** City of Gothenburg - Tender Offer via Nordea/SHB**
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON.
THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES, THE UNITED KINGDOM, FRANCE, BELGIUM AND ITALY) MAY BE RESTRICTED BY LAW.
Nordea Bank Danmark A/S (the "Offeror") today announced its invitations to holders of the outstanding SEK 50,000,000 FRN Notes due 16 November 2016 (ISIN: XS0855329362), SEK 1,393,000,000 FRN Notes due 5 December 2016 (ISIN: XS1001004289), SEK 125,000,000 1.63 per cent Notes due 5 December 2016 (ISIN: XS1001388674) and SEK 500,000,000 FRN Notes due 12 August 2017 (ISIN: XS0945291077) (the "Notes") issued by City of Gothenburg (the "Issuer") to tender their Notes for purchase by the Offeror for cash (the "Offer").
The Offer is made on the terms and subject to the conditions set out below.
Subject to the applicable minimum denomination in respect of the Notes, the price payable per SEK 1,000,000 in principal amount of the Notes (the "Purchase Price") will be at the following fixed cash price:
- 100.108% for the SEK 50,000,000 FRN Notes due 16 November 2016 (ISIN: XS0855329362)
- 100.130% for the SEK 1,393,000,000 FRN Notes due 5 December 2016 (ISIN: XS1001004289)
- 100.499% for the SEK 125,000,000 1.63 per cent Notes due 5 December 2016 (ISIN: XS1001388674)
- 100.382% for the SEK 500,000,000 FRN Notes due 12 August 2017 (ISIN: XS0945291077)
The Offeror will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the Notes immediately preceding the Settlement Date up to, but excluding, the Settlement Date.
Maximum Acceptance Amount
The Issuer also today announced its intention to issue new SEK denominated fixed and floating rate notes under its EUR 6,000,000,000 Euro Medium Term Note Programme (the "New Notes"), subject to market conditions.
The Offeror proposes to accept Notes for purchase up to a maximum aggregate principal amount of the New Notes pursuant to the New Financing Condition (the "Maximum Acceptance Amount"). If the aggregate principal amount of Notes validly tendered for purchase pursuant to the Offer is greater than the Maximum Acceptance Amount, instructions may be subject to pro-ration. For the purpose of such acceptance, each such tender of Notes will be scaled by the pro-ration factor equal to (i) the Maximum Acceptance Amount divided by (ii) the aggregate nominal amount of the Notes validly tendered (subject to adjustment following the rounding of tenders of Notes described in the next sentence). Each tender of Notes that is pro-rated in this manner will be rounded down to the nearest SEK 1,000,000 per the original nominal amount. In the event of any such pro-ration, the Offeror will only accept tenders of Notes subject to pro-ration to the extent such pro-ration will not result in the relevant Noteholder transferring Notes to the Offeror in an aggregate principal amount of less than the minimum denomination of the Notes of SEK 1,000,000 in principal amount.
New Financing Conditions
The "New Financing Condition" is the successful completion (including the receipt of funds on or on behalf of the Issuer), in the determination of the Issuer, of the issue of the new SEK denominated notes (the "New Notes") issued under its EUR 6,000,000,000 Euro Medium Term Note Programme, on terms satisfactory to the Issuer (in its sole discretion), in order to enable it to finance, in whole or in part, the Purchase Price and Accrued Interest for the Notes validly tendered and accepted for purchase pursuant to the Offer.
The acceptance of Notes for purchase pursuant to the Offer is conditional on the successful completion, in the determination of the Issuer, of the issue of the New Notes, on terms satisfactory to the Issuer in its sole discretion (the "New Financing Condition")
Noteholders can only participate in the Offer by submitting a valid Tender Instruction. The Offeror's acceptance of Notes validly tendered in accordance with the terms of the Offer will be irrevocable and will be subject to satisfaction of the New Financing Condition.
The Offer is being made as part of the Issuer's commitment to active management of its balance sheet. The purpose of the Offer is to pro-actively manage the Issuer's upcoming redemptions and to lengthen and diversify its debt maturity profile.
The Offer expires at 11:30 CET on 6 September 2016, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Offeror. The Offeror will announce the results and whether any Notes will be accepted for the Offer as soon as reasonably practicable after the pricing of the New Notes. Settlement is expected to occur at or around 13 September 2016 and will be no later than 16 September 2016. Settlement will be made towards Nordea Bank Danmark A/S, acting in the capacity as Offeror for the Offer.
Subject to applicable law, the Issuer may, in its sole and absolute discretion, extend, re-open, amend or waive any condition of or terminate the Offer at any time. Noteholders are advised to read carefully this announcement for the details of and information on the procedures for participating in the Offer.
Noteholders will not receive a tender document for this tender transaction and should instead contact Nordea on the details below.
In order to participate in this Offer, holders of the Notes must contact Nordea to receive an acceptance form that includes the details of how to participate in the Offer. Tender instructions given via the acceptance form are irrevocable by the noteholders, except for in the limited circumstances described in the acceptance form.
The acceptance form can be received by contacting Nordea Bank Danmark A/S at:
Tel: +45 6161 2996
Email: [email protected]
Dealer Managers and Offeror
Nordea Bank Danmark A/S (Dealer Manager and Offeror)
Tel: +45 6161 2996 Email: [email protected]
Svenska Handelsbanken AB (publ) (Dealer Manager)
Tel: +46 8 463 46 09
Email: [email protected]
This information is provided by RNS