Obligation Danske Banken A/S 7.125% ( XS0831342679 ) en USD

Danske Banken A/S

100 % ▼

Danemark

XS0831342679 ( en USD )

7.125% par an ( paiement semestriel )

21/09/2037

Prospectus brochure de l'obligation DANSKE BANK A/S XS0831342679 en USD 7.125%, échéance 21/09/2037

21/03/2026 ( Dans 144 jours )

Danske Bank A/S est une banque multinationale danoise offrant des services bancaires de détail, de gros et d'investissement dans plusieurs pays.

L'Obligation émise par Danske Banken A/S ( Danemark ) , en USD, avec le code ISIN XS0831342679, paye un coupon de 7.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/09/2037

USD 1,000,000,000 Subordinated Fixed Rate Resettable Notes due 2037
Issue price: 100.00 per cent.
The USD 1,000,000,000 Subordinated Fixed Rate Resettable Notes due 2037 (in Danish: "kapitalbeviser") (the "Notes") will be issued by
Danske Bank A/S (the "Issuer"). The Notes will constitute direct, unsecured and subordinated debt obligations of the Issuer, as described in
Condition 4 (Status of the Notes) in "Terms and Conditions of the Notes", and, unless previously redeemed or purchased and cancelled, will mature
on 21 September 2037 (the "Maturity Date").
The Notes will bear interest, payable semi-annually in arrear on 21 March and 21 September in each year (each an "Interest Payment
Date"), from (and including) 21 September 2012 (the "Issue Date") to (but excluding) 21 September 2017 (the "First Call Date") at the rate of
7.125 per cent. per annum. The first payment of interest will be made on 21 March 2013 in respect of the period from (and including) the Issue Date
to (but excluding) 21 March 2013. The rate of interest will reset on the First Call Date and on each Reset Date (as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") thereafter. See Condition 5 (Interest) in "Terms and Conditions of the Notes".
The Issuer may elect to defer the payment of interest on the Notes on any Interest Payment Date. Any such deferred interest will, subject as
provided herein, become due and payable in certain circumstances. See Condition 6 (Interest Deferral) in "Terms and Conditions of the Notes".
The Issuer may, at its option, redeem all, but not some only, of the Notes on the First Call Date or any Interest Payment Date thereafter at
their outstanding principal amount plus accrued interest. The Issuer may also, at its option, redeem all, but not some only, of the Notes (i) at any time
at their outstanding principal amount plus accrued interest upon the occurrence of a Tax Event or a Capital Event (each as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") or (ii) at any time after the fifth anniversary of the Issue Date at their outstanding principal
amount plus accrued interest upon the occurrence of a Rating Methodology Event (as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes"). The Issuer may also, inter alia, substitute or vary the terms of the Notes in certain circumstances described in Condition
8.8 (Substitution or Variation) in "Terms and Conditions of the Notes". Any such redemption, substitution or variation is subject to certain
conditions. See Condition 8 (Redemption and Purchase) in "Terms and Conditions of the Notes".
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the
Luxembourg competent authority for the purpose of the Prospectus Directive (as defined below) and relevant implementing legislation in
Luxembourg, as a prospectus issued in compliance with the Prospectus Directive and relevant implementing legislation in Luxembourg for the
purpose of giving information with regard to the issue of the Notes. This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the
Prospectus Directive. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Act dated 10 July 2005 as amended on 3 July
2012 (the "Luxembourg Act") on prospectuses for securities. Application has been made to the Luxembourg Stock Exchange for the Notes to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange
with effect from the Issue Date. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in
Financial Instruments Directive 2004/39/EC.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and are subject to U.S. tax
law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. The Notes
may be offered and sold outside the United States to non U.S. persons in reliance on Regulation S ("Regulation S") under the Securities Act. For a
description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus and other offering material
relating to the Notes, see "Subscription and Sale".
The Notes are expected to be rated BBB by Fitch Ratings Ltd. ("Fitch"). Fitch is established in the European Union ("EU") and is
registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list of credit rating agencies
registered in accordance with the CRA Regulation as of the date of this Prospectus. This list is available on the ESMA website at
www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last updated on 30 July 2012). A rating is not a recommendation to buy, sell or
hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.
The Notes will initially be in the form of a temporary global note (the "Temporary Global Note"), without interest coupons ("Coupons"),
which will be deposited on or around the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg"). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global
note (the "Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes"), without Coupons, on or after 31 October
2012 (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable
for Notes in definitive form ("Definitive Notes") only in certain limited circumstances in accordance with the terms of the Permanent Global Note.
Definitive Notes will have attached Coupons and, if necessary, talons ("Talons") for further Coupons - see "Overview of Provisions relating to the
Notes while in Global Form".
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of
the Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own
circumstances and financial condition. For a discussion of these risks see "Risk Factors" below.
Joint-Lead Managers and Joint Bookrunners
BNP PARIBAS
HSBC
DANSKE BANK
MORGAN STANLEY
UBS INVESTMENT
BANK
The date of this Prospectus is 19 September 2012

