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) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) (THE "SECURITIES ACT") OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES, THE UNITED KINGDOM, FRANCE AND ITALY) MAY BE RESTRICTED BY LAW.
Bank Norwegian AS (publ) (the “Issuer”), is offering holders of its outstanding bonds outlined below (the “Bonds”) to tender for purchase by the Issuer for cash (the “Tender Offer”) at the price set out below. The Bonds will be repurchased subject to the terms and conditions described in a tender information document dated 5 December 2019.
Description of the Bonds / ISIN / Outstanding Amount / Minimum Denomination / Purchase Price
2017/2020 senior unsecured floating rate notes / NO0010790850 / NOK 500,000,000 / NOK 1,000,000 / 100.059%
2017/2020 senior unsecured floating rate notes / NO0010810534 / SEK 500,000,000 / SEK 1,000,000 / 100.276%
2017/2020 senior unsecured floating rate notes / NO0010811110 / NOK 300,000,000 / NOK 1,000,000 / 100.285%
2018/2021 senior unsecured floating rate notes / NO0010837206 / SEK 400,000,000 / SEK 1,000,000 / 100.437%
2019/2021 senior unsecured floating rate notes / NO0010848583 / SEK 550,000,000 / SEK 1,000,000 / 100.730%
Following the Tender Offer, the Issuer will issue one or more senior preferred bonds in NOK and/or SEK with tenors from 2 to 4 years (the “New Bonds”), subject to market conditions.
The Tender Offer expires at 14.00 CET on 5 December 2019, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Issuer. Settlement of the Tender Offer is expected to occur at or around 5 Business Days after the Expiration Date, currently expected to be 12 December 2019.
The tendered amount of Bonds accepted by the Issuer will be capped at the total nominal amount of the issue of the New Bonds.
The Issuer has appointed DNB Bank ASA (“DNB”) and Nordea Bank Abp (“Nordea”) to act as dealer managers, joint bookrunners and tender agents (the “Dealer Managers”, “Joint Bookrunners” and “Tender Agents”) in connection with the Tender Offer.
Pål Svenkerud, CFO, tel: +47 93 40 39 04
Mats Benserud, Head of Treasury, tel: +47 95 89 15 39
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act