Obligation Danica Bank 5.563% ( XS0214342569 ) en GBP

Danica Bank

100 % ▼

Danemark

XS0214342569 ( en GBP )

5.563% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Danske Bank XS0214342569 en GBP 5.563%, échue

1 000 GBP

150 000 000 GBP

Danske Bank est une banque de détail et d'investissement danoise, l'une des plus grandes institutions financières des pays nordiques, offrant une large gamme de services bancaires aux particuliers et aux entreprises.

L'Obligation émise par Danica Bank ( Danemark ) , en GBP, avec le code ISIN XS0214342569, paye un coupon de 5.563% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

INFORMATION MEMORANDUM
U.S.$ 10,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Instruments")
issued under the programme (the "Programme") described in this Information Memorandum (as defined on page
2 of this document) to be listed on the Luxembourg Stock Exchange during the period of 12 months after the date
hereof. The Programme also permits Instruments to be issued on an unlisted basis or to be admitted to listing,
trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as
may be agreed with the Issuer (as defined below).
Arranger for the Programme
MORGAN STANLEY
Dealers
BARCLAYS CAPITAL
CITIGROUP
CREDIT SUISSE FIRST BOSTON
DANSKE BANK
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
JPMORGAN
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY
UBS INVESTMENT BANK
16 July 2004
1

This document replaces all previous information memoranda and supplemental information memoranda
produced in relation to the Programme in their entirety.
Danske Bank A/S (the "Issuer") accepts responsibility for the information contained in the Information
Memorandum. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure
that such is the case), the information contained in the Information Memorandum is in accordance with the facts
and does not omit anything likely to affect the import of such information. References herein to the "Information
Memorandum" are to this document.
The Information Memorandum should be read and construed together with any amendment or supplement
hereto and with any other documents incorporated by reference herein and, in relation to any Series (as defined
herein) of Instruments, should be read and construed together with the relevant Pricing Supplement(s) (as defined
herein).
The Issuer has confirmed to the dealers (the "Dealers") named under "Subscription and Sale" that the
Information Memorandum (including for this purpose, each relevant Pricing Supplement) is true, accurate and
complete in all material respects and is not misleading; that any opinions and intentions expressed herein are
honestly held, are based on reasonable assumptions and are not misleading; that there are no other facts in relation
to the information contained or incorporated by reference in the Information Memorandum the omission of which
would, in the context of the Programme or the issue of the Instruments, make any statement herein or opinions or
intentions expressed herein misleading in any material respect; and that all reasonable enquiries have been made
to verify the foregoing.
No person has been authorised by the Issuer or any Dealer to give any information or to make any representation
not contained in or not consistent with the Information Memorandum or any other document entered into in
relation to the Programme or any information supplied by the Issuer or such other information as is in the public
domain and, if given or made, such information or representation should not be relied upon as having been authorised
by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any
responsibility, as to the accuracy or completeness of the information contained in the Information Memorandum.
Neither the delivery of the Information Memorandum or any Pricing Supplement nor the offering, sale or delivery
of any Instrument shall, in any circumstances, create any implication that the information contained in the
Information Memorandum is true subsequent to the date thereof or the date upon which the Information
Memorandum has been most recently amended or supplemented or that there has been no adverse change in the
financial situation of the Issuer since the date thereof, or, as the case may be, the date upon which the Information
Memorandum has been most recently amended or supplemented or the balance sheet date of the most recent
financial statements which are deemed to be incorporated into the Information Memorandum by reference or that
any other information supplied in connection with the Programme is correct at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of the Information Memorandum and any Pricing Supplement and the offering, sale and
delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession the
Information Memorandum or any Pricing Supplement comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Instruments and on the distribution of the Information Memorandum or any Pricing Supplement and
other offering material relating to the Instruments, see "Subscription and Sale". In particular, Instruments have
not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities
Act") and may include Instruments in bearer form which are subject to U.S. tax law requirements. Subject to
certain exceptions, Instruments may not be offered, sold or delivered within the United States or to U.S. persons.
Neither the Information Memorandum nor any Pricing Supplement may be used for the purpose of an offer
or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such an offer or solicitation.
The Issuer has not authorised any offer of Instruments having a maturity of one year or more to the public in
the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the "Regulations").
Instruments may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which
do not result in an offer to the public in the United Kingdom within the meaning of the Regulations or otherwise
in compliance with all applicable provisions of the Regulations.
2

Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation to
subscribe for or purchase any Instruments and should not be considered as a recommendation by the Issuer, the
Dealers or any of them that any recipient of the Information Memorandum or any Pricing Supplement should
subscribe for or purchase any Instruments. Each recipient of the Information Memorandum or any Pricing
Supplement shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise)
of the Issuer.
All references in the Information Memorandum to "Danish Kroner", "kroner", "DKr" or "DKK" are to the
currency of the Kingdom of Denmark, to "euro" are to the currency introduced at the third stage of European
economic and monetary union pursuant to the Treaty on European Union of those members of the European
Union which are participating in the European economic and monetary union (the "Euro Zone"), to "Japanese
Yen" or "Yen" are to the currency of Japan and all references to "U.S.$", "USD" and "U.S. Dollars" are to the
currency of the United States of America.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, the Information
Memorandum:
(1) the most recently published audited annual financial statements and any interim financial statements
(whether audited or unaudited) published subsequently to such annual financial statements, of the Issuer
from time to time; and
(2) all amendments and supplements to the Information Memorandum prepared by the Issuer from time to
time,
save that any statement contained in the Information Memorandum or in any of the documents incorporated by
reference in, and forming part of, the Information Memorandum shall be deemed to be modified or superseded for
the purpose of the Information Memorandum to the extent that a statement contained in any document subsequently
incorporated by reference modifies or supersedes such statement.
The Issuer has undertaken, in connection with the listing of the Instruments on the Luxembourg Stock
Exchange, that if, while Instruments of the Issuer are outstanding and listed on the Luxembourg Stock Exchange,
there shall occur any change in the Terms and Conditions of the Programme or there shall occur any adverse
change in the business or financial position of the Issuer that is material in the context of issuance under the
Programme which is not reflected in the Information Memorandum (or any of the documents incorporated by
reference in the Information Memorandum) the Issuer will prepare or procure the preparation of an amendment or
supplement to the Information Memorandum or, as the case may be, publish a new Information Memorandum for
use in connection with any subsequent offering by the Issuer of Instruments to be listed on the Luxembourg Stock
Exchange.
The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral or written
request therefor, a copy of the Information Memorandum (or any document incorporated by reference in the
Information Memorandum). Written or oral requests for such documents should be directed to the specified office
of any Paying Agent or the specified office of the Listing Agent in Luxembourg.
3

TABLE OF CONTENTS
Page
Summary of the Programme .............................................................................................................................
6
Terms and Conditions of the Instruments ........................................................................................................
10
Use of Proceeds .................................................................................................................................................
34
Pro Forma Pricing Supplement .........................................................................................................................
35
Description of the Danske Bank Group ............................................................................................................
42
Capitalisation .....................................................................................................................................................
47
Financial Information ........................................................................................................................................
48
Subscription and Sale ........................................................................................................................................
95
General Information ..........................................................................................................................................
98
Registered Office of the Issuer .........................................................................................................................
100
4

IN CONNECTION WITH THE ISSUE OF ANY TRANCHE (AS DEFINED HEREIN) OF INSTRUMENTS
UNDER THE PROGRAMME, THE DEALER (IF ANY) WHO IS SPECIFIED IN THE RELEVANT PRICING
SUPPLEMENT AS THE STABILISING INSTITUTION (OR ANY PERSON ACTING FOR THE STABILISING
INSTITUTION) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE INSTRUMENTS OF THE SERIES OF WHICH SUCH TRANCHE FORMS PART
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD.
HOWEVER, THERE MAY BE NO OBLIGATION ON THE STABILISING INSTITUTION (OR ANY AGENT
OF THE STABILISING INSTITUTION) TO DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
SUCH STABILISING SHALL BE CONDUCTED IN COMPLIANCE WITH ALL APPLICABLE LAWS,
REGULATIONS AND RULES.
5

SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this document
and, in relation to any Instruments, in conjunction with the relevant Pricing Supplement and, to the extent
applicable, the Terms and Conditions of the Instruments set out herein.
Issuer:
Danske Bank A/S.
Arranger:
Morgan Stanley & Co. International Limited.
Dealers:
Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse First
Boston (Europe) Limited, Danske Bank A/S, Deutsche Bank AG London,
Goldman Sachs International, J.P. Morgan Securities Ltd., Merrill Lynch
International, Morgan Stanley & Co. International Limited, UBS Limited, and
any other dealer appointed from time to time by the Issuer either generally in
respect of the Programme or in relation to a particular Tranche (as defined
below) of Instruments.
Fiscal Agent:
Citibank, N.A. acting through its London branch.
Luxembourg Listing
Dexia Banque Internationale à Luxembourg.
Agent:
Initial Programme
U.S.$ 10,000,000,000 (and, for this purpose, any Instruments denominated in
Amount:
another currency shall be translated into U.S. Dollars at the date of the agreement
to issue such Instruments using the spot rate of exchange for the purchase of
such currency against payment of U.S. Dollars being quoted by the Fiscal Agent
on the date on which the Relevant Agreement (as defined in the Dealership
Agreement which is defined under "Subscription and Sale") in respect of the
relevant Tranche (as defined below) was made or such other rate as the Issuer
and the Relevant Dealer (as defined in the Dealership Agreement) may agree) in
aggregate principal amount of Instruments outstanding at any one time. The
maximum aggregate principal amount of Instruments which may be outstanding
under the Programme may be increased from time to time, subject to compliance
with the relevant provisions of the Dealership Agreement.
Issuance in Series:
Instruments will be issued in series (each, a "Series"). Each Series may comprise
one or more tranches ("Tranches" and each, a "Tranche") issued on different
issue dates. The Instruments of each Series will all be subject to identical terms,
except that (i) the issue date and the amount of the first payment of interest may
be different in respect of different Tranches and (ii) a Series may comprise
Instruments in bearer form and Instruments in registered form and Instruments
in more than one denomination. The Instruments of each Tranche will all be
subject to identical terms in all respects save that a Tranche may comprise
Instruments in bearer form and Instruments in registered form and Instruments
in more than one denomination.
Pricing Supplements:
Each Tranche will be the subject of a Pricing Supplement which, for the purposes
of that Tranche only, supplements the Terms and Conditions of the Instruments
and the Information Memorandum and must be read in conjunction with the
Information Memorandum. The terms and conditions applicable to any particular
Tranche of Instruments are the Terms and Conditions of the Instruments as
supplemented, amended and/or replaced by the relevant Pricing Supplement.
Form of Instruments:
Instruments may be issued in bearer form or in registered form. In respect of
each Tranche of Instruments issued in bearer form, the Issuer will deliver a
temporary global Instrument or (if so specified in the relevant Pricing Supplement
in respect of Instruments to which U.S. Treasury Regulation §1.163-5(c)(2)(i)(C)
(the "TEFRA C Rules") applies (as so specified in such Pricing Supplement)) a
6

permanent global instrument. Such global Instrument will be deposited on or
before the relevant issue date therefor with a depositary or a common depositary
for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear")
and/or Clearstream Banking, société anonyme, Luxembourg ("Clearstream,
Luxembourg") and/or any other relevant clearing system. Interests in each
temporary global Instrument will, not earlier than 40 days after the completion
of the distribution of the Instruments of the relevant Series and upon certification
as to non-U.S. beneficial ownership, be exchangeable for interests in a permanent
global Instrument or, if so specified in the relevant Pricing Supplement, for
Instruments in definitive bearer form and/or (in the case of a Series comprising
both bearer and registered Instruments and if so specified in the relevant pricing
Supplement) registered form in accordance with its terms. Interests in each
permanent global Instrument will be exchangeable for Instruments in definitive
bearer form and/or (in the case of a Series comprising both bearer and registered
Instruments and if so specified in the relevant Pricing Supplement) registered
form in accordance with its terms. Instruments in definitive bearer form will, if
interest-bearing, either have interest coupons ("Coupons") attached and, if
appropriate, a talon ("Talon") for further Coupons or have a grid for recording
the payment of interest endorsed thereon and will, if the principal thereof is
repayable by instalments, have a grid for recording the payment of principal
endorsed thereon or, if so specified in the relevant Pricing Supplement, have
payment receipts ("Receipts") attached. In respect of each Tranche of Instruments
issued in registered form, the Issuer will deliver to each holder of such Instruments
a registered Instrument which will be recorded in the register which the Issuer
shall procure to be kept by the Registrar. A registered Instrument may be registered
in the name of a nominee for one or more clearing system and such Instrument is
referred to herein as a "Global Registered Instrument". Instruments in registered
form will not be represented upon issue by a temporary global Instrument and
may not be exchanged for Instruments in bearer form.
Currencies:
Instruments may be denominated in any currency or currencies, subject to
compliance with all applicable legal and/or regulatory and/or central bank
requirements. Payments in respect of Instruments may, subject to compliance as
aforesaid, be made in and/or linked to, any currency or currencies other than the
currency in which such Instruments are denominated.
Instruments denominated in Yen or in respect of which amounts are payable in
Yen will only be issued in compliance with applicable Japanese laws, regulations,
guidelines and policies. The Issuer or its designated agent shall submit such
reports or information as may be required from time to time by applicable laws,
regulations and guidelines promulgated by Japanese authorities in the case of
the issue and purchase of such Instruments.
Status:
Instruments may be issued on a subordinated or unsubordinated basis, as specified
in the relevant Pricing Supplement.
Issue Price:
Instruments may be issued at any price and either on a fully or partly paid basis,
as specified in the relevant Pricing Supplement.
Maturities:
Any maturity of not less than one month or with no fixed maturity date, subject,
in relation to specific currencies, to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Redemption:
Instruments may be redeemable at par or at such other Redemption Amount
(detailed in a formula or otherwise) as may be specified in the relevant Pricing
Supplement. Instruments may also be redeemable in two or more instalments on
such dates and in such manner as may be specified in the relevant Pricing
Supplement.
7

