FINAL TERMS FOR BONDS (Senor Secured Bonds) DKK2,000,000,000 FRN 2016/2019

Transcription

1 FINAL TERMS FOR BONDS (Senor Secured Bonds) DKK2,000,000,000 FRN 2016/2019 issued in pursuance of section 15 of the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds etc. Act by DLR KREDIT A/S (hereafter DLR or the Issuer ) This document has been translated from Danish into English. However, the original Danish text is the governing text for all purposes, and in case of discrepancy the Danish wording will be applicable.

2 These final terms (the Final Terms ) apply to bonds (Senior Secured Bonds) issued by DLR in pursuance of section 15 of the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds, etc. Act. The final terms exclusively relate to the specific issue of bonds (the Bonds ) listed in the Final Terms below. The Bonds are issued pursuant to the Base Prospectus for bonds (Senior Secured Bonds) issued in pursuance of section 15 of the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds, etc. Act by DLR Kredit A/S ( Basisprospekt for obligationer (senior secured bonds) udstedt i medfør af 15 i lov om realkreditlån og realkreditobligationer m.v. af DLR Kredit A/S ) dated 14 September 2015 and any addendums to this base prospectus (together the Base Prospectus ). DLR represents: that the Final Terms have been prepared in accordance with Article 5 (4) of Directive 2003/71/EC and must be read in conjunction with the Base Prospectus and any addendums to the Base Prospectus; that the Base Prospectus has been published online at DLR s website, and at the website of the Danish FSA, that in order to obtain all information an investor must read the Base Prospectus, any addendums to the Base Prospectus and the Final Terms of the specific bonds; and that the summary for this specific issue is attached as Annex A to the Final Terms. Page 2 / 17

3 Final bond terms Opening date: 12 September 2016 Capital centre (cover pool): Capital centre B Bond type: Senior Secured Bonds (Sec. 15 bonds, SSB) ISIN: DK Maturity date: 1 October 2019 The bonds are comprised by statutory maturity extension in case the refinancing trigger on covered bonds issued in Capital Centre B is applied, as specified below. Currency: DKK (Danish kroner) Interest rate: Interest: The bonds carry a floating interest rate. Annual repayment dates: 4 Nominal coupon rate: A floating coupon rate which is composed of the reference rate of interest plus the interest rate spread. The coupon rate cannot be negative. In case the interest rate fixing for a fixing period results in the reference rate of interest rate plus the interest rate spread being negative, the coupon rate for the given fixing period will be fixed at zero. Annual interest rate spread: 0.60% Interest rate ceiling: None Interest rate floor: 0% Reference rate: Interest rate fixing frequency: 3M CIBOR (Copenhagen Interbank Offered Rate) Quarterly Interest rate fixing method: 3M CIBOR is fixed 2 Banking days before 1 January, 1 April, 1 July and 1 October (the fixing date). Page 3 / 17

4 Interest rate fixing period: Day count convention: The period from and including 1 October 2016 until (but excluding) the first interest payment date, and hereafter every subsequent period from and including an interest payment date until (but excluding) the subsequent interst payment date. Actual/360 Interest payment date: 1 January, 1 April, 1 July and 1 October of each year, starting 1 January 2017 until (and including) 1 October If the interest payment date is not a Banking Day, the interest payment will be postponed to the next Banking Day. First date of interest accrural: 1 October 2016 Accrued interest: Information on the development of the money market rate forming the basis for the reference rate: Yield-to-maturity: The Bonds carry accrued interest for 2 days as the date of issuance is 3 October The first coupon follows the fixing period, so the coupon is calculated as 3M Cibor on the 2 nd last Banking Day of September (29 September 2016) +0.60%. Nasdaq Copenhagen A/S collects, calculates and publishes the 3M CIBOR reference rate around 11:00 am on Banking Days on Historical data on 3M CIBOR are available here as well. Ex-post calculation of the yield-to-maturity is not possible as the Bonds carry a floating interest rate. Statutory maturity extension in the event of an insufficient number of buyers (refinancing failure trigger): If covered bonds (SDO) issued from Capital Centre B are extended pursuant to a statutory maturity extension in the event of an insufficient number of byers at refinancing, cf. section 6 in the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds, etc. Act, DLR will extend the maturity correspondingly on SSBs used as supplementary security for the covered bonds if the SSBs mature during the extension period. The SSBs concerned can, however, be ordinarily redeemed at maturity if DLR issues or has issued new bonds to fully or partly replace the maturing SSBs. Reference is made to item 2.3 in Section 2 (Risk Factors), and item in Section 7 (the Securities Note) of the Base Page 4 / 17

