Prospectus
Dated 7 November 2022
NORSK HYDRO ASA
(a Norwegian public limited liability company existing under the laws of Norway
with company registration number 914 778 271)
EUR 5,000,000,000
Euro Medium Term Note Programme
Under the EUR 5,000,000,000 Euro Medium Term Note Programme described in this Prospectus (the “Programme“), Norsk Hydro ASA (the “Issuer” or “Hydro“), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes“). The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 5,000,000,000 (or the equivalent in other currencies).
Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin“) for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the Euronext Dublin (the “Official List“) and to Euronext Dublin for such Notes to be admitted to trading on the Euronext Dublin’s Regulated Market (the “Market“). The Issuer has further requested that the Central Bank of Ireland send to the Norwegian Financial Supervisory Authority (Finanstilsynet) (the “NFSA“) in its capacity as the competent authority in Norway under the Prospectus Regulation (as defined below) (i) a copy of this Prospectus and (ii) a certificate of approval pursuant to Article 25 of Regulation (EU) 2017/1129 (the “Prospectus Regulation“) attesting that this Prospectus has been drawn up in accordance with the provisions of the Prospectus Regulation and the Commission Delegated Regulation (EU) 2019/980, for purposes of listing Notes on the Oslo Stock Exchange (Oslo Børs). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II“). The applicable Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange).
This Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Regulation. The Central Bank of Ireland only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.
Each Series (as defined in “Overview of the Programme – Method of Issue“) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “temporary Global Note“) or a permanent global note in bearer form (each a “permanent Global Note“). If the Global Notes are stated in the applicable Final Terms to be issued in new global note (“NGN“) form, the Global Notes will be delivered on or prior to the issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper“) for Euroclear Bank SA/NV (“Euroclear“) and Clearstream Banking S.A. (“Clearstream, Luxembourg“). Notes in registered form will be represented by registered certificates (each a “Certificate“), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global certificates (“Global Certificates“). If a Global Certificate is held under the New Safekeeping Structure (the “NSS“) the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Notes issued pursuant to the Programme may include Notes issued by the Issuer designated as “VPS Notes” in the applicable Final Terms.
Global notes which are not issued in NGN form (“Classic Global Notes” or “CGNs“) and Global Certificates which are not held under the NSS will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the “Common Depositary“).
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Summary of Provisions Relating to the Notes while in Global Form”.
The Programme is not rated. Tranches of Notes (as defined in “Overview of the Programme – Method of Issue”) to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the applicable Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union (the “EU“) and registered under Regulation (EC) No 1060/2009 on credit rating agencies (the “CRA Regulation“) will be disclosed in the applicable Final Terms.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act“), or any U.S. state securities laws and, unless so registered, may not be offered or sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act (“Regulation S“) except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable U.S. state securities laws.
This Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months from 7 November 2022. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period.
Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus.
Arranger
CITIGROUP
Dealers
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
DANSKE BANK
DNB MARKETS
GOLDMAN SACHS INTERNATIONAL
HANDELSBANKEN CAPITAL MARKETS
ING
J.P. MORGAN
NORDEA
SEB
IMPORTANT NOTICES
This Prospectus comprises a base prospectus for the purposes of the Prospectus Regulation.
The Issuer (the “Responsible Person”) accepts responsibility for the information contained in this Prospectus and the Final Terms. To the best of the knowledge of the Issuer, the information contained in this Prospectus is in accordance with the facts and the Prospectus, as completed by Final Terms, makes no omission likely to affect the import of such information.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference“). This Prospectus shall be read and construed on the basis that those documents are incorporated into and form part of this Prospectus.
Except where such information has been incorporated by reference into this Prospectus (see “Documents Incorporated by Reference“), neither any website mentioned in this Prospectus nor any website directly or indirectly linked thereto has been verified and such websites do not form part of this Prospectus and investors should not rely on such information.
No person has been authorised to give any information or to make any representation not contained or not consistent with this Prospectus or approved for such purpose by the Issuer. If given or made, any information or representation not so contained or approved must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in “Overview of the Programme“) or the Fiscal Agent, Paying Agents, Registrar, Transfer Agents, Calculation Agent or VPS Paying Agent.
Neither the delivery of this Prospectus, nor any offering or sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to or for the account or benefit of, U.S. persons.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the contents of this Prospectus or for any other statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement.
Neither this Prospectus nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger
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or the Dealers that any recipient of this Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of the investment in light of its own circumstances. In particular, each potential investor should (a) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained in this Prospectus or any applicable supplement; (b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such
investment will have on its overall investment portfolio; (c) have sufficient financial resources and
liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor’s currency; (d) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
Neither the Issuer nor any of the Dealers makes any representation as to the suitability of any Notes issued as Green Notes or Sustainability-Linked Notes, including the listing or admission to trading thereof on any dedicated ESG (as defined herein) or other equivalently labelled segment of any stock exchange or securities market, to fulfil any “environmental”, “social”, “sustainable”, “governance” or “green” criteria required by any prospective investors. The Dealers have not undertaken, nor are they responsible for, any assessment of the eligibility criteria for Green Projects (as defined herein), any verification of whether the Green Projects meet such criteria or the monitoring of the use of proceeds of any Green Notes (or amounts equal thereto). No assurance is given by the Issuer or the Dealers or any other person that the use of the proceeds of issue of any Green Notes will satisfy, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which any investor or its investments are required to comply.
The investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
OFFER RESTRICTIONS
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to subscribe to or purchase any of the Notes. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see “Subscription and Sale” below.
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MiFID II PRODUCT GOVERNANCE/ TARGET MARKET – The Final Terms in respect of any Notes may include a legend entitled “MiFID II product governance” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor“) should take into consideration the 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 target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules“), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Notes may include a legend entitled “UK MiFIR Product Governance” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any distributor should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules“) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
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:
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Norsk Hydro ASA published this content on 07 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 November 2022 10:43:03 UTC.