Early Redemption:
Early redemption will be permitted for taxation reasons as mentioned in Condition
7.02, but will otherwise be permitted only to the extent specified in the relevant
Pricing Supplement.
Interest:
Instruments may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed or floating rate and may vary during the lifetime of the
relevant Series. Floating rate instruments will bear interest by reference to LIBOR,
LIBID, LIMEAN, or EURIBOR (or such other benchmark as may be specified
in the relevant Pricing Supplement as adjusted by any applicable margin).
Denominations:
Instruments will be issued in such denominations as may be specified in the
relevant Pricing Supplement, subject to compliance with all applicable legal and/
or regulatory and/or central bank requirements.
Negative Pledge:
Instruments specified in the relevant Pricing Supplement as being unsubordinated
or not specified as being subordinated will have the benefit of a negative pledge
as described in Condition 4.
Cross Default:
Instruments specified in the relevant Pricing Supplement as being unsubordinated
or not specified as being subordinated will have the benefit of a cross default as
described in Condition 8A.01.
Taxation:
All payments in respect of Instruments will be made without withholding or
deduction for, or on account of, any present or future taxes, duties, assessments
or governmental charges of whatever nature imposed or levied by or on behalf of
the Kingdom of Denmark or any political subdivision thereof or any authority or
agency therein or thereof having power to tax, unless the withholding or deduction
of such taxes, duties, assessments or governmental charges is required by law. In
that event, the Issuer will (subject to customary exceptions) pay such additional
amounts as will result in the holders of Instruments or Coupons receiving such
amounts as they would have received in respect of such Instruments or Coupons
had no such withholding or deduction been required.
Governing Law:
Unless otherwise specified in the relevant Pricing Supplement, the Instruments
and all related contractual documentation will be governed by, and construed in
accordance with, English law except for Conditions 3B, 5.03, 5.04, 5.05, 5.06, 6
and 8B (to the extent that they relate to Subordinated Instruments) which shall
be governed by, and construed in accordance with, Danish law.
Listing:
Each Series may be listed on the Luxembourg Stock Exchange and/or admitted
to listing, trading and/or quotation by any other listing authority, stock exchange
and/or quotation system as may be agreed between the Issuer and the Relevant
Dealer and specified in the relevant Pricing Supplement or may be unlisted.
Terms and Conditions:
A Pricing Supplement will be prepared in respect of each Tranche of Instruments
a copy of which will, in the case of Instruments to be listed on the Luxembourg
Stock Exchange be delivered to the Luxembourg Stock Exchange on or before
the date of issue of such Instruments. The terms and conditions applicable to
each Tranche will be those set out herein under "Terms and Conditions of the
Instruments", as supplemented, modified or replaced by the relevant Pricing
Supplement.
Enforcement of
In the case of Instruments in global form, individual investors' rights against the
Instruments
Issuer will be governed by a Deed of Covenant dated 16 July 2004, a copy of
in Global Form:
which will be available for inspection at the specified office of the Fiscal Agent.
Clearing Systems:
Euroclear, Clearstream, Luxembourg and/or, in relation to any Tranche of
Instruments, any other clearing system as may be specified in the relevant Pricing
Supplement.
8

The Programme has
Moody's
been rated as follows:
Investors
Fitch
Service
Standard
Ratings
Ltd.
& Poor's
Limited
senior unsubordinated long-term debt
Aa1
AA-
AA-
senior unsubordinated short-term debt
P-1
A-1+
F1+
subordinated debt
Aa2
A
A+
Allthough the above ratings are correct as at the date of the Information
Memorandum, up-to-date information should always be sought by direct reference
to the relevant rating agency.
Tranches of Instruments issued under the Programme may be rated or unrated.
Where a Tranche of Instruments 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,
reduction or withdrawal at any time by the assigning rating agency.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Instruments and on the distribution of offering material in the United States of
America, the United Kingdom, Japan, the Federal Republic of Germany,
Switzerland, the Kingdom of Denmark and The Netherlands, see under
"Subscription and Sale".
9

