The filing fee is calculated in
accordance with Rule 457(r) under the Securities Act. There
are unused registration fees of $36,859.89 that have been paid
in respect of securities offered from Eksportfinans ASA’s
Registration Statement No. 333-140456, of which this
pricing supplement is a part. After giving effect to the $297.54
registration fee for this offering, $36,562.35 remains available
for future offerings. No additional registration fee has been
paid with respect to this offering.
$7,571,000.00 15% Enhanced Yield Securities due March 6, 2009
Linked to the Common Stock of JPMorgan Chase & Co.
Contingent Mandatorily Exchangeable Securities
This document is a pricing supplement. This pricing supplement provides specific pricing
information in connection with this issuance of securities. Prospective investors should read this
pricing supplement together with the prospectus supplement and prospectus dated February 5, 2007
for a description of the specific terms and conditions of the particular issuance of securities.
This pricing supplement amends and supersedes the accompanying prospectus supplement and prospectus
to the extent that the information provided in this pricing supplement is different from the terms
set forth in the prospectus supplement or the prospectus.
Issuer:
Eksportfinans ASA
Agent:
Wachovia Capital Markets, LLC. The agent may make sales through its affiliates or selling agents.
Principal Amount:
Each security will have a principal amount and an initial public offering price of $1,000.00 per security. The
securities are not principal protected.
Maturity Date:
March 6, 2009. If the valuation date is postponed, then the maturity date of the securities will be postponed by
an equal number of trading days.
Interest:
15% per annum, to be payable monthly.
Interest Payment Dates:
The 6th of each month, beginning October 6, 2008 to and including the Maturity Date.
Underlying Stock:
The securities are linked to the common stock of JPMorgan Chase & Co. (CUSIP No.: 46625H100; NYSE symbol: JPM),
which we refer to as the Underlying Stock. JPMorgan Chase & Co. has no obligations relating to, and does not
sponsor or endorse, the securities.
Payment at Maturity:
On the maturity date, for each security you hold, you will receive the redemption amount, plus accrued but unpaid
interest in cash.
The redemption amount will be a cash payment equal to the principal amount of your securities, unless a knock-in
event has occurred. If a knock-in event has occurred, the redemption amount, for each security you hold, will be
25.7202 shares of the Underlying Stock, which is equal to $1,000.00 divided by the initial stock price, multiplied
by the share multiplier (plus cash for any fractional shares).
If a knock-in event has occurred and the market value of the Underlying Stock on the maturity date is less than
the initial stock price, you will lose some or all of the principal amount of your securities (but you will still
receive accrued but unpaid interest in cash).
A knock-in event will occur if the market price of the Underlying Stock, at any time on any trading day, from the
first trading day following the trade date to and including the valuation date, is less than or equal to the
knock-in price. The knock-in price equals $27.216, the price that is 30% below the initial stock price of $38.88.
The valuation date is February 27, 2009. The share multiplier is initially 1.0, and is subject to adjustment for
corporate events relating to JPMorgan Chase & Co.
The final stock price will equal the closing price per share of the Underlying Stock on the valuation date. If the
redemption amount includes fractional shares of Underlying Stock, such fractional shares shall be paid in U.S.
dollar amounts, calculated as the fractional number of shares multiplied by the final stock price.
Listing:
The securities will not be listed or displayed on any securities exchange or any electronic communications network.
For a detailed description of the terms of the securities, see “Summary Information” beginning
on page P-1 and “— Specific Terms of the Securities” beginning on page P-13.
Investing in the securities involves risks. See “Risk Factors” beginning on page P-9.
Per Security
Total
Maximum Public Offering Price
$
1,000.00
$
7,571,000.00
Maximum Underwriting Discount and Commission
$
12.50
$
94,637.50
Maximum Proceeds to Eksportfinans ASA
$
987.50
$
7,476,362.50
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this pricing
supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
Capitalized terms used in this pricing supplement without definition have the meanings given
to them in the prospectus supplement and accompanying prospectus.
This summary includes questions and answers that highlight selected information from this
pricing supplement and the accompanying prospectus supplement and prospectus to help you understand
the 15% Enhanced Yield Securities Linked to the Common Stock of JPMorgan Chase & Co. due March 6,2009, which we refer to as the securities. You should carefully read this pricing supplement and
the accompanying prospectus supplement and prospectus to fully understand the terms of the
securities as well as the tax and other considerations that are important to you in making a
decision about whether to invest in the securities. You should carefully review the sections
entitled “Risk Factors” in this pricing supplement and the accompanying prospectus supplement and
prospectus, which highlight certain risks associated with an investment in the securities, to
determine whether an investment in the securities is appropriate for you.
Unless otherwise mentioned or unless the context requires otherwise, all references in this
pricing supplement to “Eksportfinans”, “we”, “us” and “our” or similar references mean
Eksportfinans ASA and its subsidiaries.
What are the securities?
The securities offered by this pricing supplement will be issued by Eksportfinans and will
mature on March 6, 2009. The return on the securities is linked to the performance of the common
stock of JPMorgan Chase & Co., which we refer to as the Underlying Stock Issuer, and will depend on
whether a knock-in event occurs during the term of the securities and the market value of the
Underlying Stock at maturity, as described below.
As discussed in the accompanying prospectus supplement, the securities are debt securities and
are part of a series of debt securities entitled “Medium-Term Notes” that Eksportfinans may issue
from time to time. The securities will rank equally with all other unsecured and unsubordinated
debt of Eksportfinans. For more details, see “Specific Terms of the Securities” beginning on page
P-13.
Each security will have a principal amount and initial public offering price of $1,000.00. You
may transfer only whole securities. Eksportfinans will issue the securities in the form of a global
certificate, which will be held by The Depository Trust Company, also known as DTC, or its nominee.
Direct and indirect participants in DTC will record your ownership of the securities.
Are the securities principal protected?
No, the securities do not guarantee any return of principal at maturity. If a knock-in event
has occurred, you will receive shares of the Underlying Stock instead of a cash payment. If a
knock-in event has occurred and the market value of the Underlying Stock (multiplied by the share
multiplier) on the maturity date is less than the initial stock price, the value of the shares of
the Underlying Stock you will receive will be worth less than the principal amount and could be
worth $0.00; consequently, you will lose some or all of your principal (but you will still receive
accrued but unpaid interest in cash).
Will I receive interest on the securities?
The securities will bear interest at a rate of 15% per annum, payable on the 6th of
each month, beginning on October 6, 2008 to and including the maturity date. The interest rate on
the securities is higher than the current dividend yield of the Underlying Stock. The interest rate
is also higher than the interest we would pay on a conventional fixed-rate, principal-protected
debt security. You will still receive accrued but unpaid interest on the securities even if a
knock-in event has occurred.
How is Eksportfinans able to offer a 15% interest rate on the securities?
Eksportfinans is able to offer a 15% interest rate on the securities because the securities
are riskier than conventional principal-protected debt securities. As previously described, if a
knock-in event has occurred, at maturity you will receive shares of the Underlying Stock and those
shares may be worth less than the principal amount of the securities. The interest rate on the
securities reflects the value of our right to deliver stock to you at the maturity of the
securities if a knock-in event occurs and, in particular, takes into consideration the fact that
the securities are not principal protected. In general, the more volatile the Underlying Stock is
or is expected to be, the higher the interest rate and the more likely a knock-in event might
occur.
What will I receive upon maturity of the securities?
The securities will mature on March 6, 2009. On the maturity date, for each security you hold,
you will receive the redemption amount, plus accrued but unpaid interest in cash.
P-1
The redemption amount will be a cash payment equal to the principal amount of your securities,
unless a knock-in event has occurred. If a knock-in event has occurred, the redemption amount will
be 25.7202 shares of the Underlying Stock, which is equal to $1,000.00 divided by the initial stock
price, multiplied by the share multiplier (plus cash for any fractional shares).
If a knock-in event has occurred, you will receive shares of the Underlying Stock instead of a
cash payment.
o
If a knock-in event has occurred and the market value of the Underlying Stock
(multiplied by the share multiplier) on the maturity date is less than the initial
stock price, the value of the shares of the Underlying Stock you will receive will be
worth less than the principal amount and could be worth $0.00; consequently, you will
lose some or all of your principal (but you will still receive accrued but unpaid
interest in cash).
o
If a knock-in event has occurred and the market value of the Underlying Stock
(multiplied by the share multiplier) on the maturity date is greater than the initial
stock price, the value of the shares of the Underlying Stock you will receive will be
worth more than the principal amount. However, if a knock-in event has not occurred and
the market value of the Underlying Stock (multiplied by the share multiplier) on the
maturity date is greater than the initial stock price, you will receive a cash payment
equal to the principal amount of your securities, and will not participate in the
appreciation of the Underlying Stock.
The initial stock price is 38.88, which is the closing price per share of the Underlying Stock
on the trade date.
The final stock price will equal the closing price per share of the Underlying Stock on the
valuation date. If the redemption amount includes fractional shares of Underlying Stock, such
fractional shares shall be paid in U.S. dollar amounts, calculated as the fractional number of
shares multiplied by the final stock price.
The share multiplier is 1.0, subject to adjustment for certain corporate events relating to
the Underlying Stock described in this pricing supplement under “Specific Terms of the
Securities—Antidilution Adjustments”.
A knock-in event will occur if, as determined by the calculation agent, the market price of
the Underlying Stock multiplied by the share multiplier has fallen to or below the knock-in price
at any time during regular business hours of the relevant exchange on any trading day from the
first trading day following the trade date to and including the valuation date.
The knock-in price is $27.216, the price that is 30% below the initial stock price.
The market price is, on any trading day and at any time during the regular business hours of
the relevant exchange, the latest reported sale price of the Underlying Stock (or any other
security for which a market price must be determined) on that relevant exchange at that time, as
determined by the calculation agent.
The valuation date means February 27, 2008, the fifth trading day prior to the maturity date.
However, if that date occurs on a day on which the calculation agent has determined that a market
disruption event has occurred or is continuing, then the valuation date will be the next succeeding
trading day on which the calculation agent has determined that a market disruption event has not
occurred or is not continuing. If the valuation date is postponed, then the maturity date of the
securities will be postponed by an equal number of trading days.
A trading day means a day, as determined by the calculation agent, on which trading is
generally conducted on the New York Stock Exchange, Inc. (NYSE), the American Stock Exchange, the
Nasdaq Global Market, the Chicago Board Mercantile Exchange and the Chicago Board of Options
Exchange and in the over-the-counter market for equity securities in the United States.
A business day means a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on
which banking institutions in the City of New York generally are authorized or obligated by law,
regulation or executive order to close.
