Obbligazione KommuneCredit 2.53% ( XS0963673172 ) in EUR

Emittente KommuneCredit
Prezzo di mercato 100 EUR  ⇌ 
Paese  Danimarca
Codice isin  XS0963673172 ( in EUR )
Tasso d'interesse 2.53% per anno ( pagato 1 volta l'anno)
Scadenza 20/08/2028 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione KommuneKredit XS0963673172 in EUR 2.53%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata KommuneKredit è una banca di proprietà pubblica danese che fornisce finanziamenti a comuni e regioni danesi, nonché a istituzioni pubbliche e organizzazioni non-profit.

The Obbligazione issued by KommuneCredit ( Denmark ) , in EUR, with the ISIN code XS0963673172, pays a coupon of 2.53% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 20/08/2028







INFORMATION MEMORANDUM
(An association established pursuant to Act No. 35 of 19th March, 1898 of The Kingdom of Denmark succeeded as of
1st January, 2007 by Act no. 383 of 3rd May, 2006 of The Kingdom of Denmark)
EUR15,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
due from one month to 30 years from the date of issue
KommuneKredit (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from
time to time issue Euro Medium Term Notes (the "Notes") denominated in such currencies as may be agreed with the
Purchaser(s) (as defined below). The Notes will have maturities from one month to 30 years from the date of issue (except as
set out herein) and, subject as set out herein, the maximum aggregate nominal amount of all Notes from time to time
outstanding will not exceed EUR15,000,000,000 (or its equivalent in other currencies at the time of agreement to issue,
subject as further set out herein).
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 7 (each, a "Dealer"
and together, the "Dealers", which expressions shall include any additional Dealer appointed under this EUR15,000,000,000
Euro Medium Term Note Programme (the "Programme") from time to time). Notes may also be issued directly by the Issuer to
persons other than Dealers. Dealers and such other persons are referred to as "Purchasers".
This Information Memorandum and any supplement hereto does not comprise a Prospectus for the purposes of
Directive 2003/71/EC of the European Parliament and Council of 4th November, 2003, as amended (including amendments
thereto by the Directive 2010/73/EU to the extent such amendments have been implemented in a Member State of the
European Economic Area) (the "Prospectus Directive").
The Notes are securities which are in the manner set forth in the Articles of Association of KommuneKredit
unconditionally and irrevocably guaranteed by the members of KommuneKredit which comprise of kommuner (municipalities)
and regioner (regions) of the EU Member State Denmark and thus remain unaffected by the Prospectus Directive.
Application has been made to the Luxembourg Stock Exchange for the Notes to be issued under the Programme 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 for the period of 12 months from the date of this Information Memorandum. The Luxembourg
Stock Exchange's regulated market is a regulated market for the purposes of the Market and Financial Instruments Directive
(Directive 2004/39/EC). This Information Memorandum constitutes a prospectus for the purposes of Chapter 2, Part III of the
Luxembourg Law dated 10th July, 2005 on Prospectuses for Securities, as amended. Unlisted Notes and Notes listed on other
or additional stock exchanges may also be issued under the Programme.
The Programme has been rated Aaa/P-1 by Moody's Investors Service, Inc. ("Moody's") and AAA/A-1+ by Standard
& Poor's, Rating Services, a division of The McGraw Hill Companies, Inc. ("S&P"). Notes issued under the Programme may be
rated or unrated. When a tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the
Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension
cancellation, reduction or withdrawal at any time by the assigning rating agency.
Arranger
Deutsche Bank
Dealers
BNP PARIBAS
Citigroup
Daiwa Capital Markets Europe
Deutsche Bank
KommuneKredit
Morgan Stanley
Nomura
24 May, 2013
(This Information Memorandum replaces the Information Memorandum dated 31 May, 2012)
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The purpose of this Information Memorandum is to give information with regard to the Issuer
and the Notes. The Issuer has warranted to the Dealers that, inter alia, this Information Memorandum is
true and accurate in all material respects, does not contain any untrue statement of a material fact nor
omit to state any material fact known to the Issuer necessary to make the statements herein not
misleading and all reasonable enquiries have been made to ascertain such facts and to verify the
accuracy of all such statements. The Issuer accepts responsibility accordingly.
This Information Memorandum is to be read in conjunction with all the documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" on page
5). This Information Memorandum shall be read and construed on the basis that such documents are so
incorporated and form part of this Information Memorandum.