TERMS AND CONDITIONS OF THE INSTRUMENTS
The following are the Terms and Conditions of the Instruments which, as supplemented, modified or replaced
in relation to any Instruments by the relevant Pricing Supplement, will be applicable to each Series of Instruments.
The Instruments are issued pursuant to and in accordance with an amended and restated issue and paying
agency agreement (as amended, supplemented or replaced from time to time, the "Issue and Paying Agency
Agreement") dated 16 July 2004 and made between Danske Bank A/S (the "Issuer"), Citibank, N.A. acting
through its London branch in its capacities as fiscal agent (the "Fiscal Agent", which expression shall include any
successor to Citibank, N.A. acting through its London branch in its capacity as such) and as principal registrar (the
"Principal Registrar" which expression shall include any successor to Citibank, N.A. acting through its London
branch in its capacity as such), Dexia Banque Internationale à Luxembourg in its capacity as alternative registrar
(the "Alternative Registrar" which expression shall include any successor to Dexia Banque Internationale à
Luxembourg in its capacity as such) and the paying agents named therein (the "Paying Agents", which expression
shall include the Fiscal Agent and any substitute or additional paying agents appointed in accordance with the
Issue and Paying Agency Agreement). The Instruments have the benefit of a deed of covenant (as amended,
supplemented or replaced from time to time, the "Deed of Covenant") dated 16 July 2004 executed by the Issuer
in relation to the Instruments. Copies of the Issue and Paying Agency Agreement and the Deed of Covenant are
available for inspection during normal business hours at the specified office of each of the Paying Agents, the
Principal Registrar and the Alternative Registrar. All persons from time to time entitled to the benefit of obligations
under any Instruments shall be deemed to have notice of, and shall be bound by, all of the provisions of the Issue
and Paying Agency Agreement and the Deed of Covenant insofar as they relate to the relevant Instruments.
The Instruments are issued in series (each, a "Series"), and each Series may comprise one or more tranches
("Tranches" and each, a "Tranche") of Instruments. Each Tranche will be the subject of a pricing supplement
(each, a "Pricing Supplement"), a copy of which will be available during normal business hours at the specified
office of the Fiscal Agent and/or, as the case may be, the Registrar (as defined in Condition 2.02). In the case of a
Tranche of Instruments in relation to which application has not been made for admission to listing, trading and/or
quotation on any stock exchange, listing authority and/or quotation system, copies of the Pricing Supplement will
only be available for inspection by Holders (as defined in Condition 2.02) of or, as the case may be Relevant
Account Holders (as defined in the Deed of Covenant) in respect of, such Instruments.
References in these Terms and Conditions to Instruments are to Instruments of the relevant Series and any
references to Coupons (as defined in Condition 1.06) and Receipts (as defined in Condition 1.07) are to Coupons
and Receipts relating to Instruments of the relevant Series.
References in these Terms and Conditions to the Pricing Supplement are to the Pricing Supplement or
Pricing Supplement(s) prepared in relation to the Instruments of the relevant Tranche(s) or Series.
References to "Notes" or "Bonds" in these Terms and Conditions, in any Pricing Supplement or in any other
document prepared in relation to the relevant Tranche or Series shall be deemed to be references to Instruments as
defined herein.
In respect of any Instruments, references herein to these Terms and Conditions are to these terms and conditions
as supplemented or modified or (to the extent thereof) replaced by the Pricing Supplement.
1.
Form and Denomination
1.01 Instruments are issued in bearer form ("Bearer Instruments") or in registered form ("Registered
Instruments"), as specified in the Pricing Supplement and are serially numbered. Registered Instruments will not
be exchangeable for Bearer Instruments.
Form of Bearer Instruments
1.02 The Pricing Supplement shall specify whether U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D) (the "TEFRA
D Rules") or U.S. Treasury Regulation § l.163-5(c)(2)(i)(C) (the "TEFRA C Rules") shall apply. Unless the
Pricing Supplement specifies that the TEFRA C rules are applicable in respect of Instruments, each Tranche of
Bearer Instruments will be represented upon issue by a temporary global Instrument (a "Temporary Global
Instrument").
10