The relevant exchange is the primary United States securities exchange or organized market of
trading for the Underlying Stock. If a reorganization event has occurred, the relevant exchange
will be the stock exchange or securities market in the United States on which the distribution
property (as defined below under “Additional Information— Antidilution Adjustments — Adjustments
for Reorganization Events” on page P-21) that is a listed equity security is principally traded, as
determined by the calculation agent.
P-2
If a knock-in event has occurred and market value of the Underlying Stock (multiplied by the
share multiplier) on the maturity date is less than the initial stock price, the value of the
shares of the Underlying Stock you will receive will be worth less than the principal amount and
could be worth $0.00; consequently, you will lose some or all of your principal (but you will still
receive accrued but unpaid interest in cash).
If a knock-in event has occurred and the market value of the Underlying Stock (multiplied by
the share multiplier) on the maturity date is greater than the initial stock price, the value of
the shares of the Underlying Stock you will receive will be worth more than the principal amount.
However, if a knock-in event has not occurred and the market value of the Underlying Stock
(multiplied by the share multiplier) on the maturity date is greater than the initial stock price,
you will receive a cash payment equal to the principal amount of your securities, and will not
participate in the appreciation of the Underlying Stock. That is, you will only participate in the
appreciation of the Underlying Stock above the initial stock price if a knock-in event has occurred
during the term of the securities.
Hypothetical Examples
Set forth below are four hypothetical examples of the calculation of the redemption amount,
based on various hypothetical market values of the Underlying Stock on the maturity date. Interest
will be paid monthly regardless of whether a knock-in event occurs. These examples are based on the
following:
Initial stock price: $38.88
Knock-in price: $27.216 (30% below the initial stock price)
Share multiplier on the valuation date: 1.0
For purposes of calculating the cash in lieu of fractional shares we have assumed that the
final stock price is equal to the hypothetical market value of the Underlying Stock on the maturity
date.
Example 1 – The hypothetical market value of the Underlying Stock on the maturity date is equal to
60.00% of the initial stock price and a knock-in event has occurred:
Hypothetical market value of the Underlying Stock on the maturity date: $23.33
Since a knock-in event has occurred, the redemption amount per security would be equal to
twenty five shares of the Underlying Stock multiplied by the share multiplier and a cash
payment of $16.80 in lieu of fractional shares with an aggregate market value on the
maturity date equal to $600.00, representing a 40.00% loss of the principal amount of your
security.
Example 2 – The hypothetical market value of the Underlying Stock on the maturity date is equal to
115.00% of the initial stock price and a knock-in event has occurred:
Hypothetical market value of the Underlying Stock on the maturity date: $44.71
Since a knock-in event has occurred, the redemption amount per security would be twenty five
shares of the Underlying Stock multiplied by the share multiplier and a cash payment of
$32.20 in lieu of fractional shares with an aggregate market value on the maturity date
equal to $1,150.00, representing a 15.00% return above the principal amount of your
security.
Example 3 – The hypothetical market value of the Underlying Stock on the maturity date is equal to
85.00% of the initial stock price but a knock-in event has not occurred:
Hypothetical market value of the Underlying Stock on the maturity date: $33.05
Redemption amount (per security) = $1,000.00
Since a knock-in event has not occurred, the redemption amount per security would be paid in
cash in an amount equal to the full principal amount of $1,000.00.
P-3
Example 4 – The hypothetical market value of the Underlying Stock on the maturity date is equal to
140.00% of the initial stock price but a knock-in event has not occurred:
Hypothetical market value of the Underlying Stock on the maturity date: $54.43
Redemption amount (per security) = $1,000.00
Because a knock-in event has not occurred, the redemption amount per security would be paid
in cash in an amount equal to the full principal amount of $1,000.00 even though the
hypothetical market value of the Underlying Stock on the maturity date is greater than the
initial stock price. Under these circumstances, the redemption amount that you receive will
not reflect the increase in the market price of the Underlying Stock at the maturity of the
securities.
HYPOTHETICAL RETURNS
The following table illustrates the hypothetical redemption amount and corresponding hypothetical
return at maturity per security (in each case, including interest payments), based on the
following:
•
the initial stock price;
•
a range of hypothetical market values of the Underlying Stock on the maturity date
and the corresponding hypothetical price return of the Underlying Stock;
•
the knock-in price;
•
whether or not a knock-in event has occurred; and
•
an interest rate of 15%.
The figures below are for purposes of illustration only. The actual redemption amount and the
resulting return (inclusive of coupons) will depend on the actual maturity closing price and
whether or not a knock-in event occurs, each determined by the calculation agent as described in
this pricing supplement.
A knock-in event has occurred
A knock-in event has not occurred
Hypothetical
Hypothetical
Hypothetical
redemption
return at
market value
Hypothetical
Hypothetical
Hypothetical return
amount per
maturity of the
of Underlying
price return of
redemption amount
at maturity of the
security
securities
Stock at
the Underlying
per security
securities (including
(including
(including
maturity
Stock
(including interest)
interest)(3)
interest)
interest)(3)
$19.44
-50
%
$
576.25
-42.38
%
—
—
$21.38
-45
%
$
626.25
-37.38
%
—
—
$23.33
-40
%
$
676.25
-32.38
%
—
—
$25.27
-35
%
$
726.25
-27.38
%
—
—
$27.22(1)
-30
%
$
776.25
-22.38
%
—
—
$29.16
-25
%
$
826.25
-17.38
%
$
1,076.25
7.63
%
$31.10
-20
%
$
876.25
-12.38
%
$
1,076.25
7.63
%
$33.05
-15
%
$
926.25
-7.38
%
$
1,076.25
7.63
%
$34.99
-10
%
$
976.25
-2.38
%
$
1,076.25
7.63
%
$36.94
-5
%
$
1,026.25
2.62
%
$
1,076.25
7.63
%
$38.88(2)
0
%
$
1,076.25
7.62
%
$
1,076.25
7.63
%
$40.82
5
%
$
1,126.25
12.63
%
$
1,076.25
7.63
%
$42.77
10
%
$
1,176.25
17.63
%
$
1,076.25
7.63
%
$44.71
15
%
$
1,226.25
22.63
%
$
1,076.25
7.63
%
$46.66
20
%
$
1,276.25
27.63
%
$
1,076.25
7.63
%
$48.60
25
%
$
1,326.25
32.63
%
$
1,076.25
7.63
%
$50.54
30
%
$
1,376.25
37.63
%
$
1,076.25
7.63
%
$52.49
35
%
$
1,426.25
42.63
%
$
1,076.25
7.63
%
$54.43
40
%
$
1,476.25
47.63
%
$
1,076.25
7.63
%
P-4
A knock-in event has occurred
A knock-in event has not occurred
Hypothetical
Hypothetical
Hypothetical
redemption
return at
market value
Hypothetical
Hypothetical
Hypothetical return
amount per
maturity of the
of Underlying
price return of
redemption amount
at maturity of the
security
securities
Stock at
the Underlying
per security
securities (including
(including
(including
maturity
Stock
(including interest)
interest)(3)
interest)
interest)(3)
$56.38
45
%
$
1,526.25
52.63
%
$
1,076.25
7.63
%
$58.32
50
%
$
1,576.25
57.63
%
$
1,076.25
7.63
%
(1)
This is also the knock-in price.
(2)
This is also the initial stock price.
(3)
The returns at maturity specified above are not annualized rates of return but rather actual
returns over the term of the security and, in the case of the securities, are calculated based
on a 183 day investment term and, in the case of the Underlying Stock, do not take into
account dividends, if any, paid on the Underlying Stock, any transaction fees and expenses.
P-5
The following graph sets forth the return at maturity for a range of market values of the
Underlying Stock on the maturity date both if a knock-in event has occurred and if a knock-in event
has not occurred.
Return Profile of 15% Enhanced Yield Securities vs. JPM Stock Price
Who should or should not consider an investment in the securities?
We have designed the securities for investors who are willing to make an investment that is
contingently exposed to the full downside performance risk of the Underlying Stock and the
potential loss of some or all of the value of their principal, who are willing to receive shares of
the Underlying Stock as the return on their investment if a knock-in event occurs and do not expect
to participate in any appreciation in the price of Underlying Stock unless a knock-in event occurs.
In exchange for the potential downside exposure to the Underlying Stock described in the preceding
sentence, investors in the securities will receive monthly interest payments at a rate of 15% per
year.
The securities are not designed for, and may not be a suitable investment for, investors who
are unwilling to make an investment that is exposed (or contingently exposed) to the full downside
performance risk of the Underlying Stock. The securities are also not designed for, and may not be
a suitable investment for, investors who seek the full upside appreciation in the market price of
the Underlying Stock regardless of whether a knock-in event occurs. The securities may not be a
suitable investment for investors who prefer the lower risk of fixed income investments with
comparable maturities issued by companies with comparable credit ratings, or who are unable or
unwilling to hold the securities to maturity.
What will I receive if I sell the securities prior to maturity?
The market value of the securities may fluctuate during the term of the securities. Several
factors and their interrelationship will influence the market value of the securities, including
the market price of the Underlying Stock, dividend yields on the Underlying Stock, the time
remaining to maturity of the securities, interest and yield rates in the market and the volatility
of the market price of the Underlying Stock. If you sell your securities prior to maturity, you may
have to sell them at a discount to the principal amount of the securities. Depending on the impact
of these factors, you may receive less than the principal amount in any sale of your securities
before the maturity date of the securities and less than what you would have received had you held
the securities until maturity. For more details, see “Risk Factors — Many factors affect the market
value of the securities”.
P-6
Who is JPMorgan Chase & Co.?
According to publicly available information, JPMorgan Chase & Co. is a financial holding
company. Its principal bank subsidiaries are JPMorgan Chase Bank, National Association, a national
banking association with branches in 17 states, and Chase Bank USA, National Association, a
national bank that is JPMorgan Chase & Co.’s credit card issuing bank. JPMorgan Chase & Co.’s
activities are organized into six business segments (Investment Bank, Retail Financial Services,
Card Services, Commercial Banking, Treasury & Securities Services and Asset Management) and
Corporate, which includes its Private Equity and Treasury businesses, as well as corporate support
functions. You should independently investigate the Underlying Stock Issuer and decide whether an
investment in the securities linked to the Underlying Stock is appropriate for you.
Because the Underlying Stock is registered under the Securities Exchange Act of 1934, as
amended (the Exchange Act), the Underlying Stock Issuer is required to file periodically certain
financial and other information specified by the Securities and Exchange Commission (the SEC).