The Dealers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted
by the Dealers as to the accuracy or completeness of the financial information contained in this
Information Memorandum, or any other financial statements or any further information supplied in
connection with the Programme or the Notes. The Dealers accept no liability in relation to the financial
or other information contained in this Information Memorandum or any other financial statements or any
further information supplied in connection with the Programme or the Notes or their distribution. The
statements made in this paragraph are without prejudice to the responsibility of the Issuer under the
Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Information Memorandum or any other financial statements or
further information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or by any
of the Dealers.
Neither this Information Memorandum nor any other financial statements nor any further
information supplied in connection with the Programme or the Notes are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by the Issuer or
any of the Dealers that any recipient of this Information Memorandum or any other financial statements
or any further information supplied in connection with the Programme or the Notes should purchase any
of the Notes. Each investor contemplating purchasing Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer. None of this Information Memorandum, any other financial statements or any further information
supplied in connection with the Programme or the Notes constitute an offer or invitation by or on behalf
of the Issuer, the Dealers or any of them to any person to subscribe for or to purchase any of the Notes.
The delivery of this Information Memorandum does not at any time imply that the information
contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any
other financial statements or any further information supplied in connection with the Programme or the
Notes is correct as of any time subsequent to the date indicated in the document containing the same.
The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer or any of
its subsidiaries during the life of the Programme.
Investors should review, inter alia, the most recent financial statements of the Issuer when
deciding whether or not to purchase any of the Notes.
The Issuer and the Dealers do not represent that this document may be lawfully distributed, or
that the Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by
the Issuer or the Dealers which would permit a public offering of the Notes or distribution of this
document in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not
be offered or sold, directly or indirectly, and neither this Information Memorandum nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations and the
Dealers have represented that all offers and sales by them will be made on the same terms.
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The distribution of this Information Memorandum and the offer or sale of the Notes may be
restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum
or any Notes come must inform themselves about, and observe, any such restrictions. In particular,
there are restrictions on the distribution of this Information Memorandum and/or the offer or sale of the
Notes in the United States, France, the United Kingdom, Japan and Hong Kong (see "Subscription and
Sale" on page 67).
The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended, and include Notes in bearer form that 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
U.S. persons (see "Subscription and Sale" on page 67).
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, the applicable
rating(s) will be specified in the relevant Final Terms.
In this Information Memorandum, references to "DKK" and "Kroner" are to Danish kroner,
references to "" or "EUR" are to euro, references to "$", "U.S.$" and "U.S. dollars" are to United States
dollars, references to "£" and "Sterling" are to pounds Sterling and references to "yen" are to Japanese
yen.
In connection with the issue of any Tranche (as defined on page 18) of Notes, the Dealer or
Dealers (if any) named as stabilising dealer(s) (or persons acting on behalf of any stabilising dealer(s))
in the relevant Final Terms (as defined on page 6) may over-allot Notes or effect transactions with a view
to supporting the market price of the Notes at a higher level than that which might otherwise prevail.
However, there is no assurance that the stabilising dealer(s) (or persons acting on behalf of any
stabilising dealer(s)) will undertake stabilisation action. Any stabilising action may begin on or after the
date on which adequate public disclosure of the final terms of the offer of the relevant Tranche of 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 relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment shall be conducted by the stabilising
dealer(s) (or persons acting on behalf of any stabilising dealer(s)) in accordance with all applicable laws
and rules.
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TABLE OF CONTENTS
Clause
Page No
DOCUMENTS INCORPORATED BY REFERENCE.............................................................. 5
DESCRIPTION OF THE PROGRAMME ............................................................................... 6
SUMMARY OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES ...... 7
INVESTOR CONSIDERATIONS..........................................................................................12
FORM OF THE NOTES .......................................................................................................18
TERMS AND CONDITIONS OF THE NOTES ......................................................................33
USE OF PROCEEDS...........................................................................................................57
KOMMUNEKREDIT .............................................................................................................58
SUBSCRIPTION AND SALE................................................................................................67
GENERAL INFORMATION ..................................................................................................70
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Information Memorandum:
(1)
the published annual report for 2012 (which includes audited financial statements)
and, if published, the interim consolidated statement (which shall not be audited) of
the Issuer from time to time; and
(2)
all supplements to this Information Memorandum circulated by the Issuer from time
to time in accordance with the undertaking described below given by it in the
Programme Agreement (as defined in "Subscription and Sale" on page 67);
save that any statement contained herein or in a document all or the relative portion of which
is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of
this Information Memorandum to the extent that a statement contained in any such subsequent
document all or the relative portion of which is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement.
