Obligation DNB Boligfinans 0% ( NO0010503931 ) en NOK

Société émettrice DNB Boligfinans
Prix sur le marché 100 %  ⇌ 
Pays  Norvege
Code ISIN  NO0010503931 ( en NOK )
Coupon 0%
Echéance 29/09/2017 - Obligation échue



Prospectus brochure de l'obligation DNB Boligkreditt NO0010503931 en NOK 0%, échue


Montant Minimal 500 000 NOK
Montant de l'émission 19 500 000 000 NOK
Description détaillée DNB Boligkreditt est une société de crédit hypothécaire norvégienne, filiale de DNB, l'un des plus grands groupes financiers de Norvège, offrant des prêts hypothécaires résidentiels aux particuliers et aux entreprises.

L'Obligation émise par DNB Boligfinans ( Norvege ) , en NOK, avec le code ISIN NO0010503931, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/09/2017







BASE PROSPECTUS
DnB NOR BOLIGKREDITT AS
(incorporated in Norway)
g25,000,000,000
Covered Bond Programme
Under this c25,000,000,000 Covered Bond Programme (the ``Programme''), DnB NOR Boligkreditt AS (the ``Issuer'') may
from time to time issue covered bonds issued in accordance with Act No. 40 of 10 June 1988 on Financing Activity and
Financial Institutions, Chapter 2, Sub-Chapter IV and appurtenant regulations (``Covered Bonds'') denominated in any
currency agreed between the Issuer and the relevant Dealer (as defined below).
Covered Bonds may be issued in bearer form (``Bearer Covered Bonds''), registered form (``Registered Covered Bonds'')
or uncertificated and dematerialised book entry form cleared through the Norwegian Central Securities Depository, the
Verdipapirsentralen (``VPS''), VP Securities Services (Værdipapircentralen A/S), the Danish central securities depository
(``VP''), Nordic Central Securities Depository (NCSD Systems Aktiebolag), the Swedish central securities depository (``VPC'')
and/or any other clearing system as may be specified in the applicable Final Terms (together the ``VP Systems Covered
Bonds'').
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not
exceed c25,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the
restrictions applicable at the date of this Prospectus relating to the maturity of certain Covered Bonds is set out in
``Summary ­ Maturities''.
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under ``Summary ­
Dealers'' below and any additional Dealer appointed under the Programme from time to time, which appointment may be for
a specific issue or on an ongoing basis (each a ``Dealer'' and together the ``Dealers''). References in this Prospectus to the
``relevant Dealer'' shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed by more than one
Dealer, be to all Dealers agreeing to subscribe such Covered Bonds.
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 10th July, 2005 relating to prospectuses for securities (loi relative aux
prospectus pour valeurs mobilieres) for the approval of this document as a base prospectus for the purposes of Article 5.4
of Directive 2003/71/EC (the ``Prospectus Directive''). Application has also been made to the Luxembourg Stock Exchange
for Covered Bonds issued under the Programme (other than VP Systems Covered Bonds) during the period of 12 months
from the date of this Prospectus 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 Covered Bonds being ``listed''
(and all related references) shall mean that such Covered Bonds are intended to be admitted to trading on the Luxembourg
Stock Exchange's regulated market and are intended to be 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 2004/39/EC of the
European Parliament and of the Council on markets in financial instruments of 21 April 2004 (the ``Markets in Financial
Instruments Directive'').
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue
price of Covered Bonds and any other terms and conditions not contained herein which are applicable to each Tranche (as
defined under ``Terms and Conditions of the Covered Bonds'') of Covered Bonds will be set forth in a Final Terms
document (``Final Terms'') which, with respect to Covered Bonds to be listed on the Luxembourg Stock Exchange, will be
filed with the CSSF.
The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also
issue Covered Bonds which are not listed or admitted to trading on any market.
The Covered Bonds issued under the Programme are expected to be assigned an ``AAA'' rating by Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies Inc. (``Standard & Poor's''), an ``Aaa'' rating by Moody's
Investors Service Limited (``Moody's'') and a ``AAA'' rating by Fitch Ratings Limited (``Fitch''). However, the Issuer may also
issue covered bonds which are unrated or rated below ``AAA'' by Standard & Poor's, ``Aaa'' by Moody's and ``AAA'' by Fitch.
Details of the ratings of the Covered Bonds will be specified in the applicable Final Terms. 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.
The Issuer may agree with any Dealer that Covered Bonds may be issued in a form not contemplated by the Terms and
Conditions of the Covered Bonds herein, in which event a supplement to the Prospectus, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Covered Bonds.
Prospective investors should have regard to the factors described under the section ``Risk Factors'' in this Prospectus.
Arranger
Barclays Capital
Dealers
Barclays Capital
BNP PARIBAS
Credit Suisse
Deutsche Bank
DnB NOR Bank
Dresdner Kleinwort
DZ BANK AG
JP Morgan
Norddeutsche Landesbank
The Royal Bank of Scotland
UBS Investment Bank
Girozentrale
UniCredit Group (HVB)
The date of this Prospectus is 20 June 2008


