FINAL TERMS FOR COVERED BONDS (SDO) issued by DLR KREDIT A/S. (hereafter DLR ) 1% Apr B 2020 IT2 (DKK)

Transcription

1 FINAL TERMS FOR COVERED BONDS (SDO) issued by DLR KREDIT A/S (hereafter DLR ) 1% Apr B 2020 IT2 (DKK)

2 These final terms (the Final Terms) apply to covered bonds (SDOs) issued by DLR. The final terms exclusively relate to the specific issue of covered bonds (the Bonds) listed in the Final Terms below. The Bonds are issued pursuant to the Base Prospectus for the issuance of covered bonds, covered mortgage bonds, sec. 15 bonds (senior secured bonds) and senior unsecured bonds issued by DLR Kredit A/S ( Basisprospekt for udstedelse af særligt dækkede obligationer, realkreditobligationer, obligationer i medfør af 15 i lov om realkreditlån og realkreditobligationer m.v. (senior secured bonds) samt usikret seniorgæld udstedt af DLR Kredit A/S ) dated 20 November 2017 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 / 12

3 Fixed-rate bullet bonds Final bond terms Opening date: 8 November 2017 Capital centre (cover pool): Bond type: ISIN: Capital centre B Covered bonds (SDO) DK Maturity date: 1 April 2020 Pursuant to Section 6 of the Danish Mortgage-Credit Loans and Mortgage-Credit Bonds etc. Act, and the corresponding Executive Order on refinancing of adjustable-rate mortgages, the maturity of the Bonds can, under certain special circumstances, be extended as specified below. Currency: DKK (Danish kroner) Interest rate: Interest: Fixed interest rate Annual repayment dates: 1 Nominal coupon rate: Day count convention: 1 % p.a. If the maturity of the bonds is extended, special interest rate terms will apply as specified below. Actual/actual Interest payment date: 1 April each year until maturity, starting 1 April First date of interest accrural: 1 April 2017 If the interest payment date is not a Banking Day, the interest payment will be postponed to the next Banking Day. Yield-to-maturity: Amortisation: Borrowers prepayment rights: Statutory maturity extension in case of interest rate increase (interest rate trigger): Ex-post calculation of the yield-to-maturity is not possible as the Bonds will be issued on an ongoing basis througout the lifetime of the Bond. Bullet bonds. The Bonds are drawn by redemption at par on the date of maturity, unlesss the maturity of the Bonds is extended as specified below. Redemption of Bonds at market price. The Bonds are non-callable. The Bonds are comprised by statutory maturity extension in case of interest rate increase, as specified in item of the Securities Note in the Base Prospectus. Page 3 / 12

4 DLR can decide to extend the maturity of the Bonds, in full or in part, by 12 months from their ordinary maturity date if, at refinancing, the yield-to-maturity becomes more than five percentage points higher than the yield-to-maturity of an equivalent bond with similar term to maturity months earlier. The coupon on extended bonds is set at the yield-to-maturity of an equivalent bond with similar term to maturity months earlier, with the addition of five percentage points. An extension of the maturity of the Bonds resulting from an interest rate trigger must be made public on immediately after completed refinancing. Statutory maturity extension in the event of an insufficient number of buyers (refinancing failure trigger): The Bonds are comprised by statutory maturity extension in the event of an insufficient number of buyers, see item in the Securities Note of the Base Prospectus. DLR can decide to extend the maturity of the Bonds, in full or in part, by 12 months at a time from their ordinary maturity date if, at refinancing of maturing bonds, there is an insufficient number of buyers for all the new bonds required. The coupon on extended bonds is set at the yield-to-maturity of an equivalent bond with similar term to maturity months earlier, with the addition of five percentage points. A decision on maturity extension can be taken until the ordinary maturity date of the Bonds and must be made public by means of a company announcement immediately hereafter. DLR will publish the coupon on the extended bonds by means of a company announcement. The coupon will be fixed initially at the time of extending the maturity of the Bonds. For additional maturity extensions caused by an insufficient number of buyers, the coupon fixed at the first extension will continue to apply. Terms for the issuance Opening period: Restrictions on the individual investor s right to subscribe for the Bonds: Denomination: Offer price: Other expenses payable by bond purchasers: Listing: The Bonds are opened for issuance on 8 November 2017 and will be closed on 29 February DLR has set no limit on the number of subscriptions allowed for the individual investors (minimum denomination) Market price No expenses other that ordinary transaction costs will be payable by bond purchasers. The Bonds will be admitted to listing on NASDAQ Copenhagen A/S. Date of expected admission to listing: 14 December Page 4 / 12