Information provided to or filed with the SEC by the Underlying Stock Issuer can be located by
reference to SEC file number 001-05805 and inspected at the SEC’s public reference facilities or
accessed over the Internet through the SEC’s website. The address of the SEC’s website is
http://www.sec.gov. In addition, information regarding the Underlying Stock may be obtained from
other sources including, but not limited to, press releases, newspaper articles and other publicly
disseminated information. We make no representation or warranty as to the accuracy or completeness
of any such information. For further information, please see the section entitled “The Underlying
Stock — The Underlying Stock Issuer” in this pricing supplement.
What is the Underlying Stock Issuer’s role in the securities?
The Underlying Stock Issuer has no obligations relating to the securities or amounts to be
paid to you, including no obligation to take the needs of Eksportfinans or of holders of the
securities into consideration for any reason. The Underlying Stock Issuer will not receive any of
the proceeds of the offering of the securities, is not responsible for, and has not participated
in, the offering of the securities and is not responsible for, and will not
participate in, the determination or calculation of the redemption amount. Eksportfinans is not
affiliated with the Underlying Stock Issuer.
How has the Underlying Stock performed historically?
You can find a table with the high, low and closing prices per share of the Underlying Stock
during each calendar quarter from the first calendar quarter of 2004 to the present in the section
entitled “The Underlying Stock— Historical Data” in this pricing supplement. We obtained the
historical information from Bloomberg Financial Markets, without independent verification. You
should not take the past performance of the Underlying Stock as an indication of how the Underlying
Stock will perform in the future.
What about taxes?
There is currently no statutory, judicial or administrative authority that directly addresses
the U.S. tax treatment of holders of the securities. Pursuant to the terms of the securities, by
purchasing a security, you agree with us to treat such security as an income-bearing financial
contract under which you will be required to treat the income payable on the securities as ordinary
income. You will be required to characterize the securities for all tax purposes in this manner
(absent an administrative determination or judicial ruling to the contrary) even if your tax
advisor would otherwise adopt an alternative characterization. We are not requesting a ruling from
the United States Internal Revenue Service (the IRS) with respect to the securities, and we cannot
assure you that the IRS will agree with the conclusions expressed in this pricing supplement or the
accompanying prospectus supplement and prospectus. If the IRS successfully argues that the
securities should be treated differently, then the timing and character of any inclusion in income
in respect of your securities may be affected. Prospective investors should consult their own tax
advisor and consider the U.S. Federal income tax consequences of investing in the securities under
their particular situation. For more information, please review the U.S. Federal income tax
discussion in the pricing supplement below and in the accompanying prospectus supplement and
prospectus under “Taxation in the United States”.
Will the securities be listed on a stock exchange?
The securities will not be listed or displayed on any securities exchange or any electronic
communications network. There can be no assurance that a liquid trading market will develop for the
securities. Accordingly, if you sell your securities prior to maturity, you may have to sell them
at a substantial loss. You should review the section entitled “Risk Factors — There may not be an
active trading market for the securities” in this pricing supplement.
P-7
Are there any risks associated with my investment?
Yes, an investment in the securities is subject to significant risks, including the risk of
loss of some or all of your principal. We urge you to read the detailed explanation of risks in
“Risk Factors” beginning on page P-9.
P-8
RISK FACTORS
An investment in the securities is subject to the risks described below, as well as the risks
described under “Risk Factors—Risks related to index linked notes or notes linked to certain
assets” in the accompanying prospectus supplement. Your securities are a riskier investment than
ordinary debt securities. Also, your securities are not equivalent to investing directly in the
Underlying Stock to which the securities are linked. You should carefully consider whether the
securities are suited to your particular circumstances.
Your investment may result in a loss of some or all of your principal
Unlike standard senior non-callable debt securities, the securities do not guarantee the
return of the principal amount at maturity. With an investment in the securities, you bear the risk
of losing some or all of the value of your principal if a knock-in event occurs during the term of
the securities and the market value of the Underlying Stock on the maturity date is less than the
initial stock price. Under these circumstances, at maturity, for each security you hold, the
redemption amount that you will receive will be shares of the Underlying Stock equal to the
principal amount divided by the initial stock price multiplied by the share multiplier.
Accordingly, if a knock-in event has occurred during the term of the securities (i.e., the market
price of the Underlying Stock has declined to or below the knock-in price during the term of the
securities) and the market value of the Underlying Stock on the maturity date is less than the
initial stock price, you will lose some or all of the value of the principal amount of your
securities and you will receive shares of the Underlying Stock, which may be worth $0.00, instead
of a cash payment.
Your yield may be lower than the yield on a standard debt security of comparable maturity
The yield that you will receive on your securities may be less than the return you could earn
on other investments, and may be negative if a knock-in event occurs and the market value of the
Underlying Stock on the maturity date is less than the initial stock price. Your redemption amount
will not be greater than the aggregate principal amount of your securities unless a knock-in event
has occurred and the market value of the Underlying Stock on the maturity date is greater than the
initial stock price. Even if your yield is positive, your yield may be less than the yield you
would earn if you bought a standard senior non-callable debt security of Eksportfinans with the
same maturity date. Your investment may not reflect the full opportunity cost to you when you take
into account factors that affect the time value of money.
Owning the securities is not the same as owning the Underlying Stock
Your return will not reflect the return you would realize if you actually owned and held the
Underlying Stock for a similar period. Although you will receive shares of the Underling Stock at
maturity if a knock-in event has occurred (which shares may be worth more or less than the initial
stock price), you will not be entitled to any dividends payments or other distributions on the
Underlying Stock during the term of the securities. The securities represent senior unsecured
obligations of ours and do not represent or convey any rights of ownership in the Underlying Stock,
other than the right to receive a payment at maturity in shares of the Underlying Stock if a
knock-in event has occurred. In addition, as a holder of the securities, you will not have voting
rights or any other rights that holders of the Underlying Stock may have. If a knock-in event has
not occurred and the return on the Underlying Stock at the maturity of the securities exceeds the
principal amount of the securities and the interest payments you receive, your return on the
securities at maturity will be less than the return on a direct investment in the Underlying Stock,
without taking into account taxes and other costs related to such a direct investment. If the
market price of the Underlying Stock increases above the initial stock price during the term of the
securities, the market value of the securities will not increase by the same amount. It is also
possible for the market price of the Underlying Stock to increase while the market value of the
securities declines.
There may not be an active trading market for the securities
The securities will not be listed or displayed on any securities exchange or any electronic
communications network. There can be no assurance that a liquid trading market will develop for the
securities. The development of a trading market for the securities will depend on our financial
performance and other factors, such as the increase, if any, in the market price of the Underlying
Stock. Even if a secondary market for the securities develops, it may not provide significant
liquidity and transaction costs in any secondary market could be high. As a result, the difference
between bid and asked prices for the securities in any secondary market could be substantial. If
you sell your securities before maturity, you may have to do so at a discount from the principal
amount, and, as a result, you may suffer substantial losses.
Wachovia Capital Markets, LLC and its broker-dealer affiliates currently intend to make a
market for the securities, although they are not required to do so and may stop any such
market-making activities at any time. As
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market makers, trading of the securities may cause Wachovia Capital Markets, LLC or its
broker-dealer affiliates to have long or short positions in the securities. The supply and demand
for the securities, including inventory positions of market makers, may affect the secondary market
for the securities.
Many factors affect the market value of the securities
The market value of the securities will be affected by factors that interrelate in complex
ways. It is important for you to understand that the effect of one factor may offset the increase
in the market value of the securities caused by another factor and that the effect of one factor
may compound the decrease in the market value of the securities caused by another factor. We expect
that the market value of the securities will depend substantially on the market price of the
Underlying Stock at any time during the term of the securities relative to the initial stock price.
If you choose to sell your securities when the market price of the Underlying Stock exceeds or
is equal to the initial stock price, you may receive substantially less than the amount that would
be payable at maturity based on this market price because of the expectation that the market price
of the Underlying Stock will continue to fluctuate until the maturity date and the risk that a
knock-in event will occur. In addition, we believe that other factors that may influence the value
of the securities include:
•
whether a knock-in event has occurred or the likelihood of a knock-in event occurring
prior to the valuation date;
•
the volatility (frequency and magnitude of changes in market price) of the Underlying
Stock and in particular market expectations regarding the volatility of the Underlying
Stock;
•
interest rates generally as well as changes in interest rates and the yield curve;
•
the dividend yield on the Underlying Stock;
•
the time remaining to maturity;
•
our creditworthiness, as represented by our credit ratings or as otherwise perceived in
the market; and
•
geopolitical, economic, financial, political, regulatory or judicial events as well as
other conditions that affect stock markets in general and that may affect the Underlying
Stock Issuer and the market price of the Underlying Stock.
We and our affiliates have no affiliation with the Underlying Stock Issuer and are not responsible
for their public disclosure of information
We and our affiliates are not affiliated with the Underlying Stock Issuer in any way and have
no ability to control or predict its actions, including any corporate actions of the type that
would require the calculation agent to adjust the redemption amount, and have no ability to control
the public disclosure of these corporate actions or any events or circumstances affecting them.
Each security is an unsecured debt obligation of Eksportfinans only and is not an obligation
of the Underlying Stock Issuer. None of the money you pay for your securities will go the
Underlying Stock Issuer. Since the Underlying Stock Issuer is not involved in the offering of the
securities in any way, it has no obligation to consider your interest as an owner of securities in
taking any actions that might affect the value of your securities. The Underlying Stock Issuer may
take actions that will adversely affect the market value of the securities.
This pricing supplement relates only to the securities and does not relate to the Underlying
Stock. We have derived the information about the Underlying Stock Issuer in this pricing supplement
from publicly available documents, without independent verification. We have not participated in
the preparation of any of the documents or made any “due diligence” investigation or any inquiry of
the Underlying Stock Issuer in connection with the offering of the securities. Neither we nor any
of our affiliates assumes any responsibility for the adequacy or accuracy of the information about
the Underlying Stock Issuer contained in this pricing supplement. Furthermore, we do not know
whether the Underlying Stock Issuer has disclosed all events occurring before the date of this
pricing supplement — including events that could affect the accuracy or completeness of the
publicly available documents referred to above, the initial stock price, the market prices of the
Underlying Stock, the occurrence of a knock-in event and, therefore, whether you receive shares
(and the value of those shares) of the Underlying Stock upon the maturity of the securities. You,
as an investor in the securities, should investigate the Underlying Stock Issuer on your own.
