Ringkjobing Landbobank A/S Publication of Prospectus (8168S)

TIDM80VD

RNS Number : 8168S

Ringkjobing Landbobank A/S

21 March 2016

RINGKJØBING LANDBOBANK AKTIESELSKAB

(incorporated with limited liability in Denmark)

EUR2,000,000,000

Euro Medium Term Note Programme

Under this EUR2,000,000,000 Euro Medium Term Note Programme (the "Programme"), Ringkjøbing Landbobank Aktieselskab (the "Issuer" or the "Bank") may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below).

This Prospectus supersedes any previous prospectus, offering memorandum, programme memorandum, information memorandum or any amendments or supplements thereto.

The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed EUR2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.

The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Notes may be issued in (a) uncertificated and dematerialised book entry form ("VP Systems Notes") cleared through either (i) the Danish Securities Centre (Da. "VP Securities A/S") ("VP Notes" and the "VP", respectively) or (ii) VP Lux S.à r.l. ("VP Lux Notes" and the "VP Lux", respectively) or (b) bearer form ("Bearer Notes").

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".

Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the "UK Listing Authority") for Notes issued under the Programme during the 12 month period from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's regulated market.

References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange's regulated market and have been admitted to the Official List. The London Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive").

Details of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes and the issue price of Notes for each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the "Final Terms").

The Bearer Notes of each Tranche will initially be represented by a temporary global note or a permanent global note which will be deposited on the issue date thereof with the common depository or, as the case may be, common safekeeper on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or any other agreed clearing system. The VP Systems Notes of each Tranche will be issued in uncertificated and dematerialised book entry form as more fully described in the "Form of the Notes" and "Terms and Conditions of the Notes".

The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a new Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

The Issuer has been rated Baa1 by Moody's Investors Service Ltd. Where a certain Series of Notes is rated, such rating will be specified in the applicable Final Terms. Please also refer to "Credit ratings may not reflect all risks" in the Risk Factors section of this Prospectus. For the purposes of the credit ratings included and referred to in this Prospectus, Moody's Investors Service Ltd. is established in the European Union and is registered under the CRA Regulation.

 
       Arranger 
        Nordea 
 
       Dealers 
 Danske Bank   Nordea 
         SEB 
 

The date of this Prospectus is 21 March 2016.

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.

The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the case may be.

Copies of Final Terms will be available from the registered office of the Issuer and (in the case of Bearer Notes) the specified office set out below of each of the Paying Agents (as defined below) or (in the case of VP Systems Notes) the specified office of VP Issuing Agent (as defined below).

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus.

Save for the Issuer, no party has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the Programme.

No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers.

Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any information coming to their attention.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons

March 21, 2016 14:21 ET (18:21 GMT)

Relevant Agent..................................................... 37

Relevant Date........................................................ 54

relevant Dealer.......................................................... i

Relevant Implementation Date............................ 84

Relevant Indebtedness........................................ 31

Relevant Member State........................................ 84

Relevant Notes...................................................... 33

Relevant Screen Page........................................... 39

Relevant Time........................................................ 39

Reset Date........................................................ 36, 45

Reset Determination Date.................................... 45

Reset Margin......................................................... 45

Reset Period........................................................... 45

Responsible Person............................................... iii

Revised Deposit Guarantee Schemes Directive. 9

Securities Act......................................................... iii

Securities Trading Act......................................... 27

Security Interest.................................................... 30

SEK........................................................................... v

Selection Date........................................................ 51

Series....................................................................... 28

SIFI.......................................................................... 80

Sterling.................................................................... iv

STIBOR................................................................... 39

Subsequent Reset Margin................................... 45

Subsequent Reset Period..................................... 45

Subsequent Reset Rate of Interest..................... 45

Subsidiary.............................................................. 58

sub--unit.................................................................. 34

Swedish Kroner....................................................... v

Talons..................................................................... 27

TARGET2 System................................................. 35

Tax Jurisdiction..................................................... 54

Temporary Global Note........................................ 16

Tier 2 Capital...................................................... 9, 30

Tranche................................................................... 28

Treaty...................................................................... 33

U.S. dollars.............................................................. iv

U.S.$......................................................................... iv

UK Listing Authority.............................................. i

VaR.......................................................................... 76

Voting VP Systems Notes.................................... 61

VP......................................................................... i, 27

VP Issuing Agency Agreement.......................... 27

VP Issuing Agent.................................................. 27

VP Lux.................................................................. i, 27

VP Lux Notes...................................................... i, 27

VP Notes.............................................................. i, 27

VP Systems Notes.............................................. i, 27

 
                       ISSUER 
      Ringkjøbing Landbobank Aktieselskab 
                      Torvet 1 
               DK-6950 Ringkøbing 
                       Denmark 
         ISSUING AND PRINCIPAL PAYING AGENT 
     BNP Paribas Securities Services, Luxembourg 
                        Branch 
               60, Avenue J:F: Kennedy 
                 L - 1855 Luxembourg 
                     Luxembourg 
                   LEGAL ADVISERS 
    To the Issuer as to       To the Dealers as to 
         Danish law                English law 
    Gorrissen Federspiel       Clifford Chance LLP 
  H.C. Andersens Boulevard     10 Upper Bank Street 
             12                    Canary Wharf 
     DK-1553 Copenhagen           London E14 5JJ 
             V 
          Denmark 
                      AUDITORS 
                    To the Issuer 
      PricewaterhouseCoopers, Statsautoriseret 
               Revisionspartnerselskab 
                     Platanvej 4 
                   DK-7400 Herning 
                       Denmark 
                      ARRANGER 
               Nordea Bank Danmark A/S 
                    Christiansbro 
                    Strandgade 3 
                DK-1401 Copenhagen K 
                       Denmark 
                       DEALERS 
       Danske Bank A/S          Nordea Bank Danmark 
                                        A/S 
     2-12 Holmens Kanal            Christiansbro 
    DK-1092 Copenhagen K           Strandgade 3 
           Denmark              DK-1401 Copenhagen 
                                         K 
                                      Denmark 
 
       Skandinaviska Enskilda Banken AB (publ) 
           Kungsträdgårdsgatan 8 
                   106 40 Stockholm 
                        Sweden 
 
 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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March 21, 2016 14:21 ET (18:21 GMT)