Danske Bank solicits consents to amend five series of bonds

By Marisa Wong

Los Angeles, Aug. 22 – Danske Bank A/S announced consent solicitations for five series of its outstanding bonds, according to a news release.

The issuer is seeking to modify the terms and conditions of the bonds to include an issuer substitution option under each series. Under that proposed option, Danske Bank would be able to substitute for itself Nordea Eiendomskreditt AS as debtor.

Danske Bank is soliciting consents from holders of the following bonds:

• NOK 15 billion floating-rate covered bonds due 2025 (ISIN NO0010885353);

• NOK 500 million 2.385% covered bonds due 2025 (ISIN NO0010830003);

• NOK 500 million 4.675% covered bonds due 2025 (ISIN NO0010589880);

• NOK 15 billion floating-rate covered bonds due 2026 (ISIN NO0011017725); and

• NOK 8 billion floating-rate covered bonds due 2027 (ISIN NO0012757675).

For each series, holders will vote on an extraordinary resolution to approve the proposed changes at a meeting scheduled for Sept. 13.

The issuer is offering an early participation fee of 0.1% to eligible covered bondholders and ineligible covered bondholders who deliver consent instructions in favor of the extraordinary resolution by the early instruction deadline.

Eligible covered bondholders are holders located or residing outside the United States and not a U.S. person under Regulation S.

To pass, the extraordinary resolution requires a majority in favor consisting of at least 75% of the votes cast at the relevant meeting, including any adjourned meeting.

The quorum required at each meeting is, for the two series of 2025 fixed-rate bonds and the 2027 floating-rate bonds, two or more persons holding a clear majority of the outstanding amount of the relevant series; and, for the 2025 floating-rate bonds and the 2026 floating-rate bonds, two or more persons holding at least 1/20 of the outstanding amount of the relevant series.

The quorum for any adjourned meeting is, for the three series of 2025 bonds and the 2026 floating-rate bonds, two or more persons holding any amount of the relevant series; and, for the 2027 floating-rate bonds, two or more persons holding at least 25% of the outstanding amount of the series.

The quorum required for, and the required majority of votes cast at, each meeting must be met by eligible covered bondholders, regardless of any participation by ineligible covered bondholders.

The early instruction deadline and ineligible instruction deadline for the consent solicitations will be 11 a.m. ET on Aug. 31.

The expiration deadline is at 11 a.m. ET on Sept. 8.

The meetings will begin at 5 a.m. ET on Sept. 13.

Payment of any early participation fee and any ineligible holder payment will be made no later than the fifth business day immediately following the applicable meeting at which the extraordinary resolution is passed.

Danske Bank expects to exercise the new issuer substitution option, if approved, once the sale of its personal customer business in Norway to Nordea closes, which is currently expected to be during the fourth quarter of 2024.

BofA Securities Europe SA (+33 1 877 01057; DG.LM-EMEA@bofa.com), Danske Bank A/S (+45 33 64 88 51; liabilitymanagement@danskebank.dk) and Nordea Bank Abp (+45 61 61 29 96; nordealiabilitymanagement@nordea.com) are the solicitation agents.

Nordic Trustee AS (+47 22 87 94 00; mail@nordictrustee.com) is tabulation agent.

Danske Bank is based in Copenhagen.

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