Obligation Komunalbanken AS 0.045% ( AU3CB0207645 ) en AUD

Société émettrice Komunalbanken AS
Prix sur le marché 100 %  ⇌ 
Pays  Norvege
Code ISIN  AU3CB0207645 ( en AUD )
Coupon 0.045% par an ( paiement annuel )
Echéance 17/04/2023 - Obligation échue



Prospectus brochure de l'obligation Kommunalbanken As AU3CB0207645 en AUD 0.045%, échue


Montant Minimal 1 000 AUD
Montant de l'émission 850 000 000 AUD
Description détaillée Kommunalbanken AS est une banque norvégienne publique qui fournit des services financiers aux municipalités et aux autres entités du secteur public en Norvège.

L'Obligation émise par Komunalbanken AS ( Norvege ) , en AUD, avec le code ISIN AU3CB0207645, paye un coupon de 0.045% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/04/2023








Final Terms dated 22 November 2013
KOMMUNALBANKEN AS
Issue of
AUD50,000,000
4.50 per cent. Fixed Rate Medium Term Notes due 17 April 2023
(to be consolidated and form a single Series with the Issuer's existing AUD200,000,000 4.50 per cent.
Fixed Rate Medium Term Notes due 17 April 2023, issued on 17 April 2013, AUD100,000,000 4.50
per cent. Fixed Rate Medium Term Notes due 17 April 2023, issued on 8 August 2013,
AUD50,000,000 4.50 per cent. Fixed Rate Medium Term Notes due 17 April 2023, issued on 31
October 2013 and AUD50,000,000 4.50 per cent. Fixed Rate Medium Term Notes due 17 April 2023,
issued on 15 November 2013)

("Instruments")
UNDER THE PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth
in the Base Prospectus dated 18 April 2012 (the "Offering Document"). This document constitutes
the Final Terms of the Instruments described herein for the purposes of Article 5.4 of the Prospectus
Directive (Directive 2003/71/EC) (the "Prospectus Directive") and must be read in conjunction with
the Base Prospectus dated 18 April 2013 and the supplement to the base prospectus dated 13 August
2013 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the
Prospectus Directive, save as respect of the Conditions which are as set out in the Offering Document
and as amended by the Final Terms. Full information on the Issuer and the offer of the Instruments is
only available on the basis of the combination of these Final Terms and the Base Prospectus. The
Base Prospectus is available for viewing at Kommunalbanken AS, Haakon Vlls Gate 5b, 0110 Oslo
Norway and Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street,
London EC2N 2DB, United Kingdom, and the website of the Luxembourg Stock Exchange
(www.bourse.lu) and copies may be obtained from Kommunalbanken AS, Haakon Vlls Gate 5b, 0110
Oslo Norway and Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street,
London EC2N 2DB, United Kingdom.
Kommunalbanken AS is neither a bank nor an authorised deposit-taking institution which is
authorised under the Banking Act 1959 of Australia. The Instruments are not the obligations
of, nor guaranteed by, the Commonwealth of Australia.
1.
Issuer:
Kommunalbanken AS
2.
(i)
Series Number:
4414
(ii)
Tranche Number:
5
(to be consolidated and form a single Series with the
Issuer's existing AUD200,000,000 4.50 per cent. Fixed
Rate Medium Term Notes due 17 April 2023, issued on
17 April 2013, AUD100,000,000 4.50 per cent. Fixed
Rate Medium Term Notes due 17 April 2023, issued on 8
August 2013, AUD50,000,000 4.50 per cent. Fixed Rate
Medium Term Notes due 17 April 2023, issued on 31
October 2013 and AUD50,000,000 4.50 per cent. Fixed
Rate Medium Term Notes due 17 April 2023, issued on
15 November 2013)
3.
Specified Currency or
Australian dollars ("AUD")
11683622_3


Currencies:
4.
Aggregate Principal Amount:

(i)
Series:
AUD450,000,000
(ii)
Tranche:
AUD50,000,000
5.
Issue Price:
95.167 per cent. of the Aggregate Principal Amount
(including accrued interest of 40 days of AUD247,500 for
the period from and including 17 October 2013 to but
excluding 26 November 2013)
6.
Specified Denominations:
AUD1,000
7.
(i)
Issue Date:
26 November 2013
(ii)
Interest Commencement 17 October 2013