5 Securities depository: Value date: Agreement on the placement of the Bonds: Financial intermediaries use of the Base Prospectus: Agreement on the underwriting of the Bonds: Agreement on market making: The Bonds are issued through, and registered with: VP Securities A/S, Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark. The Bonds are traded with a 2-day settlement period unless otherwise agreed. DLR has not made any agreement with securities dealers on the placement of the Bonds. DLR has granted no consent to any financial intermediary s use of the Base Prospectus in connection with the offer or placing of the Bonds. DLR has made no binding agreement with any entity on the underwriting of the Bonds. DLR has entered into market making agreements ( Primary Dealer agreements) in covered bonds with a number of banks. The agreements may, possibly with a notice, be terminated by the contracting parties at any time. DLR is not under any obligation to maintain the contracted market making agreements in 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: Conflicting interests: Authorisation and approval pursuant to which the Bonds are issued: Credit rating of the Bonds: The outstanding amount fo bonds is provided at the Issuer s webside: on an ongoing basis and/or at NASDAQ Copenhagen A/S webside: DLR has no knowledge of any conflicting interests material to the offer of the Bonds. The Bonds are issued pursuant to the General Guidelines from the Board of Directors to the Executive Board of DLR Kredit A/S, approved by the Board of Directors on 26 October, SDOs issued out of DLR capital centre B are encompassed by a current rating of AAA with a stable outlook by S&P Global Ratings. These Final Terms have been approved by DLR on 8 December On behalf of DLR Kredit A/S: [signed] Name: Title: [signed] Name: Title: Page 5 / 12

6 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. A.2 Financial intermediaries use of the Base Prospectus Not applicable: DLR uses no financial intermediaries for sale or underwriting of the Bonds. Section B Issuer B.1 The Issuer s legal name and commercial names B.2 The Issuer s domicile, legal form and country of incorporation 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). 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 Page 6 / 12

7 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 Base Prospectus, DLR has no information on any known trends, uncertainties, claims, obligations or events which may reasonably 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 Not applicable: The audit report has been issued without qualifications. B.12 Historical financial information DKK millions Q1-Q Q1-Q Income statement: Core income (mortgage credit income) ,291 1,239 Staff costs, administrative expenses, etc Other operating expenses (contribution to resolution fond) Impairment of loans, receivables, etc Core earnings Earnings from investment portfolios (sub-funds) Profit before tax , Profit after tax Balance sheet: Loans 141, , , ,038 Bonds issued 144, , , ,342 Own funds after deductions 11,544 11,185 12,259 12,485 Financial ratios: Capital ratio 1) CET1 ratio 1) Profit before tax as a percentage of equity ) The trend in the capital ratio is reflecting that DLR in March 2016 got the approval from the Danish FSA to apply IRB models for calculating the credit risk on loans to full-time farms. As from Q1 2016, calculation of the risk exposure for credit risk on the portfolio of loans to full-time farms has thus been based on the IRB method, while the calculation of credit risk on the remaining part of the loan portfolio has been based on the standard method. Until end-2015, the capital ratios have been calculated using the Page 7 / 12

8 standard method only. DLR s own funds for Q1-Q were affected by the sale of treasury shares totaling DKK 632 million, the redemption of DKK 1.3 billion hybrid tier-1 capital and the concurrent issuance of DKK 650 million tier-2 capital, as well as IRB-related deductions totalling DKK 664 million relating to the difference between expected IRB losses and current impairments. 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 B.14 Dependence on other group entities B.15 The Issuer s principal activities There have been no major events of significance to DLR's solvency subsequent to the end of the last financial reporting period. Not applicable: DLR s financial position is not dependent on other group entities. 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 time of the offer, DLR has been assigned a Long-Term Issuer Credit Rating from S&P Global Ratings (S&P) of A- with a stable outlook and a Short-Term Credit Rating from S&P of A-2 with a stable outlook. At the time of the Bond offer, covered bonds issued from DLR capital centre B are rated AAA with a stable outlook by S&P. In case the rating of DLR or of the bonds issued should change, this will be announced in an addendum to the Base Prospectus, and the rating will appear from the Final Terms for the Bonds. Section C - Securities C.1 Security type and ISIN Covered bonds ( Særligt dækkede obligationer - SDOs). 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. Page 8 / 12

9 C.8 Rights attached to the Bonds C.9 Interest rate and investor representation C.10 Derivative component in the interest payment The Bonds are irredeemable on the part of the bondholders until maturity. In the event of the Issuer s bankruptcy, holders of SDOs (and, where relevant, bonds that have forfeited their designation as SDOs) have a preferential claim on the assets of the capital centre out of which the bonds have been issued. 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. The Bonds carry an annual nominal coupon rate of 1 %. Bondholders do not have investor representation. Not applicable: There is no derivative component in the interest payment on the Bonds. C.11 Listing The Bonds will be admitted to listing on NASDAQ Copenhagen A/S. The date of expected admission to listing is: 14 December Section D - Risks D.2 Key risk factors relating to the Issuer D.3 Key risk factors relating to the Bonds 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. Investment in the Bonds is subject to a number of risk factors of which interested investors should be aware. The key risks associated with investment in the Bonds are: changes to redemption and interest rate terms of the Bonds caused by statutory provisons regarding refinancing risk; premature redemption of the Bonds due to prepayment and repayment of mortgage loans; non-compliance with the balance principle; loss of SDO status; 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 9 / 12

10 E.2b Reason for the offer and use of proceeds when different from making profit and/or hedging certain risks Section E - Offer Proceeds derived from the issuance of Bonds will be applied to fund lending secured by mortgages on real property etc. provided by DLR. The proceeds may also be applied to fund lending to public sector entities or lending against suretyship from public sector entities. Under Danish mortgage credit legislation, excess funds from an issue of Bonds may be placed in secure and liquid securities. E.3 Terms and conditions of the offer E.4 Interests material to the issue, including conflicting interests E.7 Estimated expenses charged to the investor DLR decides in which bonds the offer of mortgage loans will take place. The Bonds will be issued concurrently with the loan disbursement (tap issuance), or at loan refinancing. Not applicable: DLR has no knowledge of any interests and/or conflicting interests of significance in relation to the offering of Bonds. Ordinary transaction costs (brokerage fees and/or spread charges). Page 10 / 12

11 Annex B: Bonds issued out of DLR Capital Centre B ISIN Name Currency Type Coupon (%) Opening date Maturity date Fixed-rate callable annuity covered bonds, DKK: 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 DK % B 2040 DKK SDO /06/ /10/2040 DK % B 2050 DKK SDO 2 01/06/ /10/2050 DK % B 2050 IO DKK SDO /06/ /10/2050 DK % B 2050 IO DKK SDO 2 31/08/ /10/2050 Floating-rate callable annuity covered bonds, DKK: DK CIBOR6M B 2019 IO DKK SDO Floating 01/01/ /01/2019 DK CIBOR6M B 2028 DKK SDO Floating 23/08/ /01/2028 Floating-rate non-callable annuity covered bonds, DKK DK CITA6M+25 B 2018 RF DKK SDO Floating 10/07/ /07/2018 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 B 2020 RF DKK SDO Floating 12/05/ /07/2020 DK CITA6M B 2018 IT DKK SDO Floating 12/05/ /07/2018 DK CIBOR6M+20 B 2021 RF DKK SDO Floating 17/10/ /07/2021 Fixed-rate non-callable bullet covered bonds, DKK: DK % Jan B 2018 DKK SDO 2 01/10/ /01/2018 DK % Apr B 2018 DKK SDO 2 05/01/ /04/2018 DK % Oct B 2018 DKK SDO 2 07/06/ /10/2018 Page 11 / 12

12 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 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 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 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 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 01/08/ /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 DK % Apr B 2018 IT(1) DKK SDO 1 01/12/ /04/2018 DK % Apr B 2019 IT(2) DKK SDO 1 01/12/ /04/2019 DK % Oct B 2022 RF DKK SDO 1 31/03/ /10/2022 DK % Jan B 2019 IT(1) DKK SDO 1 02/06/ /01/2019 DK % Jan B 2020 IT(2) DKK SDO 1 02/06/ /01/2020 DK % Jan B 2023 RF DKK SDO 1 02/06/ /01/2023 DK % Apr B 2019 IT(1) DKK SDO 1 08/11/ /04/2019 DK % Apr B 2020 IT(2) DKK SDO 1 08/11/ /04/2020 Fixed-rate non-callable bullet covered bonds, EUR: 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 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 % 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 DK % Jan B 2019 E IT(1) DKK SDO 1 02/06/ /01/2019 DK % Jan B 2020 E IT(2) DKK SDO 1 02/06/ /01/2020 DK % Jan B 2023 E RF DKK SDO 1 02/06/ /01/2023 Floating-rate callable annuity covered bonds, EUR: DK EURIBOR3M B 2019 IO E EUR SDO Floating 01/01/ /01/2019 DK EURIBOR3M E B 2028 EUR SDO Floating 23/08/ /01/2028 Senior secured bonds (SSB), DKK: DK CIBOR3M SSB Oct 2018 DKK SSB Floating 01/10/ /10/2018 DK CIBOR3M SSB Apr 2018 DKK SSB Floating 29/03/ /04/2018 DK CIBOR3M SSB Oct 2019 DKK SSB Floating 03/10/ /10/2019 DK CIBOR3M SSB Apr 2020 DKK SSB Floating 22/03/ /04/2020 Page 12 / 12