This Prospectus constitutes a base prospectus (the ``Prospectus'') for the purposes of
Article 5.4 of the Prospectus Directive.
The Issuer (the ``Responsible Person'') 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.
Copies of Final Terms relating to Covered Bonds which are admitted to trading on the
Luxembourg Stock Exchange's regulated market will be available on the website of the
Luxembourg Stock Exchange at www.bourse.lu and from the registered office of the Issuer
and the specified offices of the Paying Agents (as defined below) for the time being in
London and Luxembourg.
This Prospectus is to be read in conjunction with all documents which are deemed to
be incorporated herein by reference (see ``Documents Incorporated by Reference'' below).
This Prospectus shall be read and construed on the basis that such documents are
incorporated and form part of this Prospectus.
To the fullest extent permitted by law, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Dealers or
the Arranger as to the accuracy or completeness of the information contained in this
Prospectus or any other information provided by the Issuer in connection with the
Programme or the Covered Bonds or their distribution. The Arranger and each Dealer
accordingly disclaim all and any liability whether arising in tort or contract or otherwise
which it might otherwise have in respect of this Prospectus or any other information
provided by the Issuer in connection with the Programme and the Covered Bonds. The
statements made in this paragraph are made without prejudice to the responsibility of the
Issuer under the Programme.
No person is or has been authorised by the Issuer, the Dealers or the Arranger to give
any information or to make any representation not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme or the
Covered Bonds 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 Dealers or the Arranger.
Neither this Prospectus nor any other information supplied in connection with the
Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation or constituting an invitation or
offer by the Issuer, any of the Dealers or the Arranger that any recipient of this Prospectus
or any other information supplied in connection with the Programme or any Covered Bonds
should purchase any Covered Bonds. Each investor contemplating purchasing any Covered
Bonds should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any
other information supplied in connection with the Programme or the issue of any Covered
Bonds constitutes an offer by or on behalf of the Issuer, any of the Dealers or the Arranger
to any person to subscribe for or to purchase any Covered Bonds.
The delivery of this Prospectus 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 information supplied in connection with the Programme is correct as of
any time subsequent to the date indicated in the document containing the same. The
Dealers and the Arranger expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme. Investors should review, inter alia, the
documents deemed incorporated herein by reference when deciding whether or not to
purchase any Covered Bonds.
The Covered Bonds have not been, and will not be, registered under the Securities
Act, and 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) except in
accordance with Regulation S under the Securities Act of 1933, as amended (the ``Securities
Act'') or pursuant to an exemption from the registration requirements of the Securities Act.
2