Date:
8.
Maturity Date:
17 April 2023
9.
Interest Basis:
4.50 per cent. Fixed Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest or
Not Applicable
Redemption / Payment Basis:
12.
Pull/Call Options:
Not Applicable
13.
Status of the Instruments:
Senior
14.
Method of distribution:
Non-Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Instrument
Applicable
Provisions
(i)
Rate of Interest:
4.50 per cent. per annum payable semi-annually in
arrear
(ii)
Interest Payment Date(s):
17 April and 17 October in each year, from and including
17 April 2014 to, and including the Maturity Date
(iii)
Fixed Coupon Amount:
AUD22.50 per Specified Denomination per Interest
Payment Date
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
RBA Bond Basis (i.e., one divided by the number of
Interest Payment Dates in a year (or where the
Calculation Period does not constitute an Interest Period,
the actual number of days in the Calculation Period
divided by 365 (or, if any portion of the Calculation
Period falls in a leap year, the sum of:
11683622_3
2


(a)
the actual number of days in that portion of the
Calculation Period falling in a leap year divided by
366; and
(b)
the actual number of days in that portion of the
Calculation Period falling in a non-leap year
divided by 365)).
(vi)
Business Day Convention: Following Business Day Convention
(vii)
Other terms relating to the
Not Applicable
method of calculating
interest for Fixed Rate
Instruments:
16.
Floating Rate Instrument
Not Applicable
Provisions
17.
Zero Coupon Instrument
Not Applicable
Provisions
18.
Index-Linked Interest
Not Applicable
Instrument/other variable-
linked interest Instrument
Provisions
19.
Dual Currency Instrument
Not Applicable
Provisions

PROVISIONS RELATING TO REDEMPTION
20.
Call Option
Not Applicable

21.
Put Option
Not Applicable

22.
Maturity Redemption Amount of As set out in the Conditions
each Instrument
23.
Early Redemption Amount

Early Redemption Amount(s) per
As set out in the Conditions
Calculation Amount payable on
redemption for taxation reasons
or on event of default or other
early redemption and/or the
method of calculating the same (if
required or if different from that
set out in the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS
24.
Form of Instruments:
Registered Instruments only
The Holders of the Instruments are entitled to the
benefit of, and are bound by and are deemed to have
notice of, the provisions of the Australian Registered
Instruments Deed Poll executed by the Issuer on 19
October 2009 ("Deed Poll") constituting the Instruments
and the form of which is attached as Appendix E to
these Final Terms. The Instruments will be Registered
11683622_3
3


Instruments for the purposes of the Conditions. A copy
of the Deed Poll may be inspected, without charge, at
the offices of the Registrar (as defined in the Deed Poll).
The Registrar will hold the original Deed Poll.
25.
New Global Instrument:
No
26.
Relevant Financial Centre(s) or
Sydney
other special provisions relating to
Payment Dates:
27.
Talons for future Coupons or
No
Receipts to be attached to
Definitive Bearer Instruments (and
dates on which such Talons
mature):
28.
Details relating to Partly Paid
Not Applicable
Instruments:
29.
Details relating to Instalment
Not Applicable
Instruments:
30.
Redenomination, renominalisation Not Applicable
and reconventioning provisions:
31.
Governing law:
New South Wales, Australia
32.
Other final terms:
As set out in Appendix A to these Final Terms
See also Appendices C and D to these Final Terms for
additional disclosures
DISTRIBUTION
33.
(i)
If syndicated, names and
Not Applicable
addresses of Managers:
(ii)
Date of Subscription
22 November 2013
Agreement
(iii)
Stabilising Manager(s) (if
Not Applicable
any):
34.
If non-syndicated, name and
The Toronto-Dominion Bank
address of Dealer:
60 Threadneedle Street
London EC2R 8AP
United Kingdom
35.
Total (underwriting and placing)
0.214 per cent. of the Aggregate Principal Amount
commission and concession:
36.
U.S. Selling Restrictions:
Reg. S Compliance, Category 2
37.
Non-exempt Offer:
Not Applicable
38.
Additional selling restrictions:
See the additional selling restrictions in Appendix B to
these Final Terms for restrictions on offers, invitations or
sales of Instruments in, or into, Australia
11683622_3
4