5 Prospectus for a further description of the provisons regarding statutory maturity extension. Terms for the issuance Opening period: 12 September Subscription proces: Restrictions on the individual investor s right to subscribe for the Bonds: The Bonds are placed in the market by the financial intermediaries on behalf of DLR. DLR has set no limit on the number of subscriptions allowed for the individual investors. Denomination: DKK 0.01 (minimum accounting unit)/dkk 1,000,000 (minimum trading unit). Offer price: 100 Other expenses payable by bond purchasers: No expenses other that ordinary transaction costs will be payable by Bond purchasers. Listing: The Bonds will be admitted to listing on Nasdaq Copenhagen A/S with an expected effect from 12 September Securities depository: The Bonds are issued through, and registered with: VP Securities A/S, Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark ( VP ). Value date: The Bonds are traded with a 2-day settlement period unless otherwise agreed. Agreement on the placement of the Bonds: DLR has made an agreement with the following securities dealers on the placement of the Bonds: Jyske Bank A/S, Vestergade 8-16, DK 8600 Silkeborg Sydbank A/S, Peberlyk 4, DK 6200 Aabenraa Spar Nord Bank A/S, Skelagervej 15, DK 9100 Aalborg Financial intermediaries use of the Base Prospectus: DLR has granted consent to the following financial intermediaries use of the Base Prospectus in connection with the offer and placing of the Bonds: Jyske Bank A/S, Vestergade 8-16, DK 8600 Silkeborg Sydbank A/S, Peberlyk 4, DK 6200 Aabenraa Page 5 / 17

6 Spar Nord Bank A/S, Skelagervej 15, DK 9100 Aalborg The following terms apply to the consent: On 29 August 2016, DLR has authorised the financial intermediaries to use the Base Prospectus during the offer period in connection with one issue in Denmark. Agreement on the underwriting of the Bonds: DLR has made no binding agreement with any entity on the underwriting of the Bonds. Agreement on market making: DLR has made no agreement with any entity on the quotation of bid and offer prices on the Bonds. Other information on the Bonds Capital Centre The Bonds are issued out of DLR capital centre B. Annex B to these Final Terms contains an overview as at today s date of bonds issued out of DLR capital centre B. Information on the outstanding amount of Bonds: DKK 2,000,000, Conflicting interests: DLR has no knowledge of any conflicting interests material to the offer of the Bonds. Authorisation and approval pursuant to which the Bonds are issued: The Bonds are issued pursuant to the Authorisation from the Board of Directors to the Executive Board of DLR Kredit A/S to sign prospectuses and supplements to prospectuses for bonds (Senior Secured Bonds) issued in pursuance of section 15 in the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds, etc. Act, dated 22 October 2015, and the General guidelines from the Board of Directors to the Executive Board of DLR Kredit A/S, approved by the Board of Directors on 22 October Credit rating of the Bonds: DLR has not applied for a credit rating of the Bonds. Page 6 / 17

7 These Final Terms have been approved by DLR on 12 September On behalf of DLR Kredit A/S: [signed] Name: Title: [signed] Name: Title: Page 7 / 17