The distribution of this Prospectus and the offer or sale of Covered Bonds may be
restricted by law in certain jurisdictions. None of the Issuer, the Dealers and the Arranger
represents that this document may be lawfully distributed, or that any Covered Bonds may
be lawfully offered, in compliance with any applicable registration or other requirements in
any such 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, the Dealers or the Arranger which would permit a public offering
of any Covered Bonds outside Luxembourg or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no Covered Bonds may
be offered or sold, directly or indirectly, and neither this Prospectus 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. Persons into whose possession this Prospectus or any Covered Bonds come must
inform themselves about, and observe, any such restrictions. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of Covered Bonds in
the United States, the European Economic Area, the United Kingdom, Norway, The
Netherlands and Japan (see ``Subscription and Sale'' below).
The Bearer Covered Bonds of each Tranche will initially be represented by a temporary
global Covered Bond in bearer form (a ``Temporary Bearer Global Covered Bond'') which
will (i) if the global Covered Bonds are intended to be issued in new global Covered Bond
(``NGCB'') form, as specified in the applicable Final Terms, be delivered on or prior to the
original issue date of the Tranche to a common safekeeper (the ``Common Safekeeper'') for
Euroclear
Bank
SA/NV
(``Euroclear'')
and
Clearstream
Banking,
socie´te´
anonyme
(``Clearstream, Luxembourg''); and (ii) if the global Covered Bonds are not intended to be
issued in NGCB form, be delivered on or prior to the original issue date of the Tranche to a
common
depositary
(the
``Common
Depositary'')
for
Euroclear
and
Clearstream,
Luxembourg. The Temporary Bearer Global Covered Bond will be exchangeable, as
specified in the applicable Final Terms, for either a permanent global Covered Bond in
bearer
form
(a
``Permanent
Bearer
Global
Covered
Bond'')
or,
in
certain
limited
circumstances, Bearer Covered Bonds in definitive form, in each case upon certification as
to non-U.S. beneficial ownership as required by U.S. Treasury regulations. The applicable
Final Terms will specify that a Permanent Bearer Global Covered Bond either (i) is
exchangeable (in whole but not in part) for definitive Covered Bonds upon not less than 60
days' notice or (ii) is only exchangeable (in whole but not in part) for definitive Covered
Bonds following the occurrence of an Exchange Event (as defined under ``Form of the
Covered Bonds''), all as further described in ``Form of the Covered Bonds'' below. Bearer
Covered Bonds are subject to U.S. tax law requirements, and, subject to certain exceptions,
may not be offered, resold or delivered within the United States to, or for the account or
benefit of, U.S. persons. See ``Subscription and Sale'' below.
Unless otherwise provided with respect to a particular Series (as defined under ``Terms
and Conditions of the Covered Bonds'') of Registered Covered Bonds, the Registered
Covered Bonds of each Tranche of such Series sold outside the United States in reliance
on Regulation S under the Securities Act will be represented by a permanent global
Covered Bond in registered form, without interest coupons (a ``Reg. S Global Covered
Bond''), deposited with a custodian for, and registered in the name of a nominee of, The
Depository Trust Company (``DTC'') for the accounts of Euroclear and Clearstream,
Luxembourg for the accounts of their respective participants. Prior to expiry of the period
that ends 40 days after completion of the distribution of each Tranche of Covered Bonds,
as certified by the relevant Dealer, in the case of a non-syndicated issue, or the lead
manager, in the case of a syndicated issue (the ``Distribution Compliance Period''),
beneficial interests in the Reg. S Global Covered Bond may not be offered or sold to, or for
the account or benefit of, a U.S. person except in accordance with Rule 144A, Rule 903 or
904 of Regulation S or pursuant to another applicable exemption from the registration
requirements of the Securities Act. The Registered Covered Bonds of each Tranche of such
Series sold in private transactions to qualified institutional buyers (``QIBs'') within the
meaning of Rule 144A under the Securities Act will be represented by a restricted
permanent global covered bond in registered form, without interest coupons (a ``Restricted
Global Covered Bond'', and, together with a Reg. S. Global Covered Bond, ``Registered
3


