REG - Toronto-Dominion Ldn - BNG Bank N.V. USD Benchmark - Stabilisation Notice

Nomura HoldingsAnnouncement

13/01/2025 12:30

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RNS Number : 1039T  Toronto-Dominion Bank London Branch  13 January 2025

 

13 January 2025

 

Not for distribution, directly or indirectly, in or into the United States or
any jurisdiction in which such distribution would be unlawful.

 

BNG Bank N.V.

 

Pre-Stabilisation Period Announcement

 

TD Global Finance unlimited company (contact: Paul Eustace, +4420 7628 2262)
hereby gives notice, as Stabilisation Coordinator, that the Stabilisation
Manager(s) named below may stabilise the offer of the following securities in
accordance with Commission Delegated Regulation EU/2016/1052 under the Market
Abuse Regulation (EU/596/2014).

 

 Securities
 Issuer:                    BNG Bank N.V.
 Guarantor(s) (if any):     Not Applicable
 Aggregate nominal amount:  USD Benchmark
 Description:               USD RegS/144A Fixed Rate Social Notes due February 2030
 Offer price:               TBC

 

 Stabilisation
 Stabilisation Manager(s):                                                  TD Global Finance unlimited company (Stabilisation Coordinator)

                                                                            BofA Securities Europe SA

                                                                            J.P. Morgan SE

                                                                            Nomura Financial Products Europe GmbH
 Stabilisation period expected to start on:                                 The date of this announcement
 Stabilisation period expected to end no later than:                        21 February 2025 (30 days after the proposed issue date of the securities)
 Existence, maximum size and conditions of use of over-allotment facility:  The Stabilisation Manager(s) may over-allot the securities to the extent
                                                                            permitted in accordance with applicable law
 Stabilisation trading venue                                                Over the counter (OTC)

 

In connection with the offer of the above securities, the Stabilisation
Manager(s) may over-allot the securities or effect transactions with a view to
supporting the market price of the securities during the stabilisation period
at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur and any stabilisation action, if
begun, may cease at any time. Any stabilisation action or over-allotment shall
be conducted in accordance with all applicable laws and rules.

 

This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Issuer in any jurisdiction.

 

This announcement and the offer of the securities to which it relates are only
addressed to and directed at persons outside the United Kingdom and persons in
the United Kingdom who have professional experience in matters related to
investments or who are high net worth persons within Article 12(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and
must not be acted on or relied on by other persons in the United Kingdom.

 

If and to the extent that this announcement is communicated in, or the offer
of the securities to which it relates is made in, any EEA Member State before
the publication of a prospectus in relation to the securities which has been
approved by the competent authority in that Member State in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") (or which has been
approved by a competent authority in another Member State and notified to the
competent authority that Member State in accordance with the

Prospectus Regulation), this announcement and the offer are only addressed to
and directed at persons in that Member State who are qualified investors
within the meaning of the Prospectus Regulation (or who are other persons to
whom the offer may lawfully be addressed) and must not be acted on or relied
on by other persons in that Member State.

 

If and to the extent that this announcement is communicated in, or the offer
of the securities to which it relates is made in, the UK before the
publication of a prospectus in relation to the securities which has been
approved by the competent authority in the UK in accordance with Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), this
announcement and the offer are only addressed to and directed at persons in
the UK who are qualified investors within the meaning of the UK Prospectus
Regulation (or who are other persons to whom the offer may lawfully be
addressed) and must not be acted on or relied on by other persons in the UK.

 

This announcement is not an offer of securities for sale into the United
States. The securities have not been, and will not be, registered under the
United States Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an exemption from registration. There
will be no public offer of securities in the United States.

 

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