8 Annex A: Summary of the Base Prospectus for covered bonds, including information on the Final Bond Terms This summary is based on a number of minimum disclosure requirements called building blocks. These building blocks are numbered in sections A to E (A.1 E.7). This summary includes all the building blocks required in a summary prepared on this type of issuer and securities. Because not all building blocks are subject to disclosure requirements, the numbering of the building blocks is not complete. Although a certain building block may be subject to requirement for inclusion in the summary due to the type of issuer or security, there may not be any relevant information on the building block in question. In such case the summary will provide a brief description of the building block and the text Not relevant. SUMMARY Section A Introduction and warnings A.1 Warnings Potential investors should be aware that: this summary should be read solely as an introduction to the Base Prospectus and the relevant Final Terms; any decision to invest in the Bonds should be based on consideration of the Base Prospectus as a whole; any investor wishing to bring a claim relating to the information contained in the Base Prospectus and the relevant Final Terms before a court of law may, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus and the Final Terms before the legal proceedings can be initiated; and civil liability attaches only to those persons who have tabled the summary or a translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus and the relevant Final Terms or it does not provide, when read together with the other parts of the Base Prospectus and the relevant Final Tems, key information in order to aid investors when cosidering whether to invest in the Bonds. Page 8 / 17

9 A.2 Financial intermediaries use of the Base Prospectus In connection with the Bond offer the Issuer expressly provides its consent to the use of the Base Prospectus for subsequent resale or final placement of the Bonds by financial intermediaries. Resale or final placement of the Bonds may take place on 12 September On 28 August 2016, DLR has authorized the financial intermediaries to use the Base Prospectus during the offer period in connection with one issue offered in Denmark. If a financial intermediary uses the Base Prospectus to make an offer of Bonds issued in accordance with the Base Prospectus, the financial intermediary will provide information on the terms and conditions of the offer at the time the offer is made. A financial intermediary that uses the Base Prospectus will declare on its website that the prospectus is used in conformity with the consent and related conditions. Section B Issuer B.1 The Issuer s legal name and commercial names The full name of the Issuer is DLR Kredit A/S. The Issuer s only commercial name is: Dansk Landbrugs Realkreditfond A/S (DLR Kredit A/S). B.2 The Issuer s domicile, legal form and country of incorporation The Issuer s domicile is located at this address: DLR Kredit A/S Nyropsgade Copenhagen V Denmark DLR Kredit is a limited liability company incorporated in Denmark which carries on mortgage credit business and other business permitted pursuant to the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds etc. Act and any other applicable legislation governing mortgage banks in force at any given time. DLR Kredit is subject to Danish law and to supervision by the Danish Financial Supervisory Authority (the Danish FSA). B.4b Trend information Not applicable: At the date of the Final Terms, DLR has no information on any known trends, uncertainties, claims, obligations or events which may reasonably Page 9 / 17

10 be expected to have a significant impact on DLR s prospects in the current financial year. B.5 Group Not applicable: DLR is not part of a group. B.9 Profit forecasts Not applicable: Current profit forecasts and estimates for DLR are not considered to have any significant impact on the assessment of the Bonds offered and are therefore not included in the Base Prospectus. B.10 Qualifications in the audit report on historical financial information B.12 Historical financial information Not applicable: The audit report has been issued without qualifications. DKKm 1H 1H Profit and loss account: Core income ,239 1,169 Staff costs and administrative expenses, etc Provision for impairments on loans and receivables, etc Core earnings Earnings from securities portfolio (subfunds) Profit before tax Profit after tax Balance sheet: Loans 136, , , ,219 Bonds issued 137, , , ,324 Own funds after deduction 11,585 12,183 12,485 12,520 Financial ratios (pc): Capital ratio 1) Core equity ratio 1) Profit before tax as a percentage of equity ) Including profit of the period In March 2016, DLR got the approval from the Danish FSA to employ advanced IRB models fot the calculation of the risk exposure for credit risk on the portfolio of lending to full-time farms, which have been applied in H For the remaining periods the standard method has been applied to the total portfolio. Page 10 / 17