This Prospectus should be read and construed together with any documents incorporated by reference
herein (see "Documents Incorporated by Reference").
The Issuer has confirmed to BNP Paribas, HSBC Bank plc, Danske Bank A/S in its capacity as a joint-lead
manager, Morgan Stanley & Co. International plc and UBS Limited (the "Joint-Lead Managers") that this
Prospectus 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 this Prospectus the
omission of which would, in the context of the issue of the Notes, 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 Joint-Lead Manager to give any information or to make
any representation not contained in or not consistent with this Prospectus or any other 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 of the Joint-Lead
Managers.
No representation or warranty is made or implied by the Joint-Lead Managers or any of their respective
affiliates, and neither the Joint-Lead Managers (other than Danske Bank A/S) 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 this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery
of the Notes shall, in any circumstances, create any implication that the information contained in this Prospectus is
true subsequent to the date hereof or that any other information supplied in connection with the Notes 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.
This Prospectus may not 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 distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Joint-Lead Managers to inform themselves about and to observe any such restrictions (see "Subscription and
Sale").
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase the Notes and
should not be considered as a recommendation by the Issuer, the Joint-Lead Managers or any of them that any
recipient of this Prospectus should subscribe for or purchase the Notes. Each recipient of this Prospectus shall be
taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or
intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which
no obligation arises for the Issuer or any Joint-Lead Manager to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case,
in relation to such offer. Neither the Issuer nor any Joint-Lead Manager have authorised, nor do they authorise, the
making of any offer of the Notes in circumstances in which an obligation arises for the Issuer or any Joint-Lead
Manager to publish or supplement a prospectus for such offer. As used herein, the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive)
and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
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All references in this Prospectus to "Danish Kroner", "kroner", "DKr" or "DKK" are to the currency of
Denmark, to "EUR" or "euro" are to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty on the Functioning of the European Union of those members of the
European Union which are participating in the European economic and monetary union and all references to
"U.S.$", "USD" and "U.S. Dollars" are to the currency of the United States of America.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (which has 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. References herein to this "Prospectus" are to this document, as supplemented from time to
time including the documents incorporated by reference.
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TABLE OF CONTENTS
Page
Overview of the Notes ..................................................................................................................................6
Risk Factors................................................................................................................................................11
Documents Incorporated by Reference........................................................................................................20
Overview of Provisions relating to the Notes while in Global Form ............................................................22
Terms and Conditions of the Notes .............................................................................................................25
Use of Proceeds ..........................................................................................................................................44
Description of the Danske Bank Group .......................................................................................................45
Subscription and Sale .................................................................................................................................60
Taxation .....................................................................................................................................................63
General Information ...................................................................................................................................65
4

IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS AS STABILISING
MANAGER (THE "STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILISING MANAGER) MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISING MANAGER (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 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 AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS,
REGULATIONS AND RULES.
5

