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Important disclosures and certifications are contained from page 9 of this report www.danskeresearch.com
Investment Research
Headlines
Market sentiment is gradually improving.
The ECB announced the results of its comprehensive review of European banks.
The Fed ended QE3.
Sweden’s Riksbank added to the group of central banks with a zero rate.
Market commentary
Following a shaky market in mid-October with volatile movements in rates, FX and
stocks, the past two weeks have been relatively calm. In tandem with improved market
sentiment, secondary as well as primary market activity has slowly picked up pace
following the mid-October hiccup. Credit spreads have more or less moved sideways
compared with the previous week, with a slight tightening tendency.
The week kicked off with the announcement of the results of the EBA stress tests on
European banks. From a Nordic perspective, the results were positive, as they confirmed the
robustness of the Nordic banks. As expected, the Nordic banks came out strong compared
with the European average and were 7.4pp above the threshold of 5.5%, compared with the
European average of 5.3pp. Among the Nordic banks, only the Danish banks were
requested to implement the results of the AQR in their earnings, although most of this has
already been included. More details on the stress tests can be found in the analysis Nordic
Robustness: Nordic banks pass the EBA stress test with flying colours, 26 October.
Reporting season is in full swing and we note a mixed picture among corporates, while
the Nordic banks have presented positive reports overall. In the corporate sphere,
Vattenfall‘s Q3 report stood out as the company is taking on a sizable impairment loss
totalling SEK23bn, related mainly to non-Nordic operations.
In a rather quiet primary corporate market, Nestlé was able to come out with its first euro
issue in over a year on Wednesday. The Swiss-based Aa2/AA-rated food conglomerate
issued EUR500m at ms +20bp, a seven-year tenor. Among Nordic issuers, we note that the
Swedish truck producer Scania issued SEK2.5bn two-year bonds at the spread ms +20bp.
Table 1. Selected issues
Name Rating Coupon Ccy Tenor Size Spread*
Scania A-/-/- 0.63% SEK 2Y 2500 MS + 20 Nestlé AA/Aa2/AA+ 0.75% EUR 7Y 500 MS + 13
Note: Size in million, ratings are senior unsecured ratings from S&P/Moody’s/Fitch
Source: Danske Bank Markets, Bloomberg
31 October 2014
Analyst Wiveca Swarting +46 568 80617 [email protected]
Contents
Market commentary ................................................. 1
Selected charts ............................................................ 3
Recently published research ............................... 5
Official and shadow ratings .................................. 8
Weekly Credit Update
iTraxx Europe (investment grade)
Source: Bloomberg, Danske Bank Markets
iTraxx Crossover (high yield)
Source: Bloomberg, Danske Bank Markets
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Weekly Credit Update
In line with market expectations, Wednesday marked the end of the Federal Reserve’s
QE3 programme. However, the statement was overall more hawkish than expected,
pointing to signs of improvement in the labour market. Previous statements
communicating a ‘significant underutilisation’ in the labour market have now been
replaced with a more positive view of the labour market, saying that the ‘underutilisation
of labour resources is gradually diminishing’. Moreover, comments on inflation were not
as soft as expected and the Fed noted that the likelihood of inflation closing up to the goal
of 2% has increased. Further, the Fed reiterated its forecast of low rates for a
‘considerable time’
Adding to the group of central banks with a zero rate policy regime, the Swedish
Riksbank cut the repo rate from 0.25% to 0.00%. Moreover, the Riksbank postponed the
first rate hike to mid-2016, projecting inflation would be at 1.96% at that time. Unless the
zero rate has the desired effect, a clearer forward guidance and a delay in rate hikes are
likely tools that can be used in order to cope with continued low inflationary expectations.
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Weekly Credit Update
Selected charts
iTraxx (Europe) vs CDX (US) Investment grade corporate yields
Source: Bloomberg, Danske Bank Markets Source: Bloomberg, Danske Bank Markets
Nordic corporates vs iTraxx Nordic banks 5Y CDS spreads
Source: Bloomberg, Danske Bank Markets Source: Bloomberg, Danske Bank Markets
Corporate BBB bond yield vs EuroSTOXX dividend yield 3M Libor OIS spreads
Source: Bloomberg, Danske Bank Markets Source: Bloomberg, Danske Bank Markets
Financials spread vs non-financials (Industrials), A-rated
Source: Bloomberg, Danske Bank Markets
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Weekly Credit Update
Europe fund flows Sweden fund flows Norway fund flows
Source: Macrobond Financial Source: Macrobond Financial Source: Macrobond Financial
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Weekly Credit Update
Recently published research
Volvo Q3 14 – HOLD
Volvo’s Q3 14 results beat market expectations. Sales improved by around 4% y/y,
driven by strong demand in North America and favourable currency headwinds. The
operating margin rose by 0.4pp y/y (excluding restructuring costs) and the LTM EBIT
margin of 4.8% was almost in line with the 5% that the rating agencies require from
Volvo on a sustained basis. Leverage was down as a result of stronger LTM EBITDA and
slightly lower debt. Despite positive tailwinds from cost savings, we maintain our Hold
recommendation due to the tight valuation.