P-10
Historical performance of the Underlying Stock should not be taken as an indication of its future
performance during the term of the securities
You cannot predict the future performance of Underlying Stock based on its historical
performance. The Underlying Stock has performed differently in the past and is expected to perform
differently in the future. The market price of the Underlying Stock will be influenced by complex
and interrelated political, economic, financial and other factors that can affect the Underlying
Stock Issuer. You should refer to “The Underlying Stock” beginning on page P-24 for a description
of the Underlying Stock Issuer and historical data on the Underlying Stock. The price of the
Underlying Stock may decrease to or below the knock-in price and remain below the initial stock
price until maturity so that you will receive at maturity shares of Underlying Stock worth less
than the principal amount of the securities. We cannot guarantee that market price of the
Underlying Stock will stay above the knock-in price over the life of the securities or that, if the
market price of the Underlying Stock has decreased to or below the knock-in price, the market price
of the Underlying Stock will recover and be at or above the initial stock price on the valuation
date so that you will receive at maturity an amount at least equal to or greater than the principal
amount of the securities.
You have limited antidilution protection
Wachovia Capital Markets, LLC, as calculation agent for your securities, will, in its sole
discretion, adjust the share multiplier and, thus, the market price used to determine whether or
not the knock-in price has been reached, for certain events affecting the Underlying Stock, such as
stock splits and stock dividends, and certain other corporate actions involving the Underlying
Stock Issuer, such as mergers. However, the calculation agent is not required to make an adjustment
for every corporate event that can affect the Underlying Stock. For example, the calculation agent
is not required to make any adjustments to the share multiplier if the Underlying Stock Issuer or
anyone else makes a partial tender or partial exchange offer for the Underlying Stock.
Consequently, this could affect the calculation of the redemption amount and the market value of
the securities. You should refer to “Specific Terms of the Securities — Antidilution Adjustments”
beginning on page P-16 for a description of the general circumstances in which the calculation
agent will make adjustments to the share multiplier.
Hedging transactions may affect the return on the securities
As described below under “Use of Proceeds and Hedging” on page P-27, we through one or more
hedging counterparties may hedge our obligations under the securities by purchasing the Underlying
Stock, futures or options on the Underlying Stock or other derivative instruments with returns
linked or related to changes in the market price of the Underlying Stock, and our hedging
counterparties may adjust these hedges by, among other things, purchasing or selling the Underlying
Stock, futures, options or other derivative instruments with returns linked to the Underlying Stock
at any time. Although they are not expected to, any of these hedging activities may adversely
affect the market price of the Underlying Stock and, therefore, the market value of the securities.
It is possible that our hedging counterparties could receive substantial returns from these hedging
activities while the market value of the securities declines.
The inclusion of commissions and projected profits from hedging in the initial public offering
price is likely to adversely affect secondary market prices for the securities
Assuming no change in market conditions or any other relevant factors, the price, if any, at
which Wachovia Capital Markets, LLC is willing to purchase the securities in secondary market
transactions will likely be lower than the initial public offering price, since the initial public
offering price included, and secondary market prices are likely to exclude, commissions paid with
respect to the securities, as well as the projected profit included in the cost of hedging our
obligations under the securities. In addition, any such prices may differ from values determined by
pricing models used by Wachovia Capital Markets, LLC, as a result of dealer discounts, mark-ups or
other transactions.
The calculation agent may postpone the valuation date and the maturity date if a market disruption
event occurs on the valuation date
The valuation date may be postponed if the calculation agent determines that a market
disruption event has occurred or is continuing on the valuation date. If a postponement occurs, the
maturity date for the securities would also be postponed. You will not be entitled to any
compensation from us or the calculation agent for any loss suffered as a result of the occurrence
of a market disruption event, any resulting delay in payment or any change in the market price of
the Underlying Stock resulting from the postponement of the valuation date. See “Specific Terms of
the Securities—Market Disruption Event” beginning on page P-15.
P-11
Potential conflicts of interest could arise
Wachovia Capital Markets, LLC and its affiliates expect to engage in trading activities
related to the Underlying Stock, including hedging transactions for their proprietary accounts, for
other accounts under their management or to facilitate transactions on behalf of customers. Any of
these activities could adversely affect the value of the Underlying Stock and, therefore, the
market value of the securities and payment at maturity. Wachovia Capital Markets, LLC may also
issue or underwrite securities or financial or derivative instruments with returns linked to
changes in the value of the Underlying Stock. These trading activities may present a conflict
between your interest in your securities and the interests that Wachovia Capital Markets, LLC and
its affiliates will have in their proprietary accounts, in facilitating transactions, including
block trades, for their customers and in accounts under their management. These trading activities,
if they influence the market price of the Underlying Stock, could be adverse to your interests as a
holder of the securities.
Wachovia Capital Markets, LLC or its affiliates may presently or from time to time engage in
business with us or the Underlying Stock Issuer. This business may include extending loans to, or
making equity investments in, the Underlying Stock Issuer or providing advisory services to the
Underlying Stock Issuer, including merger and acquisition advisory services. In the course of
business, Wachovia Capital Markets, LLC or its affiliates may acquire non-public information
relating to the Underlying Stock Issuer and, in addition, one or more affiliates of Wachovia
Capital Markets, LLC may publish research reports about the Underlying Stock Issuer. We do not make
any representation to any purchasers of the securities regarding any matters whatsoever relating to
the Underlying Stock Issuer. Any prospective purchaser of the securities should undertake an
independent investigation of the Underlying Stock Issuer as in its judgment is appropriate to make
an informed decision regarding an investment in the securities.
Tax consequences are uncertain
The federal income tax treatment of the securities is uncertain and the Internal Revenue
Service (the IRS) could assert that the securities should be taxed in a manner that is different
than described in this pricing supplement. As discussed further below, on December 7, 2007, the
IRS issued a notice indicating that it and the Treasury Department (Treasury) are actively
considering whether, among other issues, whether all or part of the gain you may recognize upon
sale or maturity of an instrument such as the securities could be treated as ordinary income. The
outcome of this process is uncertain and could apply on a retroactive basis.
In addition, one member of the House of Representatives recently introduced a bill that, if
enacted, would require holders of securities purchased after the bill is enacted to accrue interest
income over the term of the securities despite the fact that there will be no interest payments
over the term of the securities. It is not possible to predict whether this bill or a similar bill
will be enacted in the future and whether any such bill would affect the tax treatment of your
securities.
You should consult your tax advisor as to the tax consequences of investing in the securities,
significant aspects of which are uncertain. See “Taxation in the United States” in this pricing
supplement and in the accompanying prospectus supplement and prospectus.
P-12
SPECIFIC TERMS OF THE SECURITIES
Issuer:
Eksportfinans ASA
Specified currency:
U.S. dollars
Principal Amount:
$1,000.00 per security
Aggregate Principal Amount:
$7,571,000.00
Agent:
Wachovia Capital Markets, LLC
The agent may make sales through its affiliates or selling agents.
The securities will bear interest at a rate of 15% per annum, to be payable monthly.
Interest Payment Date:
Payable on the 6th of each month, beginning on October 6, 2008 up to and including the maturity date.
If the maturity date is postponed due to a postponement of the valuation date, we will pay interest on the
maturity date as postponed rather than on the scheduled maturity date,
but no interest will accrue on the securities or on such payment during the period from or after the scheduled maturity date.
The regular record dates will be the close of business on the fifteenth calendar day, whether or not a business day,
immediately preceding the related interest payment date. For
the purpose of determining the holder at the close of business on a day that is not a business day, the close of business will mean 5:00 P.M. in New York City, on that day.
Valuation Date:
February 27, 2009. However, if that date occurs on a day on which the calculation agent has determined that a market disruption
event has occurred or is continuing, then the valuation date will
be the next succeeding trading day on which the calculation agent
has determined that a market disruption event has not occurred or
is not continuing. If the valuation date is postponed, then the
maturity date of the securities will be postponed by an equal
number of trading days.
Underlying Stock:
The common stock of JPMorgan Chase & Co. which we refer to as the Underlying Stock Issuer. The Underlying Stock Issuer has no
obligations relating to, and does not sponsor or endorse, the
securities.
Payment at Maturity:
On the maturity date, for each security you hold, you will receive a payment equal to the redemption amount, plus accrued but unpaid interest in cash.
Redemption Amount:
The redemption amount will be a cash payment equal to the principal amount of your securities, unless a knock-in event has occurred.
If a knock-in event occurs, the redemption amount, for each security you hold, will be 25.7202 shares of the Underlying Stock per security you hold, which is equal to $1,000 divided by the initial stock price, multiplied by the share multiplier (plus cash for any fractional shares).
Initial Stock Price:
$38.88, which is the closing price per share of the Underlying Stock on the trade date.
Final Stock Price:
The final stock price will equal the closing price per share of the Underlying Stock on the valuation date. If the redemption amount includes fractional shares of Underlying Stock, such fractional shares shall be paid in U.S. dollar amounts, calculated as the fractional number of shares multiplied by the final stock price.
P-13
Knock-In Event:
A knock-in event will occur if, as determined by the calculation agent, the
market price of the Underlying Stock multiplied by the share multiplier has
fallen to or below the knock-in price at any time during regular business hours
of the relevant exchange on any trading day from the first trading day following
the trade date to and including the valuation date.
If a knock-in event has occurred, you will receive shares of the Underlying
Stock instead of a cash payment. If a knock-in event has occurred and the market
value of the Underlying Stock (multiplied by the share multiplier) on the
maturity date is less than the initial stock price, the value of the shares of
the Underlying Stock you will receive will be worth less than the principal
amount and could be worth $0.00; consequently, you will lose some or all of your
principal (but you will still receive accrued but unpaid interest in cash).
Knock-In Price:
$27.216, the price that is 30% below the initial stock price.
Share Multiplier:
1.0, subject to adjustment for certain corporate events relating to the
Underlying Stock Issuer described in this pricing supplement under
“—Antidilution Adjustments”.
Closing Price:
The closing price for one share of the Underlying Stock (or one unit of any
other security for which a closing price must be determined) on any trading day
means:
•
if the Underlying Stock (or any such other security) is listed or
admitted to trading on a national securities exchange, the last reported sale
price, regular way, of the principal trading session on such day on the
principal United States securities exchange registered under the Exchange Act,
on which the Underlying Stock (or any such other security) is listed or admitted
to trading, or
•
if the Underlying Stock (or any such other security) is neither listed
or admitted to trading on any national securities exchange nor a security of the
Nasdaq Global Market but is included in the OTC Bulletin Board Service (the OTC
Bulletin Board) operated by the National Association of Securities Dealers, Inc.
(the NASD), the last reported sale price of the principal trading session on the
OTC Bulletin Board on such day.
If the Underlying Stock (or any such other security) is listed or admitted to
trading on any national securities exchange but the last reported sale price is
not available pursuant to the preceding sentence, then the closing price for one
share of the Underlying Stock (or one unit of any such other security) on any
trading day will mean the last reported sale price of the principal trading
session on the over-the-counter market or the OTC Bulletin Board on such day.
