EXECUTION VERSION
FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Final Terms dated 28 November 2022
Norsk Hydro ASA
Legal entity identifier (LEI): 549300N1SDN71ZZ8BO45
Issue of NOK 1,500,000,000 Senior Unsecured Floating Rate Notes due November 2028
under the EUR 5,000,000,000 Euro Medium Term Note Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 7 November 2022 which constitutes a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Prospectus in order to obtain all the relevant information. The Prospectus has been published on the website of the Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") at https://live.euronext.com/ and the Issuer's website at https://hydro.com.
1 | (i) | Series Number: | 2 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes become | Not Applicable | |
fungible: | |||
2 | Specified Currency or Currencies: | Norwegian Krone ("NOK") |
3 Aggregate Nominal Amount:
(i) | Series: | NOK 1,500,000,000 | |
(ii) | Tranche: | NOK 1,500,000,000 | |
4 | Issue Price: | 100.00 per cent. of the Aggregate Nominal Amount | |
5 | (i) | Specified Denominations: | NOK 2,000,000 |
(ii) | Calculation Amount: | NOK 2,000,000 | |
6 | (i) | Issue Date: | 30 November 2022 |
(ii) | Interest Commencement Date: | Issue Date | |
7 | Maturity Date: | Interest Payment Date falling in or nearest to November | |
2028 | |||
8 | Interest Basis: | 3 month NIBOR + 2.00 per cent. Floating Rate | |
(See paragraph 14 below) |
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9 | Redemption/Payment Basis: | Subject to any purchase and cancellation or early | |
redemption, the Notes will be redeemed on the Maturity | |||
Date at 100.00 per cent. of their nominal amount. | |||
10 | Change of Interest Basis: | Not Applicable | |
11 | Put/Call Options: | Change of Control Put Option | |
Issuer Maturity Par Call | |||
Clean-up Call | |||
(See paragraphs 18, 19 and 21 below) | |||
12 | Date Board approval for issuance of Notes | Not Applicable | |
obtained: | |||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
13 | Fixed Rate Note Provisions | Not Applicable | |
14 | Floating Rate Note Provisions | Applicable | |
(i) | Interest Period(s): | As set out in the Conditions | |
(ii) | Specified Interest Payment Dates: | Interest shall be payable quarterly in arrear on 28 February | |
(or on 29 February in a leap year), 30 May, 30 August and | |||
30 November in each year, commencing on the First | |||
Interest Payment Date up to and including the Maturity | |||
Date, subject to adjustment in accordance with the | |||
Business Day Convention set out in (v) below | |||
(iii) | Interest Period Date: | Not Applicable | |
(iv) | First Interest Payment Date: | 28 February 2023 | |
(v) | Business Day Convention: | Modified Following Business Day Convention | |
(vi) | Business Centre(s): | Not Applicable | |
(vii) | Manner in which the Rate(s) of | Screen Rate Determination | |
Interest is/are to be determined: | |||
(viii) Calculation Agent (being the party | Nordea Bank Abp | ||
responsible for calculating the Rate(s) | |||
of Interest and/or Interest Amount(s)): | |||
(ix) | Screen Rate Determination: | Applicable |
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- Reference Rate: | 3 month NIBOR | ||
- Relevant Financial Centre: | Oslo | ||
- Specified Time: | 12.00 noon in the Relevant Financial Centre | ||
- Interest Determination Date(s): | The second Oslo business day prior to the start of each | ||
Interest Period | |||
- Relevant Screen Page: | Reuters page "OIBOR" | ||
(x) | ISDA Determination: | Not Applicable | |
(xi) | Linear Interpolation: | Not Applicable | |
(xii) | Margin(s): | + 2.00 per cent. per annum | |
(xiii) Minimum Rate of Interest: | Not Applicable | ||
(xiv) Maximum Rate of Interest: | Not Applicable | ||
(xv) | Day Count Fraction: | Actual/360 | |
15 | Zero Coupon Note Provisions | Not Applicable |
16 Sustainability-LinkedNotes:Sustainability-Linked Notes (Redemption Premium Option)
Step Up Event(s): | Total GHG Emissions Event and Post-Consumer Scrap |
Recycling Capacity Event | |
(i) Total GHG Emissions Event: | Total GHG Emissions Condition applicable |
- Step Up Margin: | Not Applicable |
- Redemption Premium Amount: | 0.500 per cent. |
- Redemption Premium Payment | Maturity Date |
Date(s): |
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- Total GHG Emissions Reference | 2025 and 10 per cent. | ||
Year(s) and Total GHG Emissions | |||
Threshold Percentage(s): | |||
- 2018 Total GHG Emissions | 11.28 million tonnes CO2 | ||
Baseline (2017 for Paragominas, | |||
Alunorte and Albras): | |||
- Reporting Reset Event: | Not Applicable | ||
- Condition Satisfaction Reset | Not Applicable | ||
Event: | |||
(ii) | Post-Consumer Scrap Recycling | Post-Consumer Scrap Recycling Capacity Condition | |
Capacity Event: | applicable | ||
- Step Up Margin: | Not Applicable | ||
- Redemption Premium Amount: | 0.500 per cent. | ||
- Redemption Premium Payment | Maturity Date | ||
Date: | |||
- Post-Consumer Scrap Recycling | 2025 and 660,000 tonnes | ||
Capacity Reference Year and Post- | |||
Consumer Scrap Recycling Capacity | |||
Amount: | |||
- Reporting Reset Event: | Not Applicable | ||
- Condition Satisfaction Reset | Not Applicable | ||
Event: | |||
PROVISIONS RELATING TO REDEMPTION | |||
17 | Call Option | Not Applicable | |
18 | Issuer Maturity Par Call | Applicable | |
(i) Par Call Period Commencement Date: | 30 August 2028 | ||
19 | Clean-up Call | Applicable | |
(i) | Clean-Up Price: | NOK 2,000,000 per Calculation Amount | |
20 | Put Option | Not Applicable |
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Disclaimer
Norsk Hydro ASA published this content on 28 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2022 13:12:10 UTC.