OVERVIEW OF THE NOTES
The following description of key features of the Notes does not purport to be complete and is qualified in its
entirety by the remainder of this Prospectus. Words and expressions defined in "Terms and Conditions of the
Notes" below or elsewhere in this Prospectus shall have the same meanings in this description of key features of
the Notes. References to a numbered "Condition" shall be to the relevant Condition in the Terms and Conditions
of the Notes.
Issuer:
Danske Bank A/S.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Notes. In addition, there are certain factors which are
material for the purpose of assessing the market risks associated with the
Notes. These are set out under "Risk Factors".
Notes:
USD 1,000,000,000 Subordinated Fixed Rate Resettable Notes due 2037.
Joint-Lead Managers:
BNP Paribas, HSBC Bank plc, Danske Bank A/S, Morgan Stanley & Co.
International plc and UBS Limited.
Fiscal Agent:
Citibank, N.A., London Branch.
Luxembourg Listing Agent:
Banque Internationale à Luxembourg, société anonyme.
Issue Date:
21 September 2012.
First Call Date:
21 September 2017.
Maturity Date:
21 September 2037.
Issue Price:
100.00 per cent.
Status of the Notes:
The Notes will constitute direct, unsecured and subordinated debt obligations
of the Issuer, and will rank:
(i)
pari passu without any preference among themselves;
(ii)
pari passu with any Parity Securities and at least pari passu with any
Tier 2 Capital of the Issuer, both as regards the right to receive
periodic payments and the right to receive repayment of capital on a
liquidation or bankruptcy of the Issuer;
(iii)
senior as regards the right of payment to payments (a) to holders of
all classes of share capital of the Issuer and (b) in respect of any
obligations of the Issuer ranking or expressed to rank junior to the
Notes including any Junior Securities, both as regards the right to
receive periodic payments and the right to receive repayment of
capital on a liquidation or bankruptcy of the Issuer; and
(iv)
junior as regards the right of payment to the payment of any present
or future claims of (a) depositors of the Issuer and (b) other
unsubordinated creditors of the Issuer.
Interest and Interest Payment The Notes will bear interest, payable semi-annually in arrear on 21 March
Dates:
and 21 September in each year, from (and including) the Issue Date to (but
excluding) the First Call Date at the rate of 7.125 per cent. per annum. The
6

first payment of interest will be made on 21 March 2013 in respect of the
period from (and including) the Issue Date to (but excluding) 21 March 2013.
The rate of interest will reset on the First Call Date and on each Reset Date
thereafter. See Condition 5 (Interest).
Interest Deferral:
Subject as provided in Condition 6 (Interest Deferral), the Issuer may elect to
defer the payment of interest on the Notes on any Interest Payment Date.
Arrears of Interest:
Any interest in respect of the Notes not paid on an Interest Payment Date,
together with any other interest in respect of the Notes not paid on any other
such Interest Payment Date, shall, so long as the same remains unpaid,
constitute "Arrears of Interest". Interest will accrue on the amount of
Arrears of Interest at the rate of interest from time to time applicable to the
Notes, and such amount of interest (the "Additional Interest Amount")
accrued up to any Interest Payment Date shall be added, for the purpose only
of calculating the Additional Interest Amounts accruing thereafter, to the
amount of Arrears of Interest remaining unpaid or not cancelled on such
Interest Payment Date.
Any Arrears of Interest (together with all corresponding Additional Interest
Amounts but excluding any interest which has been cancelled) may be paid
in whole or in part at any time at the discretion of the Issuer and in any event
will, subject as provided in Condition 6 (Interest Deferral), become due and
payable in whole but not in part upon the earliest of:
(i)
within 30 days of the date of the occurrence of a Compulsory
Arrears of Interest Payment Event;
(ii)
the date on which an order is made by any competent court or a
resolution is passed for the liquidation or bankruptcy of the Issuer;
and
(iii)
the next Interest Payment Date on which the Issuer elects to make a
payment of interest under the Notes, other than a payment of Arrears
of Interest or Additional Interest Amounts.
Redemption at Maturity:
Unless previously redeemed or purchased and cancelled, the Issuer will
redeem the Notes at their outstanding principal amount, together with
accrued interest thereon, on the Maturity Date.
Optional Redemption by the Subject as provided herein, in particular to the provisions of Condition 8.9
Issuer on the First Call Date or (Conditions to redemption etc. prior to Maturity Date), the Issuer may, at its
any Interest Payment Date
option, redeem all (but not some only) of the outstanding Notes on the First
thereafter:
Call Date or any Interest Payment Date thereafter at their outstanding
principal amount, together with accrued interest thereon.
Optional Redemption by the Subject as provided herein, in particular to the provisions of Condition 8.9
Issuer upon the Occurrence of a (Conditions to redemption etc. prior to Maturity Date), upon the occurrence
Tax Event or a Capital Event:
of a Tax Event or a Capital Event, the Issuer may, at its option, at any time
redeem all (but not some only) of the outstanding Notes at their outstanding
principal amount, together with accrued interest thereon.
Optional Redemption by the Subject as provided herein, in particular to the provisions of Condition 8.9
Issuer upon the Occurrence of a (Conditions to redemption etc. prior to Maturity Date), upon the occurrence
Rating Methodology Event:
of a Rating Methodology Event, the Issuer may, at its option, at any time on
7