11 In H1 2016, DLR s capital was affected by the buy-back of own shares of DKK 542 million and IRB related deductions of DKK 713 million. There has been no material adverse change in DLR s prospects since the end of the last financial reporting period. There have been no significant changes in DLR s financial or trading position subsequent to the period covered by the historical financial information. B.13 Description of significant events affecting the Issuer s solvency There have been no major events of significance to DLR's solvency subsequent to the end of the last financial reporting period. B.14 Dependence on other group entities Not applicable: DLR s financial position is not dependent on other group entities. B.15 The Issuer s principal activities DLR is a mortgage bank operating in Denmark. In addition, DLR operates a mortgage lending business in Greenland and the Faeroe Islands of minor significance. DLR primarily offers mortgage financing of agricultural, forestry and market garden property, private residential rental property, private co-operative property, office and business property and manufacturing and manual industry property. B.16 Ownership DLR s shareholders are primarily countrywide and local financial institutions in Denmark. DLR has no knowledge of any direct or indirect external ownership or control of DLR. B.17 Credit ratings At the date of the Final Terms, DLR has been assigned a Long-Term Issuer Credit Rating from S&P Global Ratings ( S&P ) of BBB+ with a stable outlook and a Short-Term Credit Rating of A-2 with a stable outlook. At the date of the Final Terms, covered bonds issued from DLR capital centre B are rated AAA with a stable outlook by S&P. Bonds (Senior Secured Bonds) isued in accordance with these Final Terms are not comprised by any credit rating. Page 11 / 17

12 Section C - Securities C.1 Security type and ISIN Bonds (Senior Secured Bonds, SSB) issued in pursuance of section 15 of the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds, etc. Act The ISIN of the Bonds is: DK C.2 Currency DKK (Danish kroner) C.5 Restrictions on the free transferability of the Bonds Not applicable. The Bonds are freely negotiable. C.8 Rights attached to the Bonds The Bonds are irredeemable on the part of the bondholders until maturity. In the event of the Issuer s bankruptcy, holders of senior secured bonds have secondary secured creditor status in relation to the assets of the capital centre out of which the Bonds have been issued (capital centre B). Any residual claim may be raised as an unsecured claim against the assets available for distribution in the general capital centre. The Issuer is entitled to defer payments to holder of Bonds if: a) Such payments would cause a breach of the balance principle, and b) DLR has initiated a reconstruction pursuant to the Danish Bankruptcy Act, or a bankruptcy order is issued over DLR. The Issuer may buy up the Bonds (or portions thereof) prior to maturity and retain any such purchased bonds as its own bonds or amortize the bonds through cancellation. C.9 Interest rate and investor representation The Bonds carry interest until redemption, accruing from 1 October The interest terms are specified in the Final Terms. The interest rate cannot be negative. Bondholders do not have investor representation. C.10 Derivative component in the interest payment Not applicable: There is no derivative component in the interest payment on the Bonds. Page 12 / 17

13 C.11 Listing The Bonds will be admitted to listing on Nasdaq Copenhagen A/S with an expected effect from: 12 September Section D - Risks D.2 Key risk factors relating to the Issuer As a mortgage bank, the Issuer accepts credit risk, liquidity risk and market risk as well as operational risks and counterparty risk. The Issuer is subject to Danish and international law. Changes to statutory requirements and supervisory procedures and the implementation of new rules may entail a number of risks. The issuer routinely addresses changes to capital requirements and debt buffer requirements etc. D.3 Key risk factors relating to the Bonds Investment in Bonds issued in pursuance of section 15 in the Danish Mortgage- Credit Loans and Mortgage-Credit Bonds, etc. Act (senior secured bonds) is subject to a number of risk factors of which interested investors should be aware. In the event of the Issuer s bankruptcy, holders of Bonds will obtain a preferential claim on the assets of the capital centre only after deduction of costs of the bankruptcy proceedings, the claims of holders of ROs, SDOs (and, where relevant, bonds that have forfeited their designation as SDOs) and financial contract counterparties and interest accrued on these claims from the date of the liquidation order. Other risks associated with investment in the Bonds: changes to redemption and interest rate terms of the Bonds caused by statutory provisons regarding refinancing risk; non-compliance with the balance principle; tax matters; pricing of the Bonds; risks associated with bankruptcy rules; legislative amendments; and limitations of the Issuer s liability. Should one or more of the risks mentioned above materialise, investors may the value of their entire investment in the Bonds or part of it. Page 13 / 17