If the last reported sale price for the Underlying Stock (or any such other
security) is not available pursuant to either of the two preceding sentences,
then the closing price for any trading day will be the mean, as determined by
the calculation agent, of the bid prices for the Underlying Stock (or any such
other security) obtained from as many recognized dealers in such security, but
not exceeding three, as will make such bid prices available to the calculation
agent. Bids of Wachovia Capital Markets, LLC or any of its affiliates may be
included in the calculation of such mean, but only to the extent that any such
bid is the highest of the bids obtained.
Market Price:
On any trading day and at any time during the regular business hours of the
relevant exchange, the latest reported sale price of the Underlying Stock (or
P-14
any other security for which a market price must be determined) on that relevant
exchange at that time, as determined by the calculation agent.
Relevant Exchange:
The primary U.S. securities organized exchange or market of trading for the
Underlying Stock. If a reorganization event has occurred, the relevant exchange
will be the stock exchange or securities market on which the distribution
property (as defined below under “ — Antidilution Adjustments — Adjustments
for Reorganization Events” on page P-21) that is a listed equity security is
principally traded, as determined by the calculation agent.
Market Disruption Event:
A market disruption event means the occurrence or existence of any of the
following events:
•
a suspension, absence or material limitation of trading in the
Underlying Stock on its primary market for more than two hours of trading or
during the one-half hour before the close of trading in that market, as
determined by the calculation agent in its sole discretion;
•
a suspension, absence or material limitation of trading in option or
futures contracts relating to the Underlying Stock, if available, in the primary
market for those contracts for more than two hours of trading or during the
one-half hour before the close of trading in that market, as determined by the
calculation agent in its sole discretion;
•
the Underlying Stock does not trade on the New York Stock Exchange, the
American Stock Exchange, the Nasdaq Global Market or what was the primary market
for the Underlying Stock, as determined by the calculation agent in its sole
discretion; or
•
any other event, if the calculation agent determines in its sole
discretion that the event materially interferes with our ability or the ability
of any of our affiliates to unwind all or a material portion of a hedge with
respect to the securities that we or our affiliates have effected or may effect
as described below under “Use of Proceeds and Hedging”.
The following events will not be market disruption events:
•
a limitation on the hours or number of days of trading in the Underlying
Stock on its primary market, but only if the limitation results from an
announced change in the regular business hours of the relevant market; and
•
a decision to permanently discontinue trading in the option or futures
contracts relating to the Underlying Stock.
For this purpose, an “absence of trading” in the primary securities market on
which option or futures contracts relating to the Underlying Stock, if
available, are traded will not include any time when that market is itself
closed for trading under ordinary circumstances. In contrast, a suspension or
limitation of trading in option or futures contracts relating to the Underlying
Stock, if available, in the primary market for those contracts, by reason of any
of:
•
a price change exceeding limits set by that market;
P-15
•
an imbalance of orders relating to those contracts; or
•
a disparity in bid and asked quotes relating to those contacts
will constitute a suspension or material limitation of trading in option or
futures contracts, as the case may be, relating to the Underlying Stock in the
primary market for those contracts.
Antidilution Adjustments:
The share multiplier is subject to adjustment by the calculation agent as a
result of the dilution and reorganization adjustments described in this pricing
supplement under “Additional Information — Antidilution Adjustments”. We
describe the risks relating to dilution above under “Risk Factors — You have
limited antidilution protection” on page P-11.
Calculation Agent:
Wachovia Capital Markets, LLC
Business Day:
For purposes of this issuance, a business day means a Monday, Tuesday,
Wednesday, Thursday or Friday that is not a day on which banking institutions in
The City of New York generally are authorized or obligated by law, regulation or
executive order to close.
Trading Day:
For purposes of this issuance, a trading day means a day, as determined by the
calculation agent, on which trading is generally conducted on the NYSE, the
American Stock Exchange, the Nasdaq Global Market, the Chicago Board Mercantile
Exchange and the Chicago Board of Options Exchange and in the over-the-counter
market for equity securities in the United States.
Tax Redemption:
No
Additional Amounts Payable:
No
Authorized Denominations:
$1,000.00 per security and integral multiples thereof
Form of Securities:
Book-entry
Listing:
The securities will not be listed or displayed on any securities exchange or any
electronic communications network.
Events of Default and
Acceleration:
If the maturity of the securities is accelerated upon an event of default under
the indenture referenced in the accompanying prospectus, the amount payable upon
acceleration will be determined by the calculation agent. Such amount will be
the redemption amount calculated as if the date of declaration of acceleration
were the valuation date.
The securities are not renewable notes, index linked notes, amortizing notes or zero coupon
notes, each as described in the prospectus supplement. We intend to take the position that the
securities will not be issued with Original Issue Discount. See “Taxation in the United States” for
a complete discussion of the tax consequences of the securities. In addition, there is no optional
redemption or extension of maturity in connection with the securities.
Capitalized terms used in this pricing supplement without definition have the meanings given
to them in the accompanying prospectus supplement and prospectus.
You should read this pricing supplement together with the prospectus dated February 5, 2007,
as supplemented by the prospectus supplement dated February 5, 2007 relating to our medium-term
notes of which these securities are a part. This pricing supplement, together with these documents,
contains the terms of the securities and supersedes all other prior or contemporaneous oral
statements as well as any other written materials including preliminary or indicative pricing
terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or
other educational materials of ours. You should carefully consider, among other things, the matters
set forth in “Risk factors” in the accompanying prospectus supplement dated February 5, 2007, as
the securities involve risks not associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisers before you invest in the
securities.
P-16
You may access the prospectus dated February 5, 2007, as supplemented by the prospectus
supplement dated February 5, 2007, on the SEC Web site at www.sec.gov as follows (or if such
address has changed, by reviewing our filings for the relevant date on the SEC Web site):
Our Central Index Key, or CIK, on the SEC Web site is 700978. As used in this pricing
supplement, the “Company,”“we,”“us,” or “our” refers to Eksportfinans ASA.
P-17
ADDITIONAL INFORMATION
Antidilution Adjustments
The share multiplier is subject to adjustment by the calculation agent as a result of the
dilution and reorganization adjustments described in this section. The adjustments described below
do not cover all events that could affect the market value of your securities. We describe the
risks relating to dilution above under “Risk Factors — You have limited antidilution protection”
on page P-11.
How adjustments will be made
If one of the events described below occurs with respect to the Underlying Stock and the
calculation agent determines that the event has a dilutive or concentrative effect on the market
price of the Underlying Stock, the calculation agent will calculate a corresponding adjustment to
the share multiplier as the calculation agent deems appropriate to account for that dilutive or
concentrative effect. For example, if an adjustment is required because of a two-for-one stock
split, then the share multiplier will be adjusted by the calculation agent by multiplying the
existing share multiplier by a fraction whose numerator is the number of shares of the Underlying
Stock outstanding immediately after the stock split and whose denominator is the number of shares
of the Underlying Stock outstanding immediately prior to the stock split. Consequently, the share
multiplier will be adjusted to double the prior share multiplier, due to the corresponding decrease
in the market price of the Underlying Stock.
The calculation agent will also determine the effective date of that adjustment, and the
replacement of the Underlying Stock, if applicable, in the event of consolidation or merger or
certain other events in respect of the Underlying Stock Issuer. Upon making any such adjustment,
the calculation agent will give notice as soon as practicable to the trustee and the issuing and
paying agent, stating the adjustment to the share multiplier. The calculation agent will not be
required to make any adjustments to the share multiplier after the close of business on the fifth
trading day immediately prior to the maturity date. In no event, however, will an antidilution
adjustment to the share multiplier during the term of the securities be deemed to change the
principal amount per security.
If more than one event requiring adjustment occurs with respect to the Underlying Stock, the
calculation agent will make an adjustment for each event in the order in which the events occur,
and on a cumulative basis. Thus, having made an adjustment for the first event, the calculation
agent will adjust the share multiplier for the second event, applying the required adjustment to
the share multiplier as already adjusted for the first event, and so on for any subsequent events.
For any dilution event described below, other than a consolidation or merger, the calculation
agent will not have to adjust the share multiplier unless the adjustment would result in a change
to the share multiplier then in effect of at least 0.1%. The share multiplier resulting from any
adjustment will be rounded up or down, as appropriate, to the nearest one-hundred thousandth.
If an event requiring an antidilution adjustment occurs, the calculation agent will make the
adjustment with a view to offsetting, to the extent practical, any change in your economic position
relative to your securities that results solely from that event. The calculation agent may, in its
sole discretion, modify the antidilution adjustments as necessary to ensure an equitable result.
The calculation agent will make all determinations with respect to antidilution adjustments,
including any determination as to whether an event requiring adjustment has occurred, as to the
nature of the adjustment required and how it will be made or as to the value of any property
distributed in a reorganization event, and will do so in its sole discretion. In the absence of
manifest error, those determinations will be conclusive for all purposes and will be binding on you
and us, without any liability on the part of the calculation agent. You will not be entitled to any
compensation from us for any loss suffered as a result of any of these determinations by the
calculation agent. The calculation agent will provide information about the adjustments that it
makes upon your written request.
No adjustments will be made for certain other events, such as offerings of common stock by the
Underlying Stock Issuer for cash or in connection with the occurrence of a partial tender or
exchange offer for the Underlying Stock by the Underlying Stock Issuer.
The following events are those that may require an antidilution adjustment of the share
multiplier:
•
a subdivision, consolidation or reclassification of the Underlying Stock or a
distribution or dividend of Underlying Stock to existing holders of the Underlying Stock by
way of bonus, capitalization or similar issue;
P-18
•
a distribution or dividend to existing holders of the Underlying Stock of:
•
shares of the Underlying Stock,
•
other share capital or securities granting the right to payment of dividends and/or
the proceeds of liquidation of the Underlying Stock Issuer equally or proportionately
with such payments to holders of the Underlying Stock, or
•
any other type of securities, rights or warrants in any case for payment (in cash or
otherwise) at less than the prevailing market price as determined by the calculation
agent;
•
the declaration by the Underlying Stock Issuer of an extraordinary or special dividend
or other distribution whether in cash or shares of the Underlying Stock or other assets;
•
a repurchase by the Underlying Stock Issuer of its common stock whether out of profits
or capital and whether the consideration for such repurchase is cash, securities or
otherwise;
•
any other similar event that may have a dilutive or concentrative effect on the market
price of the Underlying Stock; and
•
a consolidation of the Underlying Stock Issuer with another company or merger of the
Underlying Stock Issuer with another company.