The Issuer will provide, without charge, to each person to whom a copy of this Information
Memorandum has been delivered, upon the oral or written request of any such person, a copy of any
or all of the documents which, or portions of which, are incorporated herein by reference. Written or
oral requests for such documents should be directed to the Issuer at its registered office set out at
the end of this Information Memorandum. In addition, such documents will be available, free of
charge, from the principal office in Luxembourg of KBL European Private Bankers S. A. in its
capacity as listing agent (the "Listing Agent") for the Listed Notes (as defined below).
The Issuer has given an undertaking in connection with the listing of the Notes on the
Luxembourg Stock Exchange to the effect that after the submission of this Information Memorandum
to the Luxembourg Stock Exchange and during the duration of the Programme it shall publish an
amendment, supplement or a new Information Memorandum as may be required by the rules of the
Luxembourg Stock Exchange in the event of any material adverse changes in the business, financial
condition or otherwise, of the Issuer and its subsidiaries set out in this Information Memorandum and
shall promptly supply to each Dealer and the Luxembourg Stock Exchange such number of copies of
the amendment, supplement or new Information Memorandum (as the case may be) as such Dealer
or the Luxembourg Stock Exchange may reasonably request.
The documents incorporated by reference are available for viewing at www.bourse.lu.
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DESCRIPTION OF THE PROGRAMME
The Issuer, subject to compliance with all relevant laws, regulations and directives, may, from time to
time, issue Notes denominated in such currencies as may be agreed with the relevant Purchaser(s).
The issue price, issue date, maturity date, nominal amount, interest rate (if any) applicable to a Note
and any other relevant provisions of such Note will be agreed between the Issuer and the relevant
Purchaser(s) at the time of agreement to issue and will be specified in the Final Terms (the "Final
Terms"), as more fully described under "Form of the Notes" which, with respect to each Tranche (as
defined on page 18) of Notes which is 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
(the "Listed Notes"), will be delivered to the EU regulated market of the Luxembourg Stock Exchange
on or before the date of issue of such Tranche.
Subject as set out herein, this Information Memorandum and any supplement hereto will only be valid
for listing Notes if the aggregate of the principal amount of those Notes and all Notes outstanding as
at the date of issue of those Notes did not exceed EUR15,000,000,000 (or its equivalent in the other
currencies specified herein) outstanding at any one time, calculated by reference to the Exchange
Rate prevailing at the Agreement Date (each as defined below) and otherwise on the basis specified
in "Form of the Notes". For the purpose of calculating the euro equivalent of the nominal amount of
Notes outstanding under the Programme from time to time, the euro equivalent of Notes
denominated in another Specified Currency (as defined under "Form of the Notes") shall be
determined as of the date of agreement to issue such Notes (the "Agreement Date") on the basis of
the Exchange Rate on such date. As used herein, the "Exchange Rate" against the euro for any
currency means the spot rate for the sale of the euro against the purchase of such currency in the
London foreign exchange market as quoted by any leading bank selected by the Issuer on the
Agreement Date.
The euro equivalent of Dual Currency Notes, Indexed Notes, Zero Coupon Notes or other Notes
issued at a discount or a premium shall be calculated in the manner specified above by reference to
the original nominal amount of any particular issue. The nominal amount of Partly Paid Notes will be
taken into account regardless of the amount of the subscription price paid.
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SUMMARY OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Information Memorandum and, in relation to the terms and
conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions
defined or used in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same
meaning in this summary:
Issuer:
KommuneKredit
Arranger:
Deutsche Bank AG, London Branch
Dealers:
BNP Paribas
Citigroup Global Markets Limited
Daiwa Capital Markets Europe Limited
Deutsche Bank AG, London Branch
KommuneKredit
Morgan Stanley & Co. International plc
Nomura International plc
Issuing and Principal
Paying Agent and
Agent Bank:
Citibank, N. A., London Branch.
VP LUX Agent:
KommuneKredit
Amount:
Up to EUR15,000,000,000 (or its equivalent in other currencies
calculated on the Agreement Date) outstanding at any one time. Under
the Programme the nominal amount of Notes outstanding may be
increased, subject to the satisfaction of certain conditions.