Global Covered Bonds''), deposited with a custodian for, and registered in the name of a
nominee of, DTC. Registered Covered Bonds in definitive form will, at the request of the
holder (save to the extent otherwise indicated in the applicable Final Terms), be issued in
exchange for interests in the Registered Global Covered Bonds upon compliance with the
procedures for exchange as described in ``Form of the Covered Bonds''.
Each Tranche of VP Systems Covered Bonds will be issued in uncertificated and
dematerialised book entry form, as more fully described under ``Form of the Covered
Bonds'' below. On or before the issue date of each Tranche of VP Systems Covered Bonds
entries may be made with the VPS, VP or VPC (as the case may be) to evidence the debt
represented by such VP Systems Covered Bonds to accountholders with the VPS, VP or
VPC (as the case may be). VP Systems Covered Bonds will be issued in accordance with
the laws and regulations applicable to such VP Systems Covered Bonds from time to time.
Registered Covered Bonds may be offered and sold in the United States exclusively to
persons reasonably believed by the Dealers to be QIBs (as defined herein). Each U.S.
purchaser of Registered Covered Bonds is hereby notified that the offer and sale of any
Registered Covered Bonds to it may be made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A under the Securities
Act.
The Issuer has agreed that, for so long as any Covered Bonds are ``restricted
securities'' within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will,
during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934 (the ``Exchange Act'') nor exempt from reporting pursuant to Rule
12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities
or to any prospective purchaser of such restricted securities designated by such holder or
beneficial owner upon the request of such holder, beneficial owner or prospective
purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities
Act. Registered Covered Bonds are not transferable to other holders within the United
States except upon satisfaction of certain conditions as described under ``Subscription and
Sale''.
The Covered Bonds have not been recommended by or approved or disapproved by
the United States Securities and Exchange Commission (the ``SEC'') or any other federal or
state securities commission in the United States nor has the SEC or any other federal or
state securities commission confirmed the accuracy or determined the adequacy of this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
The Covered Bonds are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under applicable federal or state securities laws
pursuant to a registration statement or an exemption from registration. Investors should be
aware that they may be required to bear the financial risks of this investment for an
indefinite period of time.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY
OF
STATE
HAS
PASSED
IN
ANY
WAY
UPON
THE
MERITS
OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CLIENT
ANY
REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
4


All references in this document to ``U.S. dollars'', ``U.S.$'' and ``$'' refer to United
States dollars, those to ``NOK'' refer to Norwegian kroner, those to ``DKK'' refer to Danish
kroner, those to ``SEK'' refer to Swedish kronor, those to ``Yen'' refer to Japanese yen,
those to ``Sterling'' and ``£'' refer to pounds sterling and those to ``euro'' and ``g'' refer to
the currency introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty on European Union, as amended.
5


DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have previously been published and have been filed with the
CSSF, shall be incorporated in, and form part of, this Prospectus:
(a)
the audited annual financial statements of the Issuer for each of the financial years ended 31
December 2005, 31 December 2006 and 31 December 2007, including the information set out
at the following pages of the Issuer's `Annual Report 2005', `Annual Report 2006' and `Annual
Report 2007'. The audited annual financial statements of the Issuer for the years ended 31
December 2005 and 31 December 2006 were prepared in accordance with generally
accepted accounting principles in Norway. The audited annual financial statements of the
Issuer for the year ended 31 December 2007 were prepared in accordance with simplified
application of International Financial Reporting Standards according to the Norwegian Ministry
of Finance's regulations on Annual Accounts Section 1-5 (``Norwegian IFRS Regulations''):
2005
2006
2007
Profit and loss accounts
page 6
page 6
page 6
Balance sheets
page 7
page 7
page 7
Cashflow statements
page 8
page 8
page 9
Accounting policies and explanatory notes
pages 9-15
pages 9-20
pages 11-35
Auditors' report
page 16
page 21
page 36
(b)
the unaudited interim financial statements of the Issuer as at, and for the period ended, 31
March 2008, prepared in accordance with Norwegian IFRS Regulations, including the
information set out at the following pages of the Issuer's `First Quarter Report 2008':
Income statements
page 5
Balance sheets
page 5
Accounting policies and explanatory notes
pages 9-14
Any other information not listed above but contained in such document is incorporated by
reference for information purposes only.
Following the publication of this Prospectus a supplement to the Prospectus may be prepared
by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive.
Statements contained in any such supplement (or contained in any document incorporated by
reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise),
be deemed to modify or supersede statements contained in this Prospectus or in a document
which is incorporated by reference in this Prospectus. 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 can be obtained from the
Luxembourg Stock Exchange's website at www.bourse.lu and, upon request, free of charge, from
the registered office of the Issuer and the specified offices of the Paying Agents for the time being
in London and Luxembourg.
In the event of any significant new factor arising or any material mistake or inaccuracy
relating to the information included in this Prospectus which is capable of affecting the assessment
of any Covered Bonds or any change in the condition of the Issuer which is material in the context
of the Programme or the issue of any Covered Bonds, the Issuer will prepare and publish a
supplement to this Prospectus or publish a new prospectus for use in connection with any
subsequent issue of Covered Bonds. Furthermore, the Issuer has undertaken to the Dealers in the
Programme Agreement (as defined in ``Subscription and Sale'') that it will, in connection with the
listing of the Covered Bonds on the Luxembourg Stock Exchange, so long as any Covered Bond
remains outstanding and listed on such exchange, in the event of any material adverse change in
the financial condition of the Issuer which is not reflected in this Prospectus, prepare and publish a
further supplement to this Prospectus or publish a new prospectus for use in connection with any
subsequent issue of the Covered Bonds to be listed on the Luxembourg Stock Exchange.
6


CONTENTS
Page
SUMMARY
8
..........................................................................................................................
RISK FACTORS
14
.................................................................................................................
GENERAL DESCRIPTION OF THE PROGRAMME
21
..........................................................
FORM OF THE COVERED BONDS
22
..................................................................................
FORM OF FINAL TERMS
25
..................................................................................................
DTC INFORMATION ­ REGISTERED COVERED BONDS
40
..............................................
TERMS AND CONDITIONS OF THE COVERED BONDS
42
................................................
SUMMARY OF NORWEGIAN LEGISLATION RELATING TO COVERED BONDS
69
..........
THE ISSUER COVER POOL
73
.............................................................................................
SUMMARY OF KEY TRANSACTION DOCUMENTS
74
........................................................
USE OF PROCEEDS
79
.........................................................................................................
DESCRIPTION OF THE ISSUER
80
.......................................................................................
SHAREHOLDERS, MANAGEMENT AND EMPLOYEES
83
...................................................
DESCRIPTION OF THE DNB NOR GROUP
84
.....................................................................
THE NORWEGIAN HOUSING MORTGAGE MARKET
87
.....................................................
TAXATION
91
..........................................................................................................................
SUBSCRIPTION AND SALE
101
..............................................................................................
GENERAL INFORMATION
105
.................................................................................................
GLOSSARY
107
........................................................................................................................
In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers
(if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Covered Bonds or effect
transactions with a view to supporting the market price of the Covered Bonds 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 relevant Tranche of Covered
Bonds 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 Covered Bonds and 60
days after the date of the allotment of the relevant Tranche of Covered Bonds. Any
stabilisation action or over-alloment shall be conducted in accordance with all applicable
laws and rules.
7