Stock Splits and Reverse Stock Splits
A stock split is an increase in the number of a corporation’s outstanding shares of stock
without any change in its stockholders’ equity. Each outstanding share will be worth less as a
result of a stock split.
A reverse stock split is a decrease in the number of a corporation’s outstanding shares of
stock without any change in its stockholders’ equity. Each outstanding share will be worth more as
a result of a reverse stock split.
If the Underlying Stock is subject to a stock split or a reverse stock split, then once the
split has become effective the calculation agent will adjust the share multiplier to equal the
product of the prior share multiplier and the number of shares issued in such stock split or
reverse stock split with respect to one share of the Underlying Stock.
Stock Dividends
In a stock dividend, a corporation issues additional shares of its stock to all holders of its
outstanding stock in proportion to the shares they own. Each outstanding share will be worth less
as a result of a stock dividend.
If the Underlying Stock is subject (1) to a stock dividend payable in shares of the Underlying
Stock that is given ratably to all holders of the Underlying Stock or (2) to a distribution of the
Underlying Stock, then once the dividend has become effective the calculation agent will adjust the
share multiplier on the ex-dividend date to equal the sum of the prior share multiplier plus the
product of:
•
the number of shares issued with respect to one share of the Underlying Stock, and
•
the prior share multiplier.
The ex-dividend date for any dividend or other distribution is the first day on and after
which the Underlying Stock trades without the right to receive that dividend or distribution.
No Adjustments for Other Dividends and Distributions
The share multiplier will not be adjusted to reflect dividends, including cash dividends, or
other distributions paid with respect to the Underlying Stock, other than:
•
stock dividends described above,
•
issuances of transferable rights and warrants as described in “— Transferable Rights
and Warrants” below,
•
distributions that are spin-off events described in “— Reorganization Events” beginning
on page P-21, and
•
extraordinary dividends described below.
P-19
An extraordinary dividend means each of (a) the full amount per share of Underlying Stock of
any cash dividend or special dividend or distribution that is identified by the Underlying Stock
Issuer as an extraordinary or special dividend or distribution, (b) the excess of any cash dividend
or other cash distribution (that is not otherwise identified by the Underlying Stock Issuer as an
extraordinary or special dividend or distribution) distributed per share of Underlying Stock over
the immediately preceding cash dividend or other cash distribution, if any, per share of Underlying
Stock that did not include an extraordinary dividend (as adjusted for any subsequent corporate
event requiring an adjustment as described in this pricing supplement, such as a stock split or
reverse stock split) if such excess portion of the dividend or distribution is more than 5% of the
closing price of Underlying Stock on the trading day preceding the ex-dividend date (that is, the
day on and after which transactions in the Underlying Stock on an organized securities exchange or
trading system no longer carry the right to receive that cash dividend or other cash distribution)
for the payment of such cash dividend or other cash distribution (such closing price, the base
closing price) and (c) the full cash value of any non-cash dividend or distribution per share of
Underlying Stock (excluding marketable securities, as defined below).
If the Underlying Stock is subject to an extraordinary dividend, then once the extraordinary
dividend has become effective the calculation agent will adjust the share multiplier on the
ex-dividend date to equal the product of:
•
the prior share multiplier, and
•
a fraction, the numerator of which is the base closing price of the Underlying Stock on
the trading day preceding the ex-dividend date and the denominator of which is the amount
by which the base closing price of the Underlying Stock on the trading day preceding the
ex-dividend date exceeds the extraordinary dividend.
Notwithstanding anything herein, the initiation by the Underlying Stock Issuer of an ordinary
dividend on the Underlying Stock or any announced increase in the ordinary dividend on the
Underlying Stock will not constitute an extraordinary dividend requiring an adjustment.
To the extent an extraordinary dividend is not paid in cash, the value of the non-cash
component will be determined by the calculation agent, in its sole discretion. A distribution on
the Underlying Stock that is a dividend payable in shares of Underlying Stock, an issuance of
rights or warrants or a spin-off event and also an extraordinary dividend will result in an
adjustment to the number of shares of Underlying Stock only as described in “— Stock Dividends”
above, “— Transferable Rights and Warrants” below or “— Reorganization Events” below, as the case
may be, and not as described here.
Transferable Rights and Warrants
If the Underlying Stock Issuer issues transferable rights or warrants to all holders of the
Underlying Stock to subscribe for or purchase the Underlying Stock at an exercise price per share
that is less than the closing price of the Underlying Stock on the trading day before the
ex-dividend date for the issuance, then the share multiplier will be adjusted to equal the product
of:
•
the prior share multiplier, and
•
a fraction, (1) the numerator of which will be the number of shares of the Underlying
Stock outstanding at the close of trading on the trading day before the ex-dividend date
(as adjusted for any subsequent event requiring an adjustment hereunder) plus the number of
additional shares of the Underlying Stock offered for subscription or purchase pursuant to
the rights or warrants and (2) the denominator of which will be the number of shares of the
Underlying Stock outstanding at the close of trading on the trading day before the
ex-dividend date (as adjusted for any subsequent event requiring an adjustment hereunder)
plus the number of additional shares of the Underlying Stock (referred to herein as the
additional shares) that the aggregate offering price of the total number of shares of the
Underlying Stock so offered for subscription or purchase pursuant to the rights or warrants
would purchase at the closing price on the trading day before the ex-dividend date for the
issuance.
The number of additional shares will be equal to:
•
the product of (1) the total number of additional shares of the Underlying Stock offered
for subscription or purchase pursuant to the rights or warrants and (2) the exercise price
of the rights or warrants, divided by
•
the closing price of the Underlying Stock on the trading day before the ex-dividend date
for the issuance.
P-20
If the number of shares of the Underlying Stock actually delivered in respect of the rights or
warrants differs from the number of shares of the Underlying Stock offered in respect of the rights
or warrants, then the share multiplier will promptly be readjusted to the share multiplier that
would have been in effect had the adjustment been made on the basis of the number of shares of the
Underlying Stock actually delivered in respect of the rights or warrants.
Reorganization Events
Each of the following is a reorganization event:
•
the Underlying Stock is reclassified or changed,
•
the Underlying Stock Issuer has been subject to a merger, consolidation or other
combination and either is not the surviving entity or is the surviving entity but all
outstanding shares of Underlying Stock are exchanged for or converted into other property,
•
a statutory share exchange involving outstanding shares of Underlying Stock and the
securities of another entity occurs, other than as part of an event described above,
•
the Underlying Stock Issuer sells or otherwise transfers its property and assets as an
entirety or substantially as an entirety to another entity,
•
the Underlying Stock Issuer effects a spin-off, other than as part of an event described
above (in a spin-off, a corporation issues to all holders of its common stock equity
securities of another issuer), or
•
the Underlying Stock Issuer is liquidated, dissolved or wound up or is subject to a
proceeding under any applicable bankruptcy, insolvency or other similar law, or another
entity completes a tender or exchange offer, or a going-private transaction is consummated,
for all the outstanding shares of Underlying Stock.
Adjustments for Reorganization Events
If a reorganization event occurs, then the calculation agent will adjust the share multiplier
to reflect the amount and type of property or properties — whether cash, securities, other
property or a combination thereof — that a prior holder of the number of shares of the Underlying
Stock represented by its investment in the securities would have been entitled to in relation to an
amount of shares of the Underlying Stock equal to what a holder of shares of the Underlying Stock
would hold after the reorganization event has occurred. We refer to this new property as the
distribution property.
For the purpose of making an adjustment required by a reorganization event, the calculation
agent, in its sole discretion, will determine the value of each type of the distribution property.
For any distribution property consisting of a security, the calculation agent will use the closing
price of the security on the relevant trading day. The calculation agent may value other types of
property in any manner it determines, in its sole discretion, to be appropriate. If a holder of
shares of the Underlying Stock may elect to receive different types or combinations of types of
distribution property in the reorganization event, the distribution property will consist of the
types and amounts of each type distributed to a holder of shares of the Underlying Stock that makes
no election, as determined by the calculation agent in its sole discretion.
If any reorganization event occurs, in each case as a result of which the holders of the
Underlying Stock receive any equity security listed on a national securities exchange which we
refer to as a marketable security, other securities or other property, assets or cash, which we
collectively refer to as exchange property, the amount payable upon exchange at maturity with
respect to the principal amount of each security following the effective date for such
reorganization event (or, if applicable, in the case of spinoff stock, the ex-dividend date for the
distribution of such spinoff stock) and any required adjustment to the share multiplier will be
determined in accordance with the following and, for purposes of certain calculations and
determinations in respect of the securities, such as the determination whether a knock-in event has
occurred, the term Underlying Stock in this pricing supplement will be deemed to mean:
(a)
if the Underlying Stock continues to be outstanding:
(1)
the Underlying Stock (if applicable, as reclassified upon the issuance
of any tracking stock) at the share multiplier in effect on the valuation date
(taking into account any adjustments for any distributions described under
paragraph (a)(3) below); and
P-21
(2)
for each marketable security received in such reorganization event,
which we refer to as a new stock, including the issuance of any tracking stock or
spinoff stock or the receipt of any stock received in exchange for the Underlying
Stock, the product of (i) the number of shares of the new stock received with
respect to one share of the Underlying Stock, (ii) the share multiplier for the
Underlying Stock on the trading day immediately prior to the effective date of the
reorganization event, and (iii) the gross-up multiplier (as determined under
paragraph (a)(3) below), if applicable (such product the new stock share
multiplier), as adjusted to the valuation date; and
(3)
for any cash and any other property or securities other than marketable
securities received in such reorganization event (including equity securities
listed on a non-U.S. securities exchange), which we refer to as non-stock exchange
property, a number of shares of the Underlying Stock, determined by the calculation
agent at the close of trading on the trading day immediately prior to the effective
date of such reorganization event, with an aggregate value equal to the share
multiplier in effect for the Underlying Stock on such trading day multiplied by a
fraction, the numerator of which is the value of the non-stock exchange property
per share of the Underlying Stock on such trading day and the denominator of which
is the amount by which the closing price of the Underlying Stock exceeds the value
of the non-stock exchange property on such trading day (the result of such fraction
the “gross-up multiplier”); and the number of such shares of the Underlying Stock
determined in accordance with this clause will be added at the time of such
adjustment to the share multiplier calculated under (1) above,
(b)
if the Underlying Stock is surrendered for exchange property:
(1)
that includes new stock (as defined above):
(i) the number of shares of the new stock received with respect to one share of the
Underlying Stock multiplied by the share multiplier for the Underlying Stock on the
trading day immediately prior to the effective date of the reorganization event (the
new stock share multiplier), as adjusted to the valuation date; and
(ii) for any non-stock exchange property (as defined above), a number of shares of
the new stock determined by the calculation agent on the trading day immediately
prior to the effective date of such reorganization event with an aggregate value
equal to (x) the new stock share multiplier as calculated under (i) above (without
taking into account the additional shares in this provision) multiplied by (y) a
fraction, the numerator of which is the value on such trading day of the non-stock
exchange property received per share of the Underlying Stock and the denominator of
which is the amount by which the closing price of the Underlying Stock exceeds the
value on such trading day of the non-stock exchange property received per share of
the Underlying Stock, or
(2)
that consists exclusively of non-stock exchange property:
(i) if the surviving entity has marketable securities outstanding following the
reorganization event and either (A) such marketable securities were in existence
prior to such reorganization event or (B) such marketable securities were exchanged
for previously outstanding marketable securities of the surviving entity or its
predecessor (predecessor stock) in connection with such reorganization event (in
either case of (A) or (B), the new stock), a number of shares of the new stock
determined by the calculation agent on the trading day immediately prior to the
effective date of such reorganization event equal to the share multiplier in effect
for the Underlying Stock on the trading day immediately prior to the effective date
of such reorganization event multiplied by a fraction, the numerator of which is the
value of the non-stock exchange property per share of the Underlying Stock on such
trading day and the denominator of which is the closing price of the new stock (or,
in the case of predecessor stock, the closing price of the predecessor stock
multiplied by the number of shares of the new stock received with respect to one
share of the predecessor stock) or
(ii) if the surviving entity does not have marketable securities outstanding, or if
there is no surviving entity (in each case, a replacement stock event), the
replacement stock (selected as defined below) with a value on the effective date of
such reorganization event equal to the value of
P-22
the non-stock exchange property multiplied by the share multiplier in effect for the
Underlying Stock on the trading day immediately prior to the effective date of such
reorganization event.