PART B - OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Listing:
Luxembourg
(ii)
Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Instruments to be admitted to trading on
the regulated market of the Luxembourg Stock Exchange
with effect from 26 November 2013.
The Issuer's existing AUD200,000,000 4.50 per cent.
Fixed Rate Medium Term Notes due 17 April 2023,
issued on 17 April 2013, AUD100,000,000 4.50 per cent.
Fixed Rate Medium Term Notes due 17 April 2023,
issued on 8 August 2013, AUD50,000,000 4.50 per cent.
Fixed Rate Medium Term Notes due 17 April 2023,
issued on 31 October 2013 and AUD50,000,000 4.50 per
cent. Fixed Rate Medium Term Notes due 17 April 2023,
issued on 15 November 2013 are listed on the official list
of the Luxembourg Stock Exchange and are admitted to
trading on the regulated market of the Luxembourg Stock
Exchange.
2.
RATINGS
Ratings:
The Programme pursuant to which the Instruments are to
be issued has been rated:
S & P: AAA
Moody's: Aaa
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person
involved in the offer of the Instruments has an interest material to the offer.
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
The net proceeds of the issue will be applied by the
Issuer to meet part of its general financing requirements
(ii)
Estimated net proceeds:
AUD47,724,000

(iii)
Estimated total
AUD4,000
expenses:
5.
Fixed Rate Instruments only - YIELD
Indication of yield:
5.155% semi-annual
The yield is calculated at the Issue Date on the basis of
the Issue Price. It is not an indication of future yield.
6.
OPERATIONAL INFORMATION
ISIN Code:
AU3CB0207645
Common Code:
091813106
11683622_3
6


Austraclear Series ID:
KOMB12
New Global Instrument intended
Not Applicable
to be held in a manner which
would allow Eurosystem eligibility:
Any clearing system(s) other than
The Issuer has applied to Austraclear Limited
Euroclear Bank SA/NV and
("Austraclear") for approval for the Instruments to be
Clearstream Banking Société
lodged in and traded on the settlement and clearing
Anonyme and the relevant
system operated by Austraclear ("Austraclear System").
identification number(s):
Such approval by Austraclear is not a recommendation or
endorsement by Austraclear of any Instruments.

On admission to the Austraclear System, interests in the
Instruments may be held through Euroclear Bank
S.A./N.V. as operator of the Euroclear System
("Euroclear") or Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). In these circumstances,
entitlements in respect of holdings of interests in the
Instruments in Euroclear would be held in the Austraclear
System by HSBC Custody Nominees (Australia) Limited
as nominee of Euroclear while entitlements in respect of
holdings of interests in the Instruments in Clearstream,
Luxembourg would be held in the Austraclear System by
a nominee of J.P. Morgan Chase Bank, N.A. as
custodian for Clearstream, Luxembourg.
The rights of a holder of interests in Instruments held
through Euroclear or Clearstream, Luxembourg are
subject to the respective rules and regulations for
accountholders
of
Euroclear
and
Clearstream,
Luxembourg, the terms and conditions of agreements
between Euroclear and Clearstream, Luxembourg and
their respective nominees and the rules and regulations
of the Austraclear System.

In addition, any transfer of interests in Instruments which
are held through Euroclear or Clearstream, Luxembourg
will, to the extent such transfer will be recorded on the
Austraclear System, be subject to the Corporations Act
2001 of Australia and the other requirements set out in
Condition 2 of the Instruments.
See also additional disclosure in Appendix D to these
Final Terms
Delivery:
Delivery against payment


Names and addresses of
BTA Institutional Services Australia Limited (ABN 48 002
additional Paying Agent(s) (if
916 396)
any):
Name and address of
Not Applicable
Luxembourg Intermediary Agent:


11683622_3
7



APPENDIX A
This is Appendix A to the Final Terms dated 22 November 2013 and sets out certain
amendments to the terms and conditions of the Instruments
CONDITIONS OF THE INSTRUMENTS
The following provisions supplement, modify and/or replace the terms and conditions as set out in the
section entitled "Terms and Conditions of the Instruments" of the Base Prospectus dated 18 April 2012
("Conditions") in respect of the Instruments only.
References below:
(i)
to particular numbered Conditions shall be construed as a reference to the corresponding
provision in the Conditions; and
(ii)
in the Conditions, as so supplemented, modified and/or replaced by the Final Terms, to
"Instruments" and "Registered Instruments" shall be construed as references to the
Instruments and references to "Bearer Instruments" will not apply.
DEFINITIONS
These meanings apply in these Final Terms, the Deed Poll and the Conditions:
Agency and Registry Services Agreement means the agency services agreement between
the Issuer, the Registrar and the Paying Agent dated 20 June 2001;
Austraclear means Austraclear Limited (ABN 94 002 060 773) as operator of the Austraclear
System;
Austraclear Regulations means the regulations known as the "Austraclear Regulations"
established by Austraclear (as amended or replaced from time to time) to govern the use of
the Austraclear System;
Austraclear System means the system operated by Austraclear for holding securities and the
electronic recording and settling of transactions in those securities between participants of that
system;
Business Day means a day (other than a Saturday or a Sunday or public holiday) on which
commercial banks are open for general banking business in Sydney;
Deed Poll means the deed poll dated 19 October 2009 executed by the Issuer;
Holder means a person whose name is, for the time being, entered in the Register as the
holder of the Instrument or, where the Instrument is owned jointly by one or more persons, the
persons whose names appear in the Register as the joint owners of that Instrument (and
where an Instrument is entered into the Austraclear System, includes Austraclear acting on
behalf of the Austraclear System);
Paying Agent means BTA Institutional Services Australia Limited (ABN 48 002 916 396);
Record Date means, in the case of payments of principal or interest, the date falling 8
calendar days before each Interest Payment Date and the Maturity Date (as the case may
be);
Register means the register of Holders established and maintained by or on behalf of the
Issuer in which is entered the names and addresses of Holders whose Instruments are carried
on that register, the amount of Instruments held by each Holder and the date of transfer of
those Instruments, and any other particulars which the Issuer and/or the Registrar sees fit;
11683622_3
8



Registrar means BTA Institutional Services Australia Limited (ABN 48 002 916 396); and
Withdraw has the meaning given in the Austraclear Regulations.
AMENDMENTS TO CONDITIONS
PREAMBLE
The Instruments are constituted by the Deed Poll and inscribed in the Register pursuant to the
Agency and Registry Services Agreement. The Issue and Paying Agency Agreement and Deed
of Covenant will not apply to the Instruments. Copies of the Deed Poll and Agency and Registry
Services Agreement are available for inspection during normal business hours at the specified
office of the Issuer and the Registrar. All persons from time to time entitled to the benefit of
obligations under any Instrument shall be deemed to have notice of, and shall be bound by, all
the provisions of the Deed Poll and the Agency and Registry Services Agreement insofar as
they relate to the Instruments.
All references to the "Issue and Paying Agent" shall, in respect of the Instruments be read as
references to "the Registrar and the Paying Agent" and, where any notice or other action is
required to be given to, or taken in respect of, the Issue and Paying Agent, such notice or action
may be given to either the Registrar or the Paying Agent unless expressly specified otherwise in
these Conditions.
Condition 1: Form and Denomination
Condition 1.1 shall be replaced by the following:
"Instruments are in registered uncertificated form and are not exchangeable for bearer
Instruments."
Conditions 1.2, 1.3 and 1.4 shall not apply.
CONDITION 2: TITLE AND TRANSFER
Condition 2.1 does not apply.
Conditions 2.4 through 2.9 shall be replaced by the following:
"2.4
The Instruments are debt obligations of the Issuer owing under the Deed Poll and take
the form of entries in the Register. Each entry in the Register constitutes a separate
and individual acknowledgment to the relevant Holder of the indebtedness of the Issuer
to the relevant Holder.
2.5
The obligations of the Issuer in respect of each Instrument constitute separate and
independent obligations which the Holder to whom those obligations are owed is
entitled to enforce without having to join any other Holder or any predecessor in title of a
Holder.
2.6
No certificate or other evidence of title will be issued by or on behalf of the Issuer to
evidence title to an Instrument unless the Issuer determines that certificates should be
made available or it is required to do so pursuant to any applicable law or regulation.
2.7
Entries in the Register in relation to an Instrument constitute conclusive evidence that
the person so entered is the registered owner of the Instrument subject to rectification
for fraud or error. No Instrument will be registered in the name of more than four
persons. An Instrument registered in the name of more than one person is held by
those persons as joint tenants. Instruments will be registered by name only without
reference to any trusteeship. The person registered in the Register as a Holder of an
Instrument will be treated by the Issuer and the Registrar as absolute owner of that
11683622_3
9



