purchaser of the Notes must comply with all applicable securities
laws and regulations in force in each jurisdiction in which it purchases, offers or sells the Notes or
possesses or distributes this Prospectus and must obtain any consent, approval or permission required
by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers or sales. The
distribution of this Prospectus and the offering 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 Lead
Managers and their respective directors, officers and affiliates to inform themselves about and to
observe any such restrictions. None of the Issuer, the Lead Managers and any of their respective
directors, officers or affiliates has any responsibility therefor.
For a further description of certain restrictions on offers and sales of the Notes and on the
distribution of this Prospectus, see ``Subscription and Sale''.
No representation or warranty, express or implied, is made by the Lead Managers as to the
accuracy or completeness of the information set forth in this Prospectus, and nothing contained in
this Prospectus is, or shall be relied upon as, a promise or representation, whether as to the past or
the future. None of the Lead Managers assumes any responsibility for the accuracy or completeness
of the information set forth in this Prospectus. Each person contemplating making an investment in
the Notes must make its own investigation and analysis of the obligations of the Issuer and of the
creditworthiness of the Issuer, as well as its own determination of the suitability of any such
investment, with particular reference to its own investment objectives and experience, and any other
factors that may be relevant to it in connection with such investment.
Distribution of this Prospectus to any person other than the intended recipient is unauthorised.
Each prospective purchaser of the Notes, by accepting delivery of this document, agrees to the
foregoing.
In this Prospectus, references to ``NOK'', ``Norwegian kroner'' or ``kroner'' are to the currency
of Norway, references to ``euro'' and ``A'' are to the single currency of those member states of the
European Union participating in the European Monetary Union from time to time and references to
``pounds'', ``sterling'' and ``£'' are to the currency of the United Kingdom of Great Britain and
Northern Ireland. Except as otherwise noted, all interest rates are on a per annum basis.
Certain figures included in this Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which
precede them.
In connection with the issue of the Notes, UBS Limited (the ``Stabilisation Manager'') or any
person acting on behalf of the Stabilisation Manager may over-allot Notes (provided that the aggregate
principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of
the Notes) or effect transactions with a view to supporting the market price of the Notes at a level
9


higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilising 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.
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