Supplement No 2 to. Base prospectus for mortgage bonds and mortgage-covered bonds issued by Realkredit Danmark A/S 24 June 2015

Transcription

1 Supplement No 2 to Base prospectus for mortgage bonds and mortgage-covered bonds issued by Realkredit Danmark A/S 24 3 MAY 2016 TRANSLATION FROM DANISH THE DANISH VERSION PREVAILS Realkredit Danmark A/S CVR nr , København Page 1 af 6

2 Realkredit Danmark A/S hereby announces Supplement No 2 to Base prospectus for mortgage bonds and mortgage-covered bonds issued by Realkredit Danmark A/S of 24. As stated in company announcement number 31/2016, Realkredit Danmark will open up for issuing SDRO s without an interest rate floor in the future. Consequently, the base prospectus is amended as follows: Page 14, item 3.2 paragraph headed Interest rate risk is replaced by new paragraph: Interest rate risk An investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds. Fixed-rate Bonds involve a particularly high risk of a material decline in value if the market rate exceeds the rate paid in accordance with the fixed-rate Bonds. On the other hand, holders of fixed-rate Bonds with redemption options should not expect, in case of falling market rates, that the price would substantially exceed the redemption price. Bondholders with floating rate bonds without an interest rate floor risk having their holdings of Bonds written down with the interest amount when the coupon rate is negative. The write-down is calculated based on a price of 100, and the Bondholder might experience a loss/gain in this context. Page 16, Risk factors, item 3.2, Risks associated with the Bonds, Risks associated with the structure of the offer of Bonds is added a new subsection (prior to Block issues): Negative coupon rates on floating rate bonds without an interest rate floor When an interest rate fixing leads to negative coupon rates, Realkredit Danmark will have a claim on the Bondholder that falls due on the payment date of the relevant payment period. The payment of the Bondholder to Realkredit Danmark, as a result of the negative coupon, will be charged by Realkredit Danmark in the form of an additional drawing (interest drawing), settled at a price of 100, corresponding to the nominal value of the interest payment. Generally, the interest drawing will not affect the regular drawings occurring due to repayments, terminations etc. Realkredit Danmark reserves the right, however, to reduce regular drawings as well. Additional drawing of bonds as a result of negative coupon rates will take place at the same time as normal drawings in the specific ISIN. Page 41, Securities note, item is replaced by new item Nominal rate of interest The Bonds may be issued with a fixed or a floating coupon rate. For fixed-rate Bonds, the nominal rate of interest (coupon rate) is stated in the Final Terms. On floating rate Bonds, the reference rate, margin and a possible interest rate floor is stated in the Final Terms. For Bonds whose term to maturity is extended in accordance with section 6 of the Mortgage Credit Loans and Mortgage Credit Bonds, etc. Act, the following applies: Pursuant to section 6 of the Mortgage-Credit Loans and Mortgage-Credit Bonds etc. Act, Realkredit Danmark A/S may decide that Bonds in a specific ISIN be fully or partly extended by 12 months from the ordinary maturity date of the Bonds. Realkredit Danmark A/S CVR nr , København Page 2 af 6

3 The extension rate on Bonds that can be extended will be determined by Realkredit Danmark A/S in accordance with section 6 of the Mortgage-Credit Loans and Mortgage- Credit Bonds etc. Act, and announced on Realkredit Danmark A/S website, and in a company announcement, and will take effect at the time of the first extension of maturity. The coupon set for the first extension of maturity also applies to any further extensions of maturity. Appendix 2: Template for final terms, item Interest is replaced by new item Interest: Interest The interest rate is [fixed][floating]. Information about each specific ISIN is shown in table 1. [When opening other ISINs, Realkredit Danmark A/S will determine the coupon rate [interest fixing and any interest premium per annum] and the amortisation method.] [Realkredit Danmark determines the initial coupon rate for an ISIN immediately before the ISIN is opened. The initial coupon rate is shown in table 2.] [The coupon is determined as the [CIBOR][STIBOR] [CITA][NIBOR][EURIBOR][other reference ] rate (as defined herein) [multiplied by [365/360] [other fraction] plus a specified margin/spread for each ISIN.] [The coupon rate is rounded to [two][*] decimal points.] [The calculated coupon may become negative. Table 1 shows whether the specific ISIN in this situation will be floored at 0% (interest rate floor) or if the calculated negative coupon will become effective.] [Realkredit Danmark determines the fixing-dates, the annual margin, any interest rate floor and the amortisation at the opening of other ISINs.] [*] Appendix 2: Template for final terms, item Payment dates is replaced by new item Payment dates: Payment dates [Payment dates are the first [Danish] [*] banking day after the expiry of a payment period.] [Description of other payment dates] [Interest payments cover the preceding payment period and are calculated based on the Bond conventions in force from time to time. ] [*] [When an interest rate fixing leads to negative coupon Realkredit Danmark A/S CVR nr , København Page 3 af 6

4 rates, Realkredit Danmark will have a claim on the Bondholder that falls due on the payment date of the relevant payment period. The payment of the Bondholder to Realkredit Danmark, as a result of the negative coupon, will be charged by Realkredit Danmark in the form of an additional drawing (interest drawing), settled at a price of 100, corresponding to the nominal value of the interest payment. Generally, the interest drawing will not affect the regular drawings occurring due to repayments, terminations etc. Realkredit Danmark reserves the right, however, to reduce regular drawings as well. Additional drawing of bonds as a result of negative coupon rates will take place at the same time as normal drawings in the specific ISIN.] When opening new ISINs, Realkredit Danmark A/S determines the date of and the number of annual payment dates. ] [*] Realkredit Danmark A/S CVR nr , København Page 4 af 6

5 Appendix 2: Template for final terms, Table 1, Floating rate bonds is replaced by new table 1: [Floating rate bonds: Table 1 Floating rate bonds ISIN Reference rate Margin/ Spread to fixing rate p.a. Interest rate floor Annual Fixings Fixing effective from First fixing effective from Start of interest accrual Opening date Closing date Maturity date Amortisation Realkredit Danmark A/S CVR nr , København Page 5 af 6

6 Right of withdrawal Investors, who have agreed to purchase or subscribe for bonds prior to the announcement of this supplement, have the right to withdraw their acceptance within a period of at least two business days after publication of the supplement on 3 May 2016, pursuant to art. 16(2) of the Prospectus Directive and relevant Danish law. Statement by management The Executive Board today reviewed and approved this Supplement to the Base Prospectus for mortgage bonds and mortgage-covered bonds issued by Realkredit Danmark A/S of 24 in pursuance of the Board of Director s authority to the Executive Board as of 3 March We, the members of the Executive Board of Realkredit Danmark A/S, hereby declare that, to the best of our knowledge and belief, the information contained in the prospectus (the registration document, the securities note, the supplements and appendix) is in accordance with the facts and does not omit anything likely to affect the import of such information, and that all relevant information contained in the minutes of the Board of Directors, long-form audit reports and any other internal documents is contained herein. The company s Executive Board hereby declare that there are no potential conflicts of interest between the company s Board of Directors and the Executive Board, between the obligations that the members of the Board of Directors and the Executive Board of Realkredit Danmark A/S have in respect of Realkredit Danmark A/S and their private interests and/or other obligations. Copenhagen, 3 May 2016 The Executive Board Carsten Nøddebo Rasmussen Chief Executive Officer Henrik Blavnsfeldt Senior Vice President Under powers of procuration Realkredit Danmark A/S CVR nr , København Page 6 af 6