14 Section E - Offer E.2b Reason for the offer and use of proceeds when different from making profit and/or hedging certain risks Proceeds derived from the issuance of Bonds will be applied to procure supplementary collateral in order to meet the requirement that the value of the assets provided as security for the SDOs issued by capital centre B must at any time correspond at least to the value of the SDOs issued. The proceeds may also be applied to increase the excess cover in the capital centre. E.3 Terms and conditions of the offer The offer of Bonds will take place on 12 September The bonds will be placed in the market by the financial intermediaries on behalf of DLR. The offer price of Bonds is The nominal Bond issue size is DKK2,000,000, E.4 Interests material to the issue, including conflicting interests Not applicable: DLR has no knowledge of any interests and/or conflicting interests of significance in relation to the offering of Bonds. E.7 Estimated expenses charged to the investor Ordinary transaction costs (brokerage fees and/or spread charges). Page 14 / 17

15 Annex B: Bonds issued out of DLR Capital Centre B ISIN Name Currency Type Coupon (%) Fixed-rate callable annuity covered bonds, DKK: Opening date Maturity date DK0006, % B 2031 DKK SDO 6 03/07/ /07/2029 DK % B 2031 DKK SDO 5 01/01/ /07/2030 DK % B 2031 DKK SDO 4 08/10/ /10/2031 DK % B 2031 DKK SDO 3 30/08/ /04/2031 DK % B 2034 DKK SDO 4 05/09/ /10/2034 DK % B 2034 DKK SDO 3 12/01/ /10/2034 DK % B 2034 DKK SDO /12/ /10/2034 DK % B 2041 DKK SDO 7 17/06/ /04/2039 DK % B 2041 IO DKK SDO 7 17/06/ /01/2039 DK % B 2041 DKK SDO 6 01/01/ /07/2039 DK % B 2041 IO DKK SDO 6 01/01/ /07/2039 DK % B 2041 DKK SDO 5 22/01/ /10/2041 DK % B 2041 IO DKK SDO 5 29/01/ /10/2041 DK % B 2041 DKK SDO 4 27/01/ /10/2041 DK % B 2041 IO DKK SDO 4 04/06/ /10/2041 DK % B 2044 DKK SDO 5 21/06/ /10/2044 DK % B 2044 IO DKK SDO 5 21/06/ /10/2044 DK % B 2044 DKK SDO 4 01/09/ /10/2044 DK % B 2044 IO DKK SDO 4 12/09/ /10/2044 DK % B 2044 DKK SDO /05/ /10/2044 DK % B 2044 IO DKK SDO /05/ /10/2044 DK % B 2044 DKK SDO 3 05/12/ /10/2044 DK % B 2044 IO DKK SDO 3 14/05/ /10/2044 DK % B 2047 DKK SDO 3 01/07/ /10/2047 DK % B 2047 IO DKK SDO 3 01/07/ /10/2047 DK % B 2037 DKK SDO /07/ /10/2037 DK % B 2047 IO DKK SDO /11/ /10/2047 DK % B 2047 DKK SDO 2 02/02/ /10/2047 DK % B 2037 DKK SDO /02/ /10/2037 DK % B 2047 IO DKK SDO 2 11/02/ /10/2047 Floating-rate callable annuity covered bonds, DKK: DK CIBOR6M B 2019 IO DKK SDO Floating 01/01/ /01/2019 Floating-rate non-callable annuity covered bonds, DKK DK CITA6M+25 B 2018 RF DKK SDO Floating 10/07/ /07/2018 Page 15 / 17