Description:
Continuously offered Euro Medium Term Note Programme.
Currencies:
Australian dollars, Canadian dollars, Danish kroner, euro, Hong Kong
dollars, Japanese yen, New Zealand dollars, Sterling, Swedish kronor,
Swiss francs and U. S. dollars and such other currency or currencies,
subject to compliance with all relevant laws, regulations and directives,
as may be agreed between the Issuer and the relevant Purchaser(s).
Maturities:
Any maturity between one month and 30 years. Notes issued under the
Programme will not have a minimum maturity which is less than the
minimum maturity, or a maximum maturity which is more than the
maximum maturity which may be allowed or required from time to time
by the relevant central bank (or equivalent body (however called)) or
any laws or regulations applicable to the relevant currency or
currencies.
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Redenomination:
If the Specified Currency of an issue of Notes is a currency of one of
the member states of the European Union which has not adopted the
euro, the Issuer may specify in the applicable Final Terms that such
Notes will include redenomination provisions for the redenomination of
the Specified Currency to euro, and if so specified, the wording of the
redenomination provisions will be set out in full in the applicable Final
Terms.
Issue Price:
Notes may be issued at par or at a discount to, or premium over, par
and either on a fully paid or partly paid basis.
Form of Notes:
The Notes will be issued (i) in bearer form, which may be in new global
note ("NGN") form or (ii) in uncertificated and dematerialised book-entry
form (the "VP LUX Notes") cleared through VP LUX, the Luxembourg
central securities depository ("VP LUX"), as described in "Form of the
Notes" below.
VP LUX Notes will not be evidenced by any physical note or document
of title. Entitlements to VP LUX Notes will be evidenced by the crediting
of VP LUX Notes to accounts with VP LUX.
Fixed Rate Notes:
Fixed rate interest will be payable in arrear (unless otherwise specified
in the applicable Final Terms) on such day(s) as agreed between the
Issuer and the relevant Purchaser(s).
Interest will be calculated on the basis of such Fixed Day Count
Fraction as may be specified in the applicable Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(i) on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating the 2006 ISDA Definitions (as published by
the International Swaps and Derivatives Association, Inc., and as
amended and updated as at the Issue Date of the first Tranche of the
Notes of the relevant Series); or
(ii) on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
(iii) on such other basis as may be agreed between the Issuer and the
relevant Purchaser.
The margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Purchaser for each Series of Floating Rate
Notes.
Change of Interest
Notes may be converted from one Interest Basis to another if so
Basis:
provided in the applicable Final Terms.
Interest Periods for
One, two, three, six or twelve months or such other period(s) as the
Floating Rate Notes:
Issuer and the relevant Purchaser(s) may agree (as indicated in the
applicable Final Terms).
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made
in such currencies, and based upon such rates of exchange, as the
Issuer and the relevant Purchaser(s) may agree (as indicated in the
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applicable Final Terms).
Indexed Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Indexed Notes will be calculated by
reference to such Index and/or Formula as the Issuer and the relevant
Purchaser(s) may agree (as indicated in the applicable Final Terms).
Indexed Notes which are (i) listed on the Eurolist of Euronext Paris or
(ii) placed in France must be issued in compliance with the "Principes
généraux concernant les communications à caractère promotionnel
relatives aux opérations d'appel public à l'épargne sur des instruments
financiers indexés ou ayant une composante optionnelle" from time to
time set by the Autorité des marchés financiers.
Zero Coupon Notes:
Zero Coupon Notes may be offered and sold at a discount to their
nominal amount and will not bear interest other than in relation to
interest due after the Maturity Date.
Equity-Linked
Equity-Linked Redemption Notes and Commodity-Linked Redemption
Redemption Notes
Notes will be redeemed, whether at maturity, early redemption or
and Commodity-
otherwise, in accordance with the provisions of the Conditions as
Linked Redemption
amended or varied by the information specified in the applicable Final
Notes:
Terms.
Redemption:
The Final Terms applicable to each Tranche of Notes will indicate either
that the Notes of that Tranche cannot be redeemed prior to their stated
maturity (other than in specified instalments (see below) or for taxation
reasons or following an Event of Default), or that such Notes will be
redeemable prior to such stated maturity at the option of the Issuer
and/or the holder(s) of such Notes upon giving not less than 30 nor
more than 60 days' irrevocable notice, or such other period as may be
indicated in the applicable Final Terms, to the relevant Noteholders or
the Issuer, on a date or dates specified prior to such stated maturity
and at a price or prices and on such other terms as may be indicated in
the applicable Final Terms.