OP-Pohjola Group Q3 14 – SELL
OP-Pohjola Group delivered strong Q3 results driven by good performance in both non-
life and banking. Capitalisation has taken a hit following the full takeover of Pohjola
Bank but rebuilding has begun towards the targeted 18% CET1 by the end of 2016. In our
view, the outstanding bonds are still trading too tight compared with peers, also taking
into account the current high uncertainty about the Finnish macro economy. We maintain
our SELL recommendation.
Swedish Match Q3 14 – BUY
Swedish Match reported a solid Q3 14 with EBITDA up 8% y/y. We note that the Snus
and Moist snuff segment demonstrates a high level of margin resilience, which in our
view supports the credit outlook for Swedish Match. Credit metrics were stable y/y and as
the negative profit impact of fierce price competition in Sweden abates, we find it more
likely that Swedish Match will increase its share buyback programme. However, a
combination of fading margin pressure and attractive valuation prompts us to upgrade our
recommendation from HOLD to BUY.
Nordic Robustness. Nordic banks pass the EBA stress test with flying colours
The long-awaited results from the European AQR and stress test were received.
Positively, the exercise confirmed the robustness of the Nordic banks, which we believe
was widely expected by the market.
Hoist Finance Q3 14
On Friday 24 October, Hoist Finance reported Q3 earnings, rising in line with
expectations, as it ramps up collections on recently acquired portfolios. Metrics also
improved, as acquisition activity decreased somewhat. Overall, the report supports our
‘BB-’ rating on Hoist, with senior unsecured bonds one notch lower at ‘B+’, and we keep
our stable outlook.
NCC Q3 14
NCC presented a mixed set of results for the third quarter. Sales increased y/y, slightly
above market expectations, driven by a good performance in Construction Denmark and
earlier sales in Sweden. Order intake exceeded the level in Q3 13 but was below market
expectations. Net debt to LTM EBITDA was 2.5x compared with 2.4x in Q2 14.
Management stated that NCC will enter 2015 with a higher level of indebtedness than in
the preceding year due to fewer property projects to complete in Q4. Furthermore, net
investments will be minor in the coming year. We maintain our view of NCC as a ‘BBB-’
with a credit stable outlook.
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Weekly Credit Update
Sandvik Q3 14 – HOLD
Sandvik reported Q3 14 results that were slightly ahead of market expectations on sales
and earnings. Overall bookings fell 2% y/y as higher order intake in the Materials
Technology, Machining Solutions and Venture divisions could not fully offset a decline
in Mining. Leverage declined on the back of strong cash flow from operations and
metrics are commensurate with the current ‘BBB’ rating, in our view. We maintain our
HOLD recommendation on the name.
Hemsö Q3 14
Hemsö presented a mixed report for the third quarter. On the one side, rental income and
profitability proved strong once again. On the other, due to rapid growth, leverage has
gradually increased over the past few quarters. Although the company benefits from a
strong business profile with limited sensitivity to business cycle fluctuations, the financial
profile has weakened over the past few quarters. The loan-to-value ratio is currently 69%,
which we consider high for our ‘BBB+’ rating on the company. In order for Hemsö to
remain at the current credit rating, we expect a deleveraging trend in the coming few
quarters, approaching a loan-to-value ratio of 65%. For the time being, we affirm our view
of Hemsö as a ‘BBB+’ credit, including a one-notch uplift for implicit ownership support.
Statoil Q3 14 – SELL
Statoil’s Q3 results were affected by weakening fossil prices. Group entitlement production
also fell, due to lower North Sea production and divestments. Clean EBITDA fell 22% y/y
despite Statoil’s efforts to curb costs. On top of this, Statoil took NOK14bn in impairments,
taking the result slightly below market expectations. Encouragingly, and despite the weaker
production, Statoil maintains its full-year production outlook. Due to somewhat weaker cash
flow and the quarterly dividend, Statoil’s adjusted net debt rose 2% taking adjusted LTM
FFO to net debt to 59.7%, from 60.4%, which is just below S&P’s long-term requirement
for the current ‘AA-’ rating requirement. However, we do not expect negative rating action
in the short term. We maintain our SELL recommendation.
SCA Q3 14 – BUY
SCA reported solid third-quarter figures boosted by the acquisition of Vinda and organic
growth. Clean operating profit rose c.20% y/y as a result of a better price/mix, higher
volumes and M&A, offset somewhat by higher raw material costs. Credit metrics
improved on a better LTM earnings performance and the SCA balance sheet is, in our
view, commensurate with the current ‘A-’ rating from S&P. We are beginning to see a
relatively attractive valuation and we consider large-scale M&A risk to be relatively low
over the coming three months. We maintain our BUY recommendation on the name.
SpareBank 1 Nord-Norge
This was another good report from SpareBank 1 Nord-Norge (NONG), which benefited
from the still solid operating environment in Norway. Exposure to Russia seems
manageable and, so far, the falling oil price has not had any impact on asset