Nordea has gained approval from all holders of covered bonds issued by Nordea Bank Finland to transfer the outstandings to a newly established demerged entity, Nordea Hypoteksbank, following adjourned meetings with the holders of three bonds yesterday (Monday).

Nordea on 4 March launched a consent solicitation targeting all 37 covered bond series issued by Nordea Bank Finland, to gain bondholders’ consent for Nordea Hypoteksbank to assume the role of issuer while Nordea Bank Finland is converted into a branch of the Swedish parent.

In meetings held on 1 April, Nordea obtained approval from the holders of 34 of the 37 covered bond series, while the meetings regarding the three remaining covered bond series did not achieve the quorum of 50% of the outstanding principal amount.

The meetings were therefore adjourned until yesterday and the quorum lowered to one or more persons representing any amount. Following the adjourned meetings, Nordea announced that the extraordinary resolution had been passed.

Consent instructions equal to 20% of the principal amount were received from eligible bondholders for a Eu50m September 2019 FRN (XS0835318196), with all in favour. For a Eu70m May 2021 FRN (XS1072529677) and a Eu10m February 2022 FRN  (XS0740844609), consent instructions equal to 100% of the principal amount were received, with all in favour.

The restructuring is part of a strategy under which Nordea plans to turn each of its national subsidiary banks in the Nordics into branches of the Swedish parent. The planned demerger date is 1 July 2016.

Deutsche Bank, Merrill Lynch International and Nordea Bank Danmark are solicitation agents.