REG - Danske Bank A/S - Exchange Offer Results Anouncement (EUR)

Link Administration HoldingsAnnouncement

22/06/2020 11:30

RNS Number : 6423Q
  
Danske Bank A/S
  
22 June 2020
  
 

22 June 2020
Danske Bank A/S announces results of Exchange Offer in respect of its EUR 1,250,000,000 1.375 per cent. Non-Preferred Senior Notes due 2022
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("U.S. PERSON") 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 OR THE DISTRICT OF COLUMBIA (TOGETHER, THE "UNITED STATES") OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
DANSKE BANK A/S (LEI: MAES062Z21O4RZ2U7M96) (THE "OFFEROR") ANNOUNCES THE RESULTS OF ITS INVITATION TO EXCHANGE THE EUR 1,250,000,000 1.375 PER CENT. NON-PREFERRED SENIOR NOTES DUE 2022 (XS1957541953) ISSUED BY THE OFFEROR (THE "EXISTING NOTES") FOR EURO-DENOMINATED NON-PREFERRED SENIOR FIXED RATE RESETTABLE NOTES DUE 2023 (THE "NEW NOTES") TO BE ISSUED BY THE OFFEROR.
Further to its announcement on 12 June 2020, the Offeror is today announcing the results of its invitation to all Holders (subject to the Offer Restrictions set out in the Exchange Offer Memorandum referred to below) who are Eligible Persons to Offer to Exchange any and all of their outstanding Existing Notes for New Notes to be issued by the Offeror (the "Exchange Offer").
The Exchange Offer was made on the terms of and subject to the conditions contained in an exchange offer memorandum dated 12 June 2020 (the "Exchange Offer Memorandum"). Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Exchange Offer Memorandum.
RESULTS OF THE EXCHANGE OFFER
The Minimum New Issue Size Condition has been satisfied.
The aggregate principal amount of the Existing Notes accepted for exchange by the Offeror is EUR 378,334,000.
The aggregate principal amount of New Notes to be issued by the Offeror is EUR 378,334,000.
All valid Offers to Exchange Existing Notes in the Exchange Offer have been accepted.
Certain Details of the Existing Notes
The Existing Notes set out in the table below shall be exchanged for New Notes as further described below.




ISIN / Common Code


Issuer


Maturity Date


Coupon


Status


Interest Payment Dates


Aggregate Principal Amount of Existing Notes Accepted for Exchange by the Offeror


Aggregate Principal Amount of Existing Notes outstanding following settlement of the Exchange Offer




XS1957541953 / 195754195


Danske Bank A/S


24 May 2022


1.375 per cent. per annum


Non-Preferred Senior


24 May in each year


EUR 378,334,000


EUR 871,666,000




 
 
Certain Details of the New Notes
The table below identifies certain key characteristics of the New Notes to be issued by the Offeror pursuant to the Exchange Offer.
 




ISIN / Common Code


Issuer


Optional Redemption Date (Call)


Maturity Date


Coupon
(Prior to the Optional Redemption Date (Call))


Coupon
(After the Optional Redemption Date (Call))


New Issue Amount


Status


Interest Payment Dates




XS2194006834 / 219400683


Danske Bank A/S


24 May 2022


24 May 2023


1.375 per cent. per annum until, but excluding the Optional Redemption Date (Call)


Reset to 1 year euro mid-swap rate plus 1.22 per cent. per annum on the Optional Redemption Date (Call)


EUR 378,334,000
 


Non-Preferred Senior


24 May in each year




The Existing Notes are, and the New Notes will be, issued in denominations of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000.
Application will be made for the New Notes to be admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin and to trading on the regulated market of Euronext Dublin with such admission expected to occur on the Settlement Date.
Further details of the New Notes are set out in the Exchange Offer Memorandum.
Holders whose Existing Notes Offered for Exchange have not been accepted, or who did not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes, will not be entitled to receive the Cash Amount, and will continue to hold such Existing Notes subject to their terms and conditions.
Cash Amount and No Accrued and Unpaid Interest
Holders who validly Offered to Exchange their Existing Notes at or prior to the Expiration Time and whose Offers to Exchange have been accepted will receive New Notes with a principal amount equal to the aggregate principal amount of such Existing Notes accepted for exchange.
Each such Holder will also be entitled to receive the Cash Amount in respect of their Existing Notes of EUR 2.00 for every EUR 1,000 so accepted for exchange.
No accrued but unpaid interest will be paid on the Existing Notes in connection with the Exchange Offer. Holders of the Existing Notes that have been accepted for exchange are deemed to have waived the right to receive any payment in respect of interest accrued on the Existing Notes since the date of the last interest payment date in respect of the Existing Notes, being 24 May 2020, to but excluding the date of the issuance of the New Notes. However, interest on the New Notes will accrue from and including 24 May 2020.
Consequently, Holders of New Notes will receive the same interest payment on 24 May 2021 that they would have received had they not exchanged their Existing Notes in the Exchange Offer.
Settlement Date
The Settlement Date for the Exchange Offer, including (i) delivery of the New Notes in exchange for Existing Notes validly Offered for Exchange and accepted and (ii) payment of the Accrued Interest Amount and the Cash Amount, is expected to be on or around 24 June 2020.
This announcement is released by Danske Bank A/S and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Exchange Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Barbara Rohen, Senior Chief Legal Counsel.
Any questions or requests for assistance or additional copies of the Exchange Offer Memorandum may be directed to the Information and Exchange Agent and any questions regarding the terms of the Exchange Offer may be directed to any of the Dealer Managers listed below.




INFORMATION AND EXCHANGE AGENT




D.F. King Ltd
65 Gresham Street
London EC2V 7NQ
United Kingdom
Telephone: +44 20 7920 9700
Email: danske@dfkingltd.com
Exchange Offer Website: https://sites.dfkingltd.com/danske




DEALER MANAGERS




 
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
 
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
 


 
BofA Securities Europe SA
51 rue la Boétie
75008 Paris
France
 
Telephone: +44 20 7996 5420
Attention: Liability Management Group 
Email: DG.LM-EMEA@bofa.com
 




 
Danske Bank A/S
2-12 Holmens Kanal
DK-1092 Copenhagen K
Denmark
 
 
Telephone: +45 4514 3233
Attention: 3775 Debt Capital Markets
Email: perje@danskebank.dk; broh@danskebank.dk
 


 
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
 
Telephone: +44 20 7134 2468
Attention: Liability Management
Email: liability_management_EMEA@jpmorgan.com
 




 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
 
 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
  END
 
 
ISEKLLBLBQLLBBD