or after the fifth anniversary of the Issue Date, redeem all (but not some only)
of the outstanding Notes at their outstanding principal amount, together with
accrued interest thereon.
Substitution and Variation:
Subject as provided herein, in particular to the provisions of Condition 8.9
(Conditions to redemption etc. prior to Maturity Date), the Issuer may at any
time:
(i)
substitute all (but not some only) of the Notes or vary the terms of all
(but not some only) of the Notes, without any requirement for the
consent or approval of the Holders, so that they become or remain
Qualifying Tier 2 Notes; and/or
(ii)
if not prohibited by the eligibility criteria for Tier 2 Capital under the
Relevant Rules prior to the fifth anniversary of the Issue Date (as
determined by the Issuer after consultation with the Relevant
Regulator), vary the terms of all (but not some only) of the Notes,
without any requirement for the consent or approval of the Holders,
so that the terms of the Notes permit an early redemption at any time
as a result of the occurrence of a Rating Methodology Event.
Reduction and Cancellation of The Issuer, by a resolution passed at a general meeting of its shareholders
the Notes:
duly convened in accordance with Danish law, may resolve to reduce and
cancel (inter alia):
(i)
all or part of any Arrears of Interest (together with all Additional
Interest Amounts but excluding any interest which has been
cancelled) on a pro rata basis with all of the Issuer's other arrears of
interest (howsoever defined) (together with any additional interest
amounts (howsoever defined)) under its other Tier 2 Capital and any
of its other instruments (if any) expressed to be ranking pari passu
therewith; and
(ii)
all or part of the outstanding principal amount of the Notes on a pro
rata basis with the outstanding nominal amount of all of the Issuer's
other Tier 2 Capital and any of its other instruments (if any)
expressed to be ranking pari passu therewith,
in either case, upon the occurrence of a Reduction Event, all as described in
more detail in Condition 7 (Reduction of Amounts of Principal and Unpaid
Interest).
Negative Pledge:
None.
Cross Default:
None.
Enforcement Events:
There will be enforcement events relating only to non-payment (allowing a
Holder to institute proceedings in Denmark in order to recover the amounts
due from the Issuer to such Holder) and the liquidation or bankruptcy of the
Issuer, provided that a Holder may not itself file for the liquidation or
bankruptcy of the Issuer.
Meetings of Holders and The Notes contain provisions for calling meetings of Holders to consider
Modifications:
matters affecting their interests generally. These provisions permit defined
majorities to bind all Holders including Holders who did not attend and vote
at the relevant meeting and Holders who voted in a manner contrary to the
8

