Nordea Bank wins votes to amend seven more notes for re-domiciliation

By Susanna Moon

Chicago, Nov. 30 – Nordea Bank AB said it secured the needed consents to amend seven more series of notes related to plans for re-domiciliation of the parent company of the Nordea Group to Finland from Sweden.

At the meetings held Thursday, there were enough holders to form a quorum and the measure garnered the needed three-fourths votes, according to a company press release.

Holders were being offered a 0.2% consent fee.

The issuer said it expects to pay the consent fee by Dec. 14.

As announced Nov. 7, the bank was soliciting consents for numerous series of notes to make technical amendments to the terms and conditions of the following notes to ensure that they reflect the re-domiciliation.

For the following notes, the consent fee deadline was 11 a.m. ET on Nov. 17, and the expiration deadline was 4 a.m. ET on Nov. 28:

• €1 billion 4.5% dated subordinated notes due March 26, 2020 with €2.9 million held by the issuer or its affiliates;

• €750 million 4% dated subordinated notes due March 29, 2021 with €175,000 held by the issuer or its affiliates;

• SEK 1.7 billion dated subordinated floating-rate notes due September 2025 with coupon of Stibor plus 150 basis points and SEK 5 million held by the issuer or its affiliates;

• SEK 2.3 billion dated subordinated fixed-rate reset notes due September 2025 with current coupon of 1.935%;

• ₯15 billion 1.16% subordinated notes due Oct. 6, 2025;

• €750 million dated subordinated fixed-rate reset notes due November 2025 with current coupon of 1.875% and €968,000 held by the issuer or its affiliates; and

• €1 billion dated subordinated fixed-rate reset notes due September 2026 with current coupon of 1% and €1,802,000 held by the issuer or its affiliates.

As announced Nov. 20, the bank also received enough consents to amend the following seven series of notes:

• $1.25 billion 4.875% subordinated notes due 2021 with $300,000 held by the issuer or its affiliates;

• $1 billion 4.25% subordinated notes due 2022;

• $1 billion 5.5% perpetual non-call September 2019 additional tier 1 notes with $2,931,000 held by the issuer or its affiliates;

• $500 million 6.125% perpetual non-call September 2024 additional tier 1 notes;

• $550 million perpetual non-call September 2021 additional tier 1 notes with current coupon of 5.25% and $4.31 million held by the issuer or its affiliates;

• NOK 1.25 billion perpetual non-call March 2020 additional tier 1 notes with current coupon of Nibor plus 310 bps; and

• SEK 2.25 billion perpetual non-call March 2020 additional tier 1 notes with current coupon of Stibor plus 310 bps and SEK 40 million held by the issuer or its affiliates.

The consent deadline was 11 a.m. ET on Nov. 17 for the 2015 GMTN notes and 5 p.m. ET on Nov. 17 for the remaining notes.

The re-domiciliation was approved at a board meeting on Sept. 6 and was expected to close by way of a merger in the second half of 2018 or tentatively Oct. 1, 2018.

“Domiciling the parent company of the Nordea Group in a country that is participating in the E.U.'s banking union will mean that Nordea will be subject to a similar regulatory framework as its European peers, with a greater consistency of the application of laws and regulations and, therefore, more of a level playing field,” according to a previous company announcement.

The lead solicitation agents are Deutsche Bank AG, London Branch (+44 20 7545 8011) and Merrill Lynch International (+44 20 7996 5420 or DG.LM_EMEA@baml.com). The solicitation agent is Nordea Bank AB (publ) (+45 6161 2996 or nordealiabilitymanagement@nordea.com). The tabulation agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, fax +44 20 7067 9098 or nordea@lucid-is.com).

Nordea Bank is a financial services group based in Stockholm.

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