Danske Bank Announces an Exchange Offer for Any and All of its U.S.$1,500,000,000 5.000 Percent Non-Preferred Senior Notes due 2022

COPENHAGEN, Denmark, June 12, 2020 /PRNewswire/ -- Danske Bank A/S (the "Bank") announced today the commencement of an offer to exchange any and all of its outstanding U.S.$1,500,000,000 5.000 Percent Non-Preferred Senior Notes due 2022 (CUSIP 23636AAS0 and 23636BAS8; ISIN US23636AAS06 and US23636BAS88) (the "Existing Notes") for (1) new U.S.$-denominated 5.000 Percent Non-Preferred Senior Fixed Rate Resettable Notes due 2023 (the "New Notes") and (2) a cash payment set forth in the table below (the "Exchange Fee") (such offer, the "Exchange Offer"), on the terms and subject to the conditions set forth in the exchange offer memorandum dated June 12, 2020 (the "Exchange Offer Memorandum" and, together with the notice of guaranteed delivery, the "Exchange Offer Documents"). 

The purpose of the Exchange Offer is to manage the Bank's Minimum Requirement for Own Funds and Eligible Liabilities ("MREL") as the New Notes are expected to be eligible for MREL until the Reset Date (as defined below). The Bank expects to meet its MREL requirements irrespective of the outcome of the Exchange Offer.

The terms of the New Notes will be substantially identical to the terms of the Existing Notes, except that the New Notes (i) will have a maturity date of January 12, 2023, (ii) will be redeemable, at the option of the Issuer (the "Call Option"), in whole but not in part, at 100 percent of their principal amount, together with any accrued and unpaid interest on the New Notes, on January 12, 2022 (the "Reset Date"), (iii) will bear interest (x) from and including January 12, 2020 (the most recent interest payment date on the Existing Notes) to but excluding the Reset Date, at a rate of 5.000 percent, and (y) if the Call Option is not exercised, from and including the Reset Date to but excluding January 12, 2023, at a rate per annum equal to 1-year CMT Rate plus 1.73 percent (the "Reset Margin"), and (iv) are expected to be admitted to trading as a separate series of securities on the global exchange market (the "Global Exchange Market") of the Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin"), which is the exchange regulated market of Euronext Dublin.

The following table sets forth certain terms of the Exchange Offer:

The Exchange Offer will expire at 5:00 p.m., New York City time, on June 19, 2020, unless extended or earlier terminated by the Bank (such date and time, as the same may be extended or earlier terminated, the "Expiration Date"). Tenders of Existing Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on June 19, 2020, unless extended by the Bank, but tenders will thereafter be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law.

In exchange for each U.S.$1,000 principal amount of Existing Notes that is validly tendered on or prior to the Expiration Date or the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures and accepted for exchange, and not validly withdrawn, Eligible Holders (as defined herein) will receive the total consideration set out in the table above (the "Total Consideration").

No accrued but unpaid interest will be paid on the Existing Notes in connection with the Exchange Offer. However, interest on each New Note will accrue from and include the most recent interest payment date of the tendered Existing Note.

The consummation of the Exchange Offer is subject to, and conditioned upon, the satisfaction or waiver of the conditions set forth in the Exchange Offer Memorandum. In addition, the Bank will not complete the Exchange Offer if (i) the aggregate principal amount of New Notes to be issued pursuant to the Exchange Offer would be less than U.S.$300,000,000 or (ii) the aggregate principal amount of the Existing Notes that the Bank would be required to purchase from Ineligible Holders pursuant to the Cash Option (as defined below) would be higher than U.S.$100,000,000. All conditions to the Exchange Offer must be satisfied or waived at or by the Expiration Date.

Subject to applicable law, the Bank reserves the right to extend the Exchange Offer, waive any and all conditions to or amend the Exchange Offer in any respect or terminate the Exchange Offer.