SUMMARY
The following is a brief summary only and should be read in conjunction with the rest
of this Prospectus and, in relation to any Covered Bond, in conjunction with the applicable
Final Terms and, to the extent applicable, the Terms and Conditions of the Covered Bonds
set out herein. Any decision to invest in the Covered Bonds should be based on a
consideration of the Prospectus as a whole, including the documents incorporated by
reference. Following the implementation of the relevant provisions of the Prospectus
Directive in each Member State of the European Economic Area, no civil liability will attach
to the Responsible Person 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 a Member State of the
European Economic Area, the plaintiff may, under the national legislation of the Member
State where the claim is brought, be required to bear the costs of translating the
Prospectus before the legal proceedings are initiated.
Information relating to the Issuer:
Description:
DnB NOR Boligkreditt AS, a limited company incorporated under
the laws of the Kingdom of Norway and originally established as a
finance company on 14 June 2003 with registration number
985 621 551. The registered office of the Issuer is at
Kirkegaten 21 c/o DnB NOR Bank ASA N-0021 Oslo Norway.
The telephone number of the Issuer is + 47 91503000. On 9 May
2007, the Issuer was granted licence to become a mortgage
credit institution by the Norwegian Financial Supervisory
Authority.
Business of the Issuer:
The Issuer specialises in mortgage lending in Norway. The Issuer
is incorporated and domiciled in Norway and is a member of the
DnB NOR group (the ``Group''), Norway's largest financial
services group.
Information relating to the Programme
Description:
Covered Bond Programme
Arranger:
Barclays Bank Plc
Dealers:
Barclays Bank Plc
BNP Paribas
Credit Suisse Securities (Europe) Limited
Deutsche Bank Aktiengesellschaft
DnB NOR Bank ASA
Dresdner Bank Aktiengesellschaft
DZ Bank AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
J. P. Morgan Securities Ltd.
Norddeutsche Landesbank Girozentrale
The Royal Bank of Scotland plc
UBS Limited
Unicredit (HVB)
Fiscal Agent, Transfer Agent and
Citibank, N.A.
Exchange Agent:
Registrar:
Citigroup Global Markets Deutschland AG & Co. KGaA
Luxembourg Paying Agent:
Deutsche Bank (Luxembourg) S.A.
VPS Account Manager:
DnB NOR Bank ASA, Verdipapirservice
VP Systems Account Manager:
DnB NOR Bank ASA, Verdipapirservice in its capacity as the VPS
Account Manager and/or any other agent appointed by the Issuer
from time to time in relation to the VP Systems Covered Bonds.
8