16 DK CIBOR6M-15 B 2018 RF DKK SDO Floating 10/07/ /07/2018 DK CIBOR6M-20 B 2019 RF DKK SDO Floating 20/11/ /07/2019 DK CIBOR6M+24 B 2020 RF DKK SDO Floating 12/05/ /07/2020 DK CITA6M+62 B 2018 IT DKK SDO Floating 12/05/ /07/2018 Fixed-rate non-callable bullet covered bonds, DKK: DK % Oct B 2016 DKK SDO 2 06/06/ /10/2016 DK % Jan B 2017 DKK SDO 2 03/10/ /01/2017 DK % Apr B 2017 DKK SDO 2 12/01/ /04/2017 DK % Apr B 2018 DKK SDO 2 05/01/ /04/2018 DK % Oct B 2017 DKK SDO 2 04/06/ /10/2017 DK % Jan B 2018 DKK SDO 2 01/10/ /01/2018 DK % Oct B 2018 DKK SDO 2 07/06/ /10/2018 DK % Jan B 2019 DKK SDO 2 07/06/ /01/2019 DK % Apr B 2019 DKK SDO 2 15/11/ /04/2019 DK % Oct B 2019 DKK SDO 2 06/06/ /10/2019 DK % Jan B 2020 DKK SDO 2 01/09/ /01/2020 DK % Apr B 2017 IT(2) DKK SDO 2 02/01/ /04/2017 DK % Apr B 2018 RF DKK SDO 2 02/01/ /04/2018 DK % Apr B 2019 RF DKK SDO 2 02/01/ /04/2019 DK % Apr B 2020 RF DKK SDO 2 02/01/ /04/2020 DK % Oct B 2017 IT2 DKK SDO 1 26/05/ /10/2017 DK % Oct B 2016 IT(2) DKK SDO 2 02/01/ /10/2016 DK % Oct B 2017 RF DKK SDO 2 02/01/ /10/2017 DK % Oct B 2018 RF DKK SDO 2 02/01/ /10/2018 DK % Oct B 2019 RF DKK SDO 2 02/01/ /10/2019 DK % Oct B 2020 RF DKK SDO 1 26/05/ /10/2020 DK % Jan B 2017 IT(1) DKK SDO 1 01/09/ /01/2017 DK % Jan B 2018 IT(2) DKK SDO 1 01/09/ /01/2018 DK % Jan B 2019 RF DKK SDO 1 01/09/ /01/2019 DK % Jan B 2020 RF DKK SDO 1 01/09/ /01/2020 DK % Jan B 2021 RF DKK SDO 1 01/09/ /01/2021 DK % Apr B 2017 IT(1) DKK SDO 1 15/12/ /04/2017 DK % Apr B 2018 IT(2) DKK SDO 1 15/12/ /04/2018 DK % Apr B 2021 RF DKK SDO 1 15/12/ /04/2021 DK % Oct B 2021 RF DKK SDO 1 01/03/ /10/2021 DK % Jan B 2018 IT(1) DKK SDO 1 01/8/ /01/2018 DK % Jan B 2019 IT(2) DKK SDO 1 01/08/ /01/2019 DK % Jan B 2022 RF DKK SDO 1 01/08/ /01/2020 Page 16 / 17

17 Fixed-rate non-callable bullet covered bonds, EUR: LU % Jan B 2017 E EUR SDO 2 05/10/ /01/2017 LU % Jan B 2018 E EUR SDO 2 01/10/ /01/2018 LU % Jan B 2019 E EUR SDO 2 17/06/ /01/2019 LU % Jan B 2020 E EUR SDO 2 01/09/ /01/2020 DK % Jan B 2017 E IT(1) EUR SDO 1 01/09/ /01/2017 DK % Jan B 2018 E IT(2) EUR SDO 1 01/09/ /01/2018 DK % Jan B 2019 E RF EUR SDO 1 01/09/ /01/2019 DK % Jan B 2020 E RF EUR SDO 1 01/09/ /01/2020 DK % Jan B 2021 E RF EUR SDO 1 01/09/ /01/2021 DK % Apr B 2017 E IT(1) EUR SDO 1 15/12/ /04/2017 DK % Jan B 2018 E IT(1) EUR SDO 1 01/08/ /01/2018 DK % Jan B 2019 E IT(2) EUR SDO 1 01/08/ /01/2019 DK % Jan B 2022 E RF EUR SDO 1 01/08/ /01/2022 Floating-rate callable annuity covered bonds, EUR: DK EURIBOR3M B 2019 IO E EUR SDO Floating 01/01/ /01/2019 Senior secured bonds (SSB), DKK: DK CIBOR3M SSB Oct 2017 DKK SSB Floating 05/12/ /10/2017 DK CIBOR3M SSB Oct 2016 DKK SSB Floating 28/05/ /10/2016 DK CIBOR3M SSB Oct 2018 DKK SSB Floating 01/10/ /10/2018 DK CIBOR3M SSB Apr 2017 DKK SSB Floating 29/03/ /04/2017 DK CIBOR3M SSB Apr 2018 DKK SSB Floating 29/03/ /04/2018 DK CIBOR3M SSB Oct 2019 DKK SSB Floating 03/10/ /10/2019 Page 17 / 17