majority.
The Issuer may also, subject to the provisions of Condition 8.9 (Conditions to
redemption etc. prior to Maturity Date), make any modification to the Notes
which is not prejudicial to the interests of the Holders without the consent of
the Holders. Any such modification shall be binding on the Holders.
Taxation:
All payments of principal and interest in respect of the Notes and the
Coupons by or on behalf of the Issuer shall be made free and clear of, and
without withholding or deduction for or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or on behalf of Denmark
or any political subdivision therein 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 shall, save in certain limited circumstances provided in
Condition 10 (Taxation), be required to pay such additional amounts as will
result in receipt by the Holders after such withholding or deduction of such
amounts as would have been received by them had no such withholding or
deduction been required.
Form of the Notes:
The Notes will be issued in bearer form and will initially be in the form of
the Temporary Global Note, without Coupons, which will be deposited on or
around the Issue Date with a common depositary for Euroclear and
Clearstream Banking, société anonyme. Interests in the Temporary Global
Note will be exchangeable for interests in the Permanent Global Note,
without Coupons, on or after the Exchange Date, upon certification as to non-
U.S. beneficial ownership. Interests in the Permanent Global Note will be
exchangeable for Definitive Notes only in certain limited circumstances in
accordance with the terms of the Permanent Global Note. See "Overview of
Provisions relating to the Notes while in Global Form" below.
Denominations:
The Notes will be issued in the denominations of USD 200,000 and integral
multiples of USD 1,000 in excess thereof up to (and including) USD
399,000.
Listing and Admission to
Application has been made to the Luxembourg Stock Exchange for the Notes
Trading:
to be admitted to trading on the regulated market of the Luxembourg Stock
Exchange and listed on the Official List of the Luxembourg Stock Exchange
with effect from the Issue Date.
Governing Law:
The Notes will be governed by, and construed in accordance with, English
law, except for Condition 4 (Status of the Notes), Condition 6 (Interest
Deferral), Condition 7 (Reduction of Amounts of Principal and Unpaid
Interest), Condition 8.2 (Early Redemption upon the occurrence of a Tax
Event), Condition 8.3 (Early Redemption upon the occurrence of a Capital
Event), Condition 8.4 (Early Redemption upon the occurrence of a Rating
Methodology Event) and Condition 11 (Enforcement Events) which shall be
governed by, and construed in accordance with, Danish law.
Enforcement of the Notes in In the case of Global Notes, individual investors' rights against the Issuer
Global Form:
will be governed by a Deed of Covenant dated 21 September 2012, a copy of
which will be available for inspection at the specified office of the Fiscal
Agent.
Ratings:
The Notes are expected to be rated BBB by Fitch.
9

In addition, the Issuer has been rated by each of Moody's Investors Service
Ltd. ("Moody's"), Standard & Poor's Credit Market Services Europe
Limited ("S&P") and Fitch as follows:
Moody's
S&P
Fitch
senior
Baa1
A-
A
unsubordinated
long-term debt
senior
P-2
A-2
F1
unsubordinated
short-term debt
outlook
Stable
Stable
Negative
Each of Moody's, S&P and Fitch is established in the EU and is registered
under the CRA Regulation and is included in the list of credit rating agencies
registered in accordance with the CRA Regulation as of the date of this
Prospectus. This list is available on the ESMA website at
www.esma.europa.eu/page/List-registered-and-certified-CRAs
(list last
updated on 30 July 2012).
A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning
rating agency. In addition, there is no guarantee that any rating of the Notes
and/or the Issuer assigned by any such rating agency will be maintained by
the Issuer following the date of this Prospectus and the Issuer may seek to
obtain ratings of the Notes and/or the Issuer from other rating agencies.
Selling Restrictions:
There are restrictions on the transfer of the Notes prior to the expiration of
the distribution compliance period, see "Subscription and Sale" below. For a
description of additional restrictions on offers, sales and deliveries of the
Notes and on the distribution of offering material in the United States of
America, the United Kingdom, Denmark, Singapore and Hong Kong, see
"Subscription and Sale" below.
10