If a reorganization event occurs with respect to the shares of the Underlying Stock and the
calculation agent adjusts the share multiplier to reflect the distribution property in the event as
described above, the calculation agent will make further antidilution adjustments for any later
events that affect the distribution property, or any component of the distribution property,
comprising the new share multiplier. The calculation agent will do so to the same extent that it
would make adjustments if the shares of the Underlying Stock were outstanding and were affected by
the same kinds of events. If a subsequent reorganization event affects only a particular component
of the number of shares of the Underlying Stock, the required adjustment will be made with respect
to that component as if it alone were the number of shares of the Underlying Stock.
For example, if the Underlying Stock Issuer merges into another company and each share of the
Underlying Stock is converted into the right to receive two common shares of the surviving company
and a specified amount of cash, the shares of the Underlying Stock will be adjusted to reflect two
common shares of the surviving company and the specified amount of cash. The calculation agent will
adjust the share multiplier to reflect any later stock split or other event, including any later
reorganization event, that affects the common shares of the surviving company, to the extent
described in this section entitled “— Antidilution Adjustments”, as if the common shares were
shares of the Underlying Stock. In that event, the cash component will not be adjusted but will
continue to be a component of the number of shares of the Underlying Stock (with no interest
adjustment).
For purposes of adjustments for reorganization events, in the case of a consummated tender or
exchange offer or going-private transaction involving exchange property of a particular type,
exchange property will be deemed to include the amount of cash or other property paid by the
offeror in the tender or exchange offer with respect to such exchange property (in an amount
determined on the basis of the rate of exchange in such tender or exchange offer or going-private
transaction). In the event of a tender or exchange offer or a going-private transaction with
respect to exchange property in which an offeree may elect to receive cash or other property,
exchange property will be deemed to include the kind and amount of cash and other property received
by offerees who elect to receive cash.
Replacement Stock Events
Following the occurrence of a replacement stock event described in paragraph (b)(2)(ii) above,
the maturity payment amount for each security will be determined by reference to a replacement
stock at the basket stock share multiplier then in effect for such replacement stock as determined
in accordance with the following paragraph.
The replacement stock will be the stock having the closest “option period volatility” to the
Underlying Stock among the stocks that then comprise the applicable replacement stock selection
index (or, if publication of such index is discontinued, any successor or substitute index selected
by the calculation agent in its sole discretion) with the same primary Standard Industrial
Classification Code (SIC code) as the Underlying Stock Issuer (or, if no SIC Code has been assigned
to the Underlying Stock Issuer, the applicable SIC Code pertaining to companies in the same
industry as the Underlying Stock Issuer at the time of the relevant replacement stock event);
provided, however, that a replacement stock will not include any stock that is subject to a trading
restriction under the trading restriction policies of Eksportfinans, our hedging counterparties or
any of their affiliates that would materially limit the ability of Eksportfinans, our hedging
counterparties or any of their affiliates to hedge the securities with respect to such stock. In
the event that the replacement stock cannot be identified from the S&P 500 Index by primary SIC
code for which there is no trading restriction, the replacement stock will be selected by the
calculation agent from the stocks within the same Division and Major Group classification (as
defined by the Office of Management and Budget) as the primary SIC code for the Underlying Stock
Issuer. Each replacement stock will be assigned a replacement stock multiplier equal to the number
of shares of such replacement stock with a closing price on the effective date of such
reorganization event equal to the product of (a) the value of the non-stock exchange property and
(b) the share multiplier in effect for the Underlying Stock on the trading day immediately prior to
the effective date of such reorganization event.
The option period volatility means, in respect of any trading day, the volatility (calculated
by referring to the closing price of the Underlying Stock on the relevant exchange) for a period
equal to the 125 trading days immediately preceding the announcement date of the reorganization
event, as determined by the calculation agent.
The replacement stock selection index means the S&P 500 Index, unless otherwise specified in
the applicable terms supplement.
P-23
Calculation agent
We have initially appointed Wachovia Capital Markets, LLC as calculation agent. Unless there
is manifest error, these determinations by the calculation agent shall be final and binding on us
and the holders of the securities.
THE UNDERLYING STOCK
The Underlying Stock Issuer
Provided below is a brief description of the Underlying Stock Issuer obtained from publicly
available information published by the Underlying Stock Issuer.
JPMorgan Chase & Co. is a financial holding company. Its principal bank subsidiaries are
JPMorgan Chase Bank, National Association, a national banking association with branches in 17
states, and Chase Bank USA, National Association, a national bank that is JPMorgan Chase & Co.’s
credit card issuing bank. JPMorgan Chase & Co.’s activities are organized into six business
segments (Investment Bank, Retail Financial Services, Card Services, Commercial Banking, Treasury &
Securities Services and Asset Management) and Corporate, which includes its Private Equity and
Treasury businesses, as well as corporate support functions.
Information about the Underlying Stock may also be obtained from other sources such as press
releases, newspaper articles and other publicly disseminated documents, as well as from the
Underlying Stock Issuer’s website. We do not make any representation or warranty as to the accuracy
or completeness of any materials referred to above, including any filings made by the Underlying
Stock Issuer with the SEC.
The Underlying Stock is registered under the Exchange Act. Companies with securities
registered under the Exchange Act are required to file periodically financial and other information
specified by the SEC. Information filed with the SEC can be inspected and copied at the Public
Reference Section of the SEC, Room 1580, 100 F Street, N.E., Washington, D.C. 20549. Copies of this
material can also be obtained from the Public Reference Section, at prescribed rates. In addition,
information filed by the Underlying Stock Issuer with the SEC electronically can be reviewed
through a website maintained by the SEC. The address of the SEC’s website is http://www.sec.gov.
Information filed with the SEC by the Underlying Stock Issuer under the Exchange Act can be located
by reference to SEC file number 001-05805.
This pricing supplement relates only to the securities and does not relate to the Underlying
Stock. We have derived the information about the Underlying Stock Issuer in this pricing supplement
from publicly available documents, without independent verification. We have not participated in
the preparation of any of the documents or made any “due diligence” investigation or any inquiry of
the Underlying Stock Issuer in connection with the offering of the securities. Neither we nor any
of our affiliates assumes any responsibility for the adequacy or accuracy of the information about
the Underlying Stock Issuer contained in this pricing supplement. Furthermore, we do not know
whether the Underlying Stock Issuer have disclosed all events occurring before the date of this
pricing supplement — including events that could affect the accuracy or completeness of the
publicly available documents referred to above, the initial stock price, the market prices of the
Underlying Stock, the occurrence of a knock-in event and, therefore, whether you receive shares
(and the value of those shares) of the Underlying Stock upon the maturity of the securities. You,
as an investor in the securities, should make your own investigation of the Underlying Stock
Issuer.
Historical Data
The Underlying Stock is listed on the New York Stock Exchange (NYSE) under the symbol “JPM”.
The following table sets forth the high intra-day, low intra-day and quarter-end closing prices for
the Underlying Stock at the end of each quarter from January 1, 2004, through June 30, 2008 and the
period from July 1, 2008 to August 28, 2008. On August 28, 2008, the closing price for the
Underlying Stock was $38.88. The closing prices listed below were obtained from Bloomberg Financial
Markets without independent verification. The historical closing prices of the Underlying Stock
should not be taken as an indication of future performance, and no assurance can be given that the
price of the Underlying Stock will not decrease such that you would receive less than the principal
amount of your securities at maturity.
P-24
Quarterly High Intra-Day, Low Intra-Day and Quarter-End Closing Price of the Underlying Stock
High Intra-Day
Low Intra-Day
Quarter-End
Quarter-Start
Quarter-End
Price of
Price of the Underlying
Closing Price of
Date
Date
the Underlying Stock
Stock
the Underlying Stock
01/01/2004
03/31/2004
43.84
36.30
41.95
04/01/2004
06/30/2004
42.57
34.62
38.77
07/01/2004
09/30/2004
40.25
35.50
39.73
10/01/2004
12/31/2004
40.45
36.32
39.01
01/01/2005
03/31/2005
39.69
34.32
34.60
04/01/2005
06/30/2005
36.50
33.35
35.32
07/01/2005
09/30/2005
35.95
33.31
33.93
10/01/2005
12/31/2005
40.56
32.92
39.69
01/01/2006
03/31/2006
42.43
37.88
41.64
04/01/2006
06/30/2006
46.80
39.33
42.00
07/01/2006
09/30/2006
47.49
40.40
46.96
10/01/2006
12/31/2006
49.00
45.51
48.30
01/01/2007
03/31/2007
51.95
45.91
48.38
04/01/2007
06/30/2007
53.25
47.70
48.45
07/01/2007
09/30/2007
50.48
42.16
45.82
10/01/2007
12/31/2007
48.02
40.15
43.65
01/01/2008
03/31/2008
49.29
36.01
42.95
04/01/2008
06/30/2008
49.95
33.96
34.31
07/01/2008
08/28/2008
43.00
29.24
38.88
P-25
TAXATION IN THE UNITED STATES
The following discussion supplements and should be read together with the discussion in the
prospectus supplement and the prospectus under “Taxation in the United States” and is subject to
the limitations and exceptions set forth therein. The following discussion represents the opinion
of Allen & Overy LLP and does not address all U.S. Federal income tax matters that may be relevant
to a particular prospective holder. Prospective holders should consult their own tax advisers as to
the consequences of acquiring, holding and disposing of securities under the tax laws of the
country of which they are resident for tax purposes as well of under the laws of any state, local
or foreign jurisdiction.