Instrument and neither the Issuer nor the Registrar is, except as ordered by a court or
as required by statute, obliged to take notice of any other claim to an Instrument.
2.8
Upon a person acquiring title to any Instrument by virtue of becoming registered as the
owner of that Instrument, all rights and entitlements arising by virtue of the Deed Poll in
respect of that Instrument vest absolutely in the registered owner of the Instrument,
such that no person who has previously been registered as the owner of the Instrument
has or is entitled to assert against the Issuer or the Registrar or the registered owner of
the Instrument for the time being and from time to time any rights, benefits or
entitlements in respect of the Instrument;
2.9
The Register will be established and maintained in Sydney, New South Wales unless
otherwise agreed between the Issuer and the Registrar.
2.10
Any provision of these Conditions which applies to Instruments and Coupons as a
consequence of such Instruments and/or Coupons being issued in bearer form shall not
apply to the Instruments.
2.11
Instruments may be transferred in whole but not part.
2.12
Instruments may only be transferred:
(i)
in or into Australia if the consideration payable by the transferee at the time of
transfer is at least A$500,000 (or its equivalent in other currencies and
disregarding moneys lent by the offeror or its associates) and the offer or
transfer giving rise to the transfer does not constitute an offer or invitation for
which disclosure is required to be made to investors pursuant to Part 6D.2 or
Chapter 7 of the Corporations Act 2001 of Australia ("Corporations Act"); and
(ii)
in all cases, if the transfer is in compliance with the laws of the jurisdiction in
which the transfer takes place (including that the offer or invitation is not made
to a person who is a "retail client" within the meaning of section 761G of the
Corporations Act).
2.13
Unless lodged in the Austraclear System, the Instruments will be transferable by duly
completed and (if applicable) stamped transfer and acceptance forms in the form
specified by, and obtainable from, the Registrar or by any other method approved by the
Issuer and the Registrar. Each transfer and acceptance form must be accompanied by
such evidence (if any) as the Registrar may require to prove the title of the transferor or
the transferor's right to transfer the Instrument and be signed by both the transferor and
the transferee. Instruments entered in the Austraclear System will be transferable only
in accordance with the Austraclear Regulations. The transferor of a Instrument is
deemed to remain the Holder of that Instrument until the name of the transferee is
entered in the Register in respect of that Instrument. Transfers will not be registered
later than 8 days prior to the Maturity Date of the Instrument.
2.14
Transfers will be registered without charge provided taxes, duties or other governmental
charges (if any) imposed in relation to the transfer have been paid.
2.15
A person becoming entitled to an Instrument as a consequence of the death or
bankruptcy of a Holder or of a vesting order or a person administering the estate of a
Holder may, upon producing such evidence as to that entitlement or status as the
Registrar considers sufficient, transfer the Instrument or, if so entitled, become
registered as the Holder of the Instrument.
2.16
Instruments may only be transferred between persons in a jurisdiction or jurisdictions
other than Australia if a transfer and acceptance form is signed outside Australia and
the transfer is in compliance with the laws of the jurisdiction in which the transfer takes
place.
2.17
A transfer to an unincorporated association is not permitted.
11683622_3
10