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Nordea Bank AB (15AV)

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Monday 01 October, 2018

Nordea Bank AB

COMPLETION OF MERGER

RNS Number : 4717C
Nordea Bank AB
01 October 2018
 

1 October 2018

COMPLETION OF MERGER EFFECTING NORDEA'S RE-DOMICILATION FROM SWEDEN TO FINLAND: INFORMATION REGARDING NORDEA'S OUTSTANDING SECURITIES

Nordea Bank AB (publ) ("Nordea Sweden"), the former parent company of the Nordea group, previously announced its proposed re-domiciliation from Sweden to Finland, to be carried out as a cross-border reverse merger by way of absorption, through which Nordea Sweden was to be merged into a newly established Finnish subsidiary now known as Nordea Bank Abp ("Nordea Finland") (the "Merger"). The Merger has completed today, 1 October 2018. In connection therewith, Nordea Sweden has been dissolved and Nordea Sweden's rights and obligations (including, without limitation, its rights and obligations pursuant to its outstanding securities) as well as its assets and liabilities have by operation of law transferred to Nordea Finland (the new parent company of the Nordea group), by way of universal succession in accordance with relevant Finnish and Swedish corporate law.

 

The outstanding securities listed in the Schedule hereto (the "Outstanding Securities") were previously obligations of Nordea Sweden and so are now obligations of Nordea Finland. In relation to such Outstanding Securities, to the extent that the tax gross-up provisions in the conditions thereof previously referred to withholding or deduction imposed by the taxing authorities of Sweden, on 30 September 2018 Nordea Sweden has also conferred on the holders of such securities the benefit of equivalent gross-up obligations in respect of withholding and deduction imposed by the taxing authorities of Finland. These obligations were assumed unilaterally by Nordea Sweden in favour of the holders of the relevant securities pursuant to English law deeds (the "Deed Polls"). For the avoidance of doubt, Nordea Sweden's rights and obligations under the Deed Polls have by operation of law also transferred to Nordea Finland by way of universal succession.

This announcement does not constitute, and may not be used in connection with, an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.

For further information, please contact:

Andreas Larsson, Head of Debt Investor Relations, Telephone: +46 709 70 75 55

 

 

SCHEDULE

OUTSTANDING SECURITIES

ISIN

 

CH0125589850

CH0190125044

CH0211449498

CH0239193169

CH0284415681

CH0302790115

NO0010825318

NO0010826159

NO0010826167

NO0010832363

NO0010833015

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US65557CAL72

US65557CAM55

US65557CAN39

US65557CAR43

US65557CAS26

US65557CAT09

US65557CAU71

US65557CAV54

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US65557CAX11

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US65557DAF87

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US65557DAL55

US65557DAM39

US65557DAP69

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US65557DAS09

US65557DAT81

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US65557DAX93

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US65557DAZ42

US65557FAA49

US65557FAD87

US65557FAH91

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US65557HAH57

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