The New Notes will be issued only in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Bank will not accept tenders of the Existing Notes if such tender would result in the holder thereof receiving in the Exchange Offer an amount of a New Note below the minimum denomination of U.S.$200,000.  

Application will be made to Euronext Dublin for the New Notes to be admitted to the Official List of Euronext Dublin and to trading on the Global Exchange Market.

Upon the terms and the conditions of the Exchange Offer, the Bank will deliver the New Notes and pay the Exchange Fee on the Settlement Date, which is expected to be June 24, 2020.

The Exchange Offer and the issuance of the New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), under any other federal, state or other law pertaining to the registration of securities, or with any securities regulatory authority of any State or other jurisdiction. The Exchange Offer will only be made, and the New Notes are only being offered and will only be issued, to Eligible Holders of Existing Notes either (a) in the United States, that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs"), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act, or (b) outside the United States and Canada, (i) that are persons other than "U.S. persons" as defined in Rule 902 under the Securities Act, and (ii) if located or resident in the European Economic Area (the "EEA") or the United Kingdom, that are persons other than "retail investors" (for these purposes, a "retail investor" means a person who is one (or more) of: (x) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (y) a customer within the meaning of the Directive 2016/97/EU, as amended (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II). Holders of Existing Notes who certify to the Bank that they are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions are referred to as "Eligible Holders" and all other holders of Existing Notes as referred to as "Ineligible Holders".

Only Eligible Holders are authorized to receive or review the Exchange Offer Memorandum and to participate in the Exchange Offer. The Exchange Offer is not available to Ineligible Holders. Ineligible Holders may contact D.F. King & Co., Inc. to receive cash in an amount intended to approximate the value of the New Notes offered in the Exchange Offer (the "Cash Consideration"), together with any accrued and unpaid interest on the Existing Notes (the "Cash Option").

The New Notes have not been and will not be registered under the Securities Act or any other applicable securities laws. The New Notes may not be offered or sold except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable state or other securities laws.

Eligible Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer, before the deadlines specified in the Exchange Offer Memorandum. The deadlines set by any such intermediary and The Depository Trust Company for the submission of tender instructions will be earlier than the relevant deadlines specified herein and in the Exchange Offer Documents.

The Exchange Offer Documents will only be made available to holders of Existing Notes who certify that they are authorized to receive or review the Exchange Offer Documents and to participate in the Exchange Offer.

Danske Bank A/S, J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and BofA Securities, Inc. are acting as dealer managers for the Exchange Offer (the "Dealer Managers"). The information and exchange agent for the Exchange Offer is D.F. King & Co., Inc. (the "Information and Exchange Agent"). Copies of the Exchange Offer Documents are available by contacting the Information and Exchange Agent at +1 (888) 541-9895 (toll-free) or +1 (212) 269-5550 (collect) or by email: [email protected]. The Exchange Offer Documents can be accessed at the following link: www.dfking.com/danske_us. Questions regarding the Exchange Offer should be directed to BNP Paribas Securities Corp. at +1 (212) 841-3059 (collect) or +1 (888) 210-4358 (toll-free) or +33 1 55 77 78 94 (Europe) or by email: [email protected], or to BofA Securities, Inc. at +1 (704) 387-3907 (collect) or +1 (888) 292-0070 (toll-free) or +44 20 7996 5420 (London) or by email: [email protected], or to Danske Bank A/S at +45 4514 3233, or to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-8553 (collect) or +44 20 7134 2468 (London).

This announcement shall not constitute an offer to purchase or sell or a solicitation to buy or sell any securities. The Exchange Offer is being made only pursuant to the Exchange Offer Documents and only in such jurisdictions as is permitted under applicable law.

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Exchange Offer Memorandum.

Forward-Looking Statements

Any statements contained in this document that are not historical facts may be forward-looking statements. Forward-looking statements are generally identified by terminology such as "targets", "believes", "estimates", "expects", "aims", "intends", "plans", "seeks", "will", "may", "anticipates", "would", "could", "continues" or similar expressions or the negatives thereof, but these words are not the exclusive means of identifying forward-looking statements in the Exchange Offer Memorandum and the documents incorporated by reference therein.

Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Group, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. More detailed information about these factors may be found in the Exchange Offer Memorandum, including the documents incorporated by reference therein.

The Bank does not intend, and does not assume any obligation, to update any forward-looking statements contained herein, except as may be required by law. All subsequent written and oral forward-looking statements attributable to the Bank or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in the Exchange Offer Memorandum.

This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum (including the documents incorporated by reference therein) contain important information which must be read carefully before any decision is made with respect to the Exchange Offer. If any holder of Existing Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. None of the Bank, the Dealer Managers, the Information and Exchange Agent or the fiscal agent and paying agent for the Existing Notes and/or the New Notes or any other person is making any recommendation as to whether or not holders should tender their Existing Notes for exchange in the Exchange Offer. Holders must make their own decision whether to tender their Existing Notes in the Exchange Offer, and, if so, the amount of their Existing Notes to tender.

Offer and Distribution Restrictions

No action has been or will be taken in any jurisdiction that would permit a public offering of the New Notes or the possession, circulation or distribution of the Exchange Offer Memorandum or any material relating to the Bank, the Existing Notes or the New Notes in any jurisdiction where action for that purpose is required. Accordingly, the New Notes included in the Exchange Offer may not be offered, sold or exchanged, directly or indirectly, and neither this announcement, the Exchange Offer Memorandum nor any other offering material or advertisements in connection with the Exchange Offer may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.

The distribution of this announcement and the Exchange Offer Memorandum may be restricted by law. Persons into whose possession this announcement and the Exchange Offer Memorandum come are required by the Bank, the Dealer Managers and the Information and Exchange Agent to inform themselves about, and to observe, any such restrictions.

European Economic Area and the United Kingdom

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of the Insurance Mediation Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPS Regulation.

In addition, this announcement and the Exchange Offer Memorandum are only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and high net worth entities falling within Article 49(2)(a) to (d) of the Order, or persons falling within Article 43 of the Order; (ii) persons who are outside the United Kingdom; and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement and the Exchange Offer Memorandum relate, is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person should not rely on it.

Belgium

None of this announcement, the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Takeover Law or as defined in Article 3 of the Belgian Prospectus Law. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and none of this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. This announcement and the Exchange Offer Memorandum are only being issued for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this announcement and the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

This announcement, the Exchange Offer Memorandum and any other documents or offering materials relating to the Exchange Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation. Neither this announcement nor the Exchange Offer Memorandum have been or will be submitted for clearance to the Autorité des marchés financiers.

Italy

None of the Exchange Offer, this announcement, the Exchange Offer Memorandum, or any other documents or materials relating to the Exchange Offer has been or will be submitted to the clearance procedure of the CONSOB pursuant to Italian laws and regulations.

The Exchange Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

A holder or a beneficial owner of Existing Notes that is resident or located in the Republic of Italy can offer to exchange the Existing Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Exchange Offer.

Japan

The New Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The New Notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Singapore

Neither this announcement nor the Exchange Offer Memorandum has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement, the Exchange Offer Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Notes may not be circulated or distributed, nor may the New Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the New Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the New Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore ("Regulation 32").

Where the New Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the New Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Denmark

The New Notes have not been and will not be offered or sold or delivered directly or indirectly in Denmark by way of a public offering, unless, as applicable, in compliance with Regulation (EU) 2017/1129, the Danish Consolidated Act No. 377 of April 2, 2020, on Capital Markets, as amended, supplemented or replaced from time to time and any Executive Orders issued thereunder, including the Executive Order No. 1580 of December 17, 2018, as amended, supplemented or replaced from time to time, issued pursuant to the Danish Financial Business Act.

Canada

The Exchange Offer is not being made in Canada. Holders of Existing Notes located or resident in any province or territory of Canada are not eligible to participate in the Exchange Offer.

SOURCE Danske Bank A/S

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