Size:
Up to c25,000,000,000 (or its equivalent in other currencies
calculated as described in ``General Description of the
Programme'') outstanding at any time. The Issuer may increase
the amount of the Programme in accordance with the terms of the
Programme Agreement.
Distribution:
Covered Bonds may be distributed by way of private or public
placement and in each case on a syndicated or non-syndicated
basis.
Currencies:
Euro, Sterling, U.S. dollars, Yen, Norwegian kroner, Danish
kroner, Swedish kronor and, subject to any applicable legal or
regulatory restrictions and any applicable reporting requirements,
any other currency agreed between the Issuer and the relevant
Dealer (each a ``Specified Currency'').
Redenomination:
The applicable Final Terms may provide that certain Covered
Bonds may be redenominated in euro.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity as agreed between the Issuer and the
relevant Dealer(s).
Issue Price:
Covered Bonds may be issued on a fully-paid or a partly-paid
basis and at an issue price which is at par or at a discount to, or
premium over, par.
Form of Covered Bonds:
The Covered Bonds will be issued in bearer form, registered form
or, in the case of VP Systems Covered Bonds, uncertificated and
dematerialised book entry form, as described in ``Form of
Covered Bonds'' below. VP Systems Covered Bonds will not be
evidenced by any physical covered bond or document of title.
Entitlements to VP Systems Covered Bonds will be evidenced by
the crediting of VP Systems Covered Bonds to accounts with the
relevant VPS, VP or VPC (as the case may be).
Each Tranche of Bearer Covered Bonds will be initially
represented by a Temporary Bearer Global Covered Bond
which will (i) if the global Covered Bonds are intended to be
issued in NGCB form, as specified in the applicable Final Terms,
be delivered on or prior to the Issue Date to a Common
Safekeeper for Euroclear and Clearstream, Luxembourg; and
(ii) if the global Covered Bonds are not intended to be issued in
NGCB form, be delivered on or prior to the Issue Date to a
Common
Depositary
for
Euroclear
and
Clearstream,
Luxembourg. The Temporary Bearer Global Covered Bond will
be exchangeable, as specified in the applicable Final Terms, for
either a Permanent Bearer Global Covered Bond or Bearer
Covered Bonds in definitive form, in each case upon certification
as to non-U.S. beneficial ownership as required by U.S. Treasury
regulations.
Bearer Covered Bonds will not be exchangeable for Registered
Covered Bonds and vice versa.
Clearing Systems:
Euroclear, Clearstream, Luxembourg, DTC, VP, VPS and/or VPC
and/or, in relation to any Tranche of Covered Bonds, any other
clearing system as may be specified in the relevant Final Terms.
Status of the Covered Bonds:
The Covered Bonds are unsubordinated obligations issued in
accordance with Act No. 40 of 10 June 1988 on Financing Activity
and Financial Institutions, Chapter 2, Sub-chapter IV and
appurtenant regulations (the ``Financial Institutions Act'') and
rank pari passu among themselves and with all other obligations
of the Issuer that have been provided the same priority as debt
instruments issued pursuant to the Financial Institutions Act. To
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the extent that claims in relation to the Covered Bonds and
related derivative agreements are not met out of the assets of the
Issuer that are covered in accordance with the Financial
Institutions Act, the residual claims will rank pari passu with the
unsecured and unsubordinated obligations of the Issuer. In the
event of the Issuer's bankruptcy, the costs of such bankruptcy will
rank ahead of a claim for payment of the Covered Bonds. See
also ``Summary of Norwegian legislation relating to Covered
Bonds''.
Fixed Rate Covered Bonds:
Covered Bonds may provide for interest based on a fixed rate
(``Fixed Rate Covered Bonds''). Interest will be payable on Fixed
Rate Covered Bonds on such date or dates as may be agreed
between the Issuer and the relevant Dealer(s) (as indicated in the
applicable Final Terms) and on redemption, and will be calculated
on the basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer(s).
Floating Rate Covered Bonds:
Covered Bonds may provide for interest based on a floating rate
(``Floating Rate Covered Bonds''). Floating Rate Covered
Bonds 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 2000
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
Covered Bonds 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 Dealer, as indicated in the applicable Final
Terms.
The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer(s) for each Series of
Floating Rate Covered Bonds.
Index Linked Covered Bonds:
Covered Bonds may provide for payments of interest to be linked
to an index (``Index Linked Interest Covered Bonds'') or
redemption amounts to be linked to an index (``Index Linked
Redemption Covered Bonds''). Payments of principal in respect
of Index Linked Redemption Covered Bonds or of interest in
respect of Index Linked Interest Covered Bonds will be calculated
by reference to such index and/or formula or to changes in the
prices of securities or commodities or to such other factors as the
Issuer and the relevant Dealer may agree (as indicated in the
applicable Final Terms).
Partly Paid Covered Bonds:
Covered Bonds may be issued partly paid (``Partly Paid Covered
Bonds''). Interest will be payable only in respect of the amount
paid-up on such date or dates as may be agreed between the
Issuer and the relevant Dealer(s) (as indicated in the applicable
Final Terms).
Other provisions in relation to
Floating Rate Covered Bonds and Index Linked Interest Covered
Floating Rate Covered Bonds and
Bonds may also have a maximum interest rate, a minimum
Index Linked Interest Covered
interest rate or both (as indicated in the applicable Final Terms).
Bonds:
Interest on Floating Rate Covered Bonds and Index Linked
Interest Covered Bonds in respect of each Interest Period, as
agreed prior to issue by the Issuer and the relevant Dealer(s), will
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Document Outline