Danske Bank gains consents to amend five series of bonds

By Mary-Katherine Stinson

Lexington, Ky., Sept. 13 – Danske Bank A/S reported the success of its consent solicitations for five series of its outstanding bonds, according to a news release.

The issuer was seeking to modify the terms and conditions of the bonds to include an issuer substitution option under each series. As the proposals have passed, Danske Bank will be able to substitute for itself Nordea Eiendomskreditt AS as debtor.

For each series, holders voted on an extraordinary resolution to approve the proposed changes at meetings starting at 5 a.m. ET on Sept. 13. The results from each bondholder meeting were as follows:

• The meeting for the NOK 15 billion floating-rate covered bonds due 2025 (ISIN: NO0010885353) was quorate with 94.78% of the total nominal amount outstanding being represented, and the relevant extraordinary resolution was passed with 100% of votes cast in favor;

• The meeting for the NOK 500 million 2.385% covered bonds due 2025 (ISIN: NO0010830003) was quorate with 100% of the total nominal amount outstanding being represented and voting in favor of the resolution;

• The meeting for the NOK 500 million 4.675% covered bonds due 2025 (ISIN: NO0010589880) was quorate with 100% of the total nominal amount outstanding being represented and voting in favor of the resolution;

• The meeting for the NOK 15 billion floating-rate covered bonds due 2026 (ISIN: NO0011017725) was quorate with 85.8% of the total nominal amount outstanding being represented, and the relevant extraordinary resolution was passed with 100% of votes cast in favor; and

• The meeting for the NOK 8 billion floating-rate covered bonds due 2027 (ISIN: NO0012757675) was quorate with 93.05% of the total nominal amount outstanding being represented, and the relevant extraordinary resolution was passed with 100% of votes cast in favor.

As previously reported, the issuer was 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 were holders located or residing outside the United States and not a U.S. person under Regulation S.

To pass, the extraordinary resolution required 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 was, 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 was, 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 had to 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 was 11 a.m. ET on Aug. 31.

The expiration deadline was 11 a.m. ET on Sept. 8.

Payment of any early participation fee and any ineligible holder payment will be made no later than Sept. 20, which is 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 expected to be during the fourth quarter of 2024 though this timing may be subject to change.

BofA Securities Europe SA (+33 1 87 70 10 57; 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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