Taxation of Securities. There is currently no statutory, judicial or administrative authority
that directly addresses the U.S. tax treatment of holders of the securities or similar instruments
and the characterization of the securities for U.S. Federal income tax purposes is not certain. No
ruling is being requested from the IRS with respect to the securities and, accordingly, no
assurance can be given that the IRS will agree with, and a court will ultimately uphold, the
conclusions expressed herein. We intend to take the position that the securities will be treated
for U.S. Federal income tax purposes as income-bearing financial contracts under which you will be
required to include the income payable on the securities in gross income as ordinary income under
your regular method of accounting and, by purchasing a security, you will be deemed to have agreed
to that treatment. The remainder of this discussion assumes that the securities will be so treated.
Sale, Exchange, Redemption or Other Disposition of the Securities. Generally, your initial tax
basis in the securities will be the price at which you purchased the securities. Upon the sale,
exchange, redemption or other taxable disposition of the securities, you will generally recognize
gain or loss equal to the difference between the proceeds received upon disposition (other than
amounts attributable to accrued but unpaid income on the securities, which will be taxable as
ordinary income as described above) and your adjusted tax basis in the securities. The gain or loss
generally will be capital gain or loss. The deductibility of capital losses is subject to
limitations.
Possible Alternative Treatment. Notwithstanding our mutual contractual obligation to treat the
securities in accordance with the above characterization, there is currently no statutory, judicial
or administrative authority that directly addresses the proper treatment of the securities for U.S.
Federal income tax purposes. Accordingly, no assurance can be given that the IRS will agree with,
or that a court will uphold, the characterization and treatment of the securities described above.
If the IRS successfully asserts an alternative characterization of the securities, the timing and
the character of any income with respect to the securities may differ from that described above.
For example, it is possible that the IRS might assert that the securities should be treated as a
single debt instrument, in which case the securities would be subject to the rule concerning
short-term debt securities as described in the accompanying prospectus under “Taxation in the
United States”. Accordingly, prospective investors are urged to consult their own tax advisors
regarding the U.S. federal income tax consequences of an investment in the securities.
Possible New Administrative Guidance and/or Legislation. On December 7, 2007, the IRS
released a notice stating that it and Treasury are actively considering the proper federal income
tax treatment of an instrument such as the securities, including whether gain or loss should be
ordinary or capital, and they are seeking comments on the subject. It is not possible to determine
what guidance they will ultimately issue, if any and whether any such guidance would be applied on
a retroactive basis. Treasury regulations or other forms of guidance, if any, issued after
consideration of these issues could materially and adversely affect the tax consequences of your
investment, possibly retroactively.
Since you will receive coupon payments on the securities on a current basis and by acquiring
the securities you agree to treat the income payable on the securities as ordinary income for U.S.
Federal income tax purposes in accordance with your regular method of accounting, if any
regulations are ultimately adopted pursuant to the Notice with respect to pre-paid forward
contracts and similar instruments, it is unclear whether such regulations would apply to the
securities and, if so, whether such regulations would otherwise alter the tax treatment of the
securities (e.g., requiring accrual of some other amount as ordinary income and/or requiring any
gain or loss to be characterized as ordinary rather than capital).
The IRS and Treasury are also considering other relevant issues, including whether foreign
holders of such instruments should be subject to withholding tax on any deemed income accruals, and
whether the special “constructive ownership rules” of Section 1260 of the Internal Revenue Code
might be applied to such instruments.
P-26
Holders are urged to consult their tax advisors concerning the significance, and the potential
impact, of the above considerations. Except to the extent otherwise provided by law, we intend to
treat the securities for U.S. federal income tax purposes in accordance with the treatment set
forth in this section unless and until such time as the Treasury and IRS issue guidance providing
that some other treatment is more appropriate.
In addition, one member of the House of Representatives recently introduced a bill that, if
enacted, would require holders of securities purchased after the bill is enacted to accrue interest
income over the term of the securities despite the fact that there will be no interest payments
over the term of the securities. It is not possible to predict whether this bill or a similar bill
will be enacted in the future and whether any such bill would affect the tax treatment of your
securities.
Prospective purchasers of the securities should review the “Taxation in the United States”
section in the prospectus supplement and the prospectus for a further discussion of the U.S.
Federal income tax considerations and consult their tax advisers as to the consequences of
acquiring, holding and disposing of the securities under the tax laws of the country of which they
are resident for tax purposes as well as under the laws of any state, local or foreign
jurisdiction.
USE OF PROCEEDS AND HEDGING
The net proceeds from the sale of the securities will be used as described under “Use of
Proceeds” in the accompanying prospectus and to hedge market risks of Eksportfinans associated with
its obligation to pay the redemption amount at the maturity of the securities.
The hedging activity discussed above may adversely affect the market value of the securities
from time to time and the redemption amount you will receive on the securities at maturity. See
“Risk Factors — Hedging transactions may affect the return on the securities” and “Risk Factors —
Potential conflicts of interest could arise” for a discussion of these adverse effects.
P-27
SUPPLEMENTAL PLAN OF DISTRIBUTION
The securities are being purchased by Wachovia Capital Markets, LLC (the agent) as principal,
pursuant to a terms agreement dated as of August 28, 2008 between the agent and us. The agent has
agreed to pay our out-of-pocket expenses of the issue of the securities.
From time to time, the agent and its affiliates have engaged, and in the future may engage, in
transactions with and performance of services for us for which they have been, and may be, paid
customary fees. In particular, an affiliate of the agent is our swap counterparty for a hedge of
our obligation under the securities.
In the future, the agent and its affiliates may repurchase and resell the offered securities
in market-making transactions, with resales being made at prices related to prevailing market
prices at the time of resale or at negotiated prices.
The agent named below has committed to purchase all of those securities if any are purchased.
Under certain circumstances, the commitments of non-defaulting underwriters may be increased.
Underwriter
Aggregate principal amount
Wachovia Capital Markets, LLC
$
7,571,000.00
Total
$
7,571,000.00
The agent named above proposes to offer the securities in part directly to the public at the
maximum public offering price set forth on the cover page of this pricing supplement and in part to
Wachovia Securities, LLC, Wachovia Securities Financial Network, LLC or certain securities dealers
at such prices less a selling concession not to exceed $12.50 per security.
Proceeds to be received by Eksportfinans in this offering will be net of the underwriting
discount, commission and expenses payable by Eksportfinans.
After the securities are released for sale in the public, the offering prices and other
selling terms may from time to time be varied by the agent.
The securities are new issues of securities with no established trading markets. We have been
advised by the agent that the agent intends to make a market in the securities but is not obligated
to do so and may discontinue market making at any time without notice. No assurance can be given as
to the liquidity of the trading market for the securities.
Settlement for the securities will be made in immediately available funds. The securities will
be in the Same Day Funds Settlement System at DTC and, to the extent the secondary market trading
in the securities is effected through the facilities of such depositary, such trades will be
settled in immediately available funds.
Eksportfinans has agreed to indemnify the agent against certain liabilities, including
liabilities under the Securities Act of 1933.
This pricing supplement and the attached prospectus and prospectus supplement may be used by
Wachovia Capital Markets, LLC or an affiliate of Wachovia Capital Markets, LLC, in connection with
offers and sales related to market-making or other transactions in the securities. Wachovia Capital
Markets, LLC or an affiliate of Wachovia Capital Markets, LLC, may act as principal or agent in
such transactions. Such sales will be made at prices related to prevailing market prices at the
time of sale or otherwise.
From time to time the agent engages in transactions with Eksportfinans in the ordinary course
of business. The agent has performed investment banking services for Eksportfinans in the last two
years and has received fees for these services.
Wachovia Capital Markets, LLC, as agent, may engage in over-allotment, stabilizing
transactions, syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934. Over-allotment involves syndicate sales in excess of the
offering size, which creates a syndicate short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
Syndicate covering transactions involve purchases of the securities in the open market after the
distribution has been completed in order to cover syndicate short positions. Penalty bids permit
reclaiming a selling concession from a syndicate member when the securities originally sold by such
syndicate member are purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and penalty bids may
cause the price of the securities to be higher than it would otherwise be in the absence of such
transactions.
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No action has been or will be taken by Eksportfinans, the agent or any broker-dealer
affiliates of either Eksportfinans or the agent that would permit a public offering of the
securities or possession or distribution of this pricing supplement or the accompanying prospectus
in any jurisdiction, other than the United States, where action for that purpose is required. No
offers, sales or deliveries of the securities, or distribution of this pricing supplement or the
accompanying prospectus supplement and prospectus, may be made in or from any jurisdiction except
in circumstances which will result in compliance with any applicable laws and regulations and will
not impose any obligations on Eksportfinans, the underwriters or any broker-dealer affiliates of
either Eksportfinans or the agent. In respect of specific jurisdictions, please note the following:
The securities, and the offer to sell such securities, do not constitute a public offering in
Argentina. Consequently, no public offering approval has been requested or granted by the Comisión
Nacional de Valores, nor has any listing authorization of the securities been requested on any
stock market in Argentina.
The securities will not be offered or sold to any persons who are residents of the Bahamas
within the meaning of the Exchange Control Regulations of 1956 issued by the Central Bank of the
Bahamas.
The securities may not be offered or sold to the public in Brazil. Accordingly, the securities
have not been submitted to the Comissão de Valores Mobiliários for approval. Documents relating to
this offering may not be supplied to the public as a public offering in Brazil or be used in
connection with any offer for subscription or sale to the public in Brazil.
Neither the securities nor Eksportfinans are registered in the Securities Registry of the
Superintendency of Securities and Insurance in Chile.
The securities have not been registered with the National Registry of Securities maintained by
the Mexican National Banking and Securities Commission and may not be offered or sold publicly in
Mexico. This pricing supplement and the accompanying prospectus supplement and prospectus may not
be publicly distributed in Mexico.
P-29
Dates Referenced Herein and Documents Incorporated by Reference