The applicable Final Terms may provide that the Notes may be
redeemed in two or more instalments of such amounts and on such
dates and on such other terms as may be indicated in such Final
Terms. Any Notes in respect of which the issue proceeds are received
by the Issuer in the United Kingdom and which must be redeemed
before the first anniversary of their date of issue must (a) have a
minimum redemption value of £100,000 (or its equivalent in other
currencies) and be issued only to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business;
or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their
businesses or (b) be issued in other circumstances which do not
constitute a contravention of section 19 of the Financial Services and
Markets Act 2000 ("FSMA") by the Issuer.
Denominations of
Such denominations as may be agreed between the relevant Issuer
Definitive Notes:
and the relevant Purchaser(s) and as indicated in the applicable Final
Terms (provided that the minimum denomination for all Notes will be
that as may be allowed or required from time to time by the relevant
central bank (or equivalent body (however called)) or any laws or
regulations applicable to the relevant Specified Currency).
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Variation of Terms
The Issuer may agree with any Dealer(s) that Notes may be issued in a
and Conditions:
form not contemplated under "Terms and Conditions of the Notes". The
relevant Final Terms will describe the effect of the agreement reached
in relation to such Notes.
Taxation:
All payments by the Issuer in respect of the Notes will be made without
withholding or deduction (a) for or on account of Danish taxes, (b)
pursuant to an agreement described in Section 1471(b) of the U.S.
Internal Revenue Code of 1986 (the "Code") or otherwise imposed
pursuant to Sections 1471 through 1474 of the Code and any
regulations or agreements thereunder or, official interpretations thereof,
or law implementing an intergovernmental approach thereto ("FATCA"),
or (c) where such withholding or deduction is payable with respect to
any Indexed Notes and Equity-Linked Redemption Notes, and is
imposed on or with respect to the "dividend equivalent" payment
pursuant to section 871 or 881 of the Code, subject in each case to
exceptions and limitations provided in Condition 6 of the Terms and
Conditions of the Notes.
Status:
The Notes will be direct, unconditional and general obligations of the
Issuer and shall rank pari passu without any preference among
themselves and at least equally with all other unsecured indebtedness,
including guarantees and other obligations of a similar nature of the
Issuer (save to the extent that laws affecting creditors' rights generally
in a bankruptcy or winding-up may give preference to any of such other
unsecured obligations).
Negative Pledge:
The Issuer will not create or permit to subsist any mortgage, charge
pledge, lien or other form of encumbrance or security interest upon the
whole or any part of its property to secure any quoted debt, or any
guarantee of or indemnity in respect of any quoted debt and the Issuer
will procure that no other person gives any guarantee of, or indemnity in
respect of, any of its quoted debt unless, at the same time or prior
thereto, the Issuer's obligations under the Notes (i) are secured equally
and rateably therewith or benefit from a guarantee or indemnity in
substantially identical terms thereto, as the case may be, or (ii) have
the benefit of such other security, guarantee, indemnity or other
arrangement as shall be approved by an Extraordinary Resolution of
the Noteholders. The Issuer is not prevented from creating or having
outstanding any Security (i) on property purchased by the Issuer as
security for all or any part of the purchase price thereof, (ii) incurred in
the ordinary course of financial business or (iii) imposed by law and/or
by requirements from governmental authorities, the Central Bank of
Denmark or any other public authority provided that the borrowings (if
any) secured by such Security are not quoted debt.
Cross Default:
The Notes will contain a cross default in relation to the due payment of
any loan indebtedness in excess of U.S.$25,000,000 or its equivalent
of, or assumed or guaranteed by, the Issuer, if any such event has not
been cured within any applicable period of grace.
Rating:
The Programme has been rated Aaa/P-1 by Moody's Investors Service,
Inc. ("Moody's") and AAA/A-1+ by Standard & Poor's Rating Services, a
division of The McGraw Hill Companies, Inc. ("S&P"). Notes issued
under the Programme may be rated or unrated. When a tranche of
Notes is rated, such rating will not necessarily be the same as the
ratings assigned to the Programme. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to
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