Ålandsbanken Abp (Bank of Åland) announces amendments to the terms and conditions of its covered bond due 2024

 

Bank of Åland Plc
Stock Exchange Release
March 22, 2024, 12:00 EET

Ålandsbanken Abp (Bank of Åland) announces amendments to the terms and conditions of its covered bond due 2024

Ålandsbanken Abp (Bank of Åland Plc) (the “Bank of Åland”) announces that the terms and conditions of its up to EUR 400,000,000 covered bond with ISIN code FI4000490677 (the “Notes”) issued under its EUR 3,000,000,000 Medium Term Note, Covered Bond and Tier 2 Note Programme (the “Programme”) are amended in accordance with Subsection 4 of Section 51 of the Finnish Act on Mortgage Credit Banks and Covered Bonds (Fi. laki kiinnitysluottopankeista ja katetuista joukkolainoista, 151/2022) (the “Covered Bond Act” or “CBA”) as set out below. The amendments to the terms and conditions of the Notes will enter into force, and the Bank of Åland will commence to apply the Covered Bond Act to the Notes in accordance with Subsection 4 of Section 51 of the Covered Bond Act, on 22 April 2024.

The amendments will be made in accordance with the terms and conditions of the Notes and in compliance with Subsection 4 of Section 51 of the Covered Bond Act which allows an issuer to commence applying the Covered Bond Act in relation to a covered bond which has been issued under the Finnish Act on Mortgage Credit Bank Operations (Fi. laki kiinnitysluottopankkitoiminnasta, 688/2010) (the “MCBA”) in cases where acceptance from the noteholders is available.

The Bank of Åland contemplates to merge its MCBA cover asset pool and CBA cover asset pool after the amendments announced herein enter into force so that it would only have one cover asset pool after the completion of the merger which would be in accordance with the CBA.

Subparagraph 2 of paragraph 2 of condition 2 of the general terms and conditions included in the base prospectus dated 10 March 2020 relating to the Programme (the “General Terms and Conditions”) is amended in relation to the Notes to read as follows:

“2) covered bonds (Fi. katetut joukkolainat) (Covered Bonds) under the Finnish Act on Mortgage Credit Banks and Covered Bonds (laki kiinnitysluottopankeista ja katetuista joukkolainoista, 151/2022) (as amended or as replaced) (the Covered Bond Act), as specified in the applicable Final Terms; or”

Subparagraphs (i) and (ii) and the last paragraph in section (a) of condition 3.2 of the General Terms and Conditions are replaced in relation to the Notes with the following:

“The Covered Bonds constitute direct, unconditional and unsubordinated obligations of the Issuer and rank pari passu among themselves and with all other obligations of the Issuer which benefit from the same priority right in respect of the statutory security in accordance with the Covered Bond Act. To the extent that claims of the Noteholders in relation to the Covered Bonds and claims of other creditors having the same priority in accordance with the Covered Bond Act are not fully met out of the assets of the Issuer that are covered in accordance with the Covered Bond Act, the residual claims of the Noteholders of the Covered Bonds will rank pari passu with the unsecured and unsubordinated obligations of the Issuer.