Ålandsbanken Abp announces a consent solicitation for its

landsbanken Abp
Insider knowledge
August 17, 2021 – 10:00 EAT

Ålandsbanken Abp announces a request for approval for their up to 2,500,000,000 SEK covered bonds due 2022 issued under Ålandsbanken Abp’s EUR 2,000,000,000 Medium Term Note and Covered Bond program and initiates a written procedure

NOT FOR PUBLICATION, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS RESIDENTIAL OR RESIDENT IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, JAPAN, NEW ZEALAND OR SINGAPORE OR OTHERWISE REGISTER OR AGREEMENT OR OTHER MEASURES. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE THE SECURITIES DESCRIBED HERE.

Ålandsbanken Abp (“Ålandsbanken”) is requesting approval for its outstanding up to SEK 2,500,000,000 floating rate notes due 2022 (ISIN SE0010598474) (the “Notes”) under the EUR 2,000,000,000 Medium Term Notes and Covered Bond program issued by Ålandsbanken, known for obtaining consents, waivers and decisions amending the terms of the Notes (the “Proposal”) in relation to the proposed issuance of a stand-alone covered bond by Ålandsbanken as the first issuer with terms allowing a transfer of the stand-alone covered bond on Borgo AB (“Borgo”) as the subsequent issuer, subject to the approval of Ålandsbanken and Borgo (the “New Covered Note”). The New Covered Bond refers to a proposed agreement between Ålandsbanken and Borgo, according to which Ålandsbanken will transfer its Swedish mortgage loans and SEK-denominated covered bonds that it has issued to Borgo. Nordea Bank Abp and Danske Bank A / S will act as joint lead managers and bookrunners for the issue of the new covered bond.

Ålandsbanken will initiate an approval process and the written procedure (the “Written Procedure”) so that the bondholders can vote for or against the proposal to amend the terms of the bond by adding a call option according to which Ålandsbanken can repay all, but not exclusively, of the outstanding Notes in full at a time prior to the Final Maturity Date in the amount of 100.800 percent. of the nominal amount plus accrued but not yet paid interest. Nordea Bank Abp (the “Tabulation Office”) acts as a tabulation and advertising office in connection with this written procedure.

As compensation for the bondholders voting by August 25, 2021 (the “Early Deadline”) in this written procedure, Ålandsbanken is offering a fee of 0.30 percent. (the “Approval Fee”) for the aggregate nominal amount of Notes for which each Bondholder has voted. The approval fee is paid to those bondholders from whom the tabulation agent received a valid voting form for or against the proposal prior to the deadline.

Payment of the approval fee is subject to (i) the written approval of the proposal by the required majority of the bondholders participating in the process and (ii) the early repayment of the bonds by Ålandsbanken in accordance with the terms of the consent form.

For the avoidance of doubt, Ålandsbanken is under no obligation to exercise the call option and is in its sole discretion even if the proposal has been approved.

Subject to the fulfillment of certain requirements set out in the Conditions of the Consent Request, Bondholders who vote in favor of the Proposal no later than the Early Record Date may be given priority in the allocation of new Notes under the New Covered Note. are subject to the terms of the New Covered Bonds.

The bondholders may need to return the voting form in accordance with Appendix 1 of the written procedural notice (the “Written Procedural Notice”) and the power of attorney / power of attorney in accordance with Appendix 2 of the attached written notice or other sufficient evidence if the Notes are not held by Euroclear Sweden AB, by emailing a scanned copy to: nordealiabilitymanagement@nordea.com.

In order to be able to participate in the written procedure and to receive the priority allotment of new bonds under the New Pfandbriefe and / or the approval fee, a person must be on August 25, 2021 (the “Record Date”). This means that the person must be registered as the directly registered owner or authorized nominee in relation to one or more Notes in a securities account with Euroclear Sweden AB. The tabulation agent must receive the completed voting form no later than September 1, 2021 at 12:00 (CEST) by email using the contact details given below. Votes received after this can be disregarded.

The results of the written procedure will be published on the Ålandsbanken website by September 2, 2021 at the latest.

The details of the conditions for obtaining the declaration of consent are contained in the written procedural notification that is made available to the bondholders and can be requested from Nordea Bank Abp as a tabulation agent.

Tabulation Agent, Nordea Bank Abp, E-Mail: Nordealiabilitymanagement@nordea.com,

Attention: Nordea liability management, tel. +45 6161 2996.

LANDSBANK ABP

Maria Rissanen

Head of Group Treasury

Email: maria.rissanen@alandsbanken.fi

tel. +358 204 293 683

Päivi Kuitunen

Legal counsel

Email: paivi.a.kuitunen@alandsbanken.fi

tel. +358 204 293 630

Important NOTE

With regard to the procedure for obtaining consent, this notice must be read in conjunction with the written notice.Any action to be taken should be taken by such a bondholder without delay to his own financial and legal advice, including with regard to tax consequences, from his broker, bank manager, attorney, Obtain auditors or other independent financial, tax or legal advisers.

Neither this announcement nor the written proceeding announcement constitutes an invitation to participate in the solicitation of consent in any jurisdiction in or to any person to whom or from whom it is unlawful to make such an invitation or to participate to be made under applicable law, securities laws.

In a number of legal systems, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this announcement or the written procedural notification may be subject to legal restrictions (e.g. relevant offer documents, approval, qualification and other regulations). Persons who come into possession of this announcement or the written procedural notification are obliged to inform themselves about such restrictions and to observe them. Specifically, none of the securities referred to in this announcement, including the Notes, has not been issued a procedural notice under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States States and since securities may not be offered or sold (and consent is not given) in the United States, unless there is an exception to registration under the Securities Act.

Consent is only obtained outside of the United States. Neither this announcement nor the procedural notice in writing constitutes an offer to sell or the solicitation of an offer to buy any securities and does not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offer, a solicitation or such an offer to sell would be unlawful. This announcement or procedural notice may not be published or otherwise transmitted, distributed or mailed, directly or indirectly, in whole or in part, in the United States or any other jurisdiction in which distribution of these materials would violate any law or regulation or would require registration or licensing within that jurisdiction. Failure to comply with the foregoing restriction could result in a violation of the Securities Act or other applicable securities laws.

The information contained herein may contain forward-looking statements. All statements contained in the information that are not historical facts are forward-looking statements. Forward-looking statements reflect Ålandsbanken’s current expectations and projections with respect to their financial condition, results of operations, plans, goals, future performance and business. These statements may include, without limitation, all statements preceded, followed by, followed by, or containing, words such as “expect,” “aim,” “intend,” “may,” “plan,” “would,” “could,” and other words Terms with a similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of Ålandsbanken that could cause Ålandsbanken’s actual results, performance or accomplishments to differ materially from those anticipated in such forward-looking statements Statements are expressed or implied. . Such forward-looking statements are based on numerous assumptions about Ålandsbanken’s current and future business strategies and the environment in which it will operate in the future.

DISTRIBUTION

Nasdaq Helsinki

Main media

www.alandsbanken.com

ANNEX

WRITTEN PROCEDURAL NOTES

• Alandsbanken-Abp-written-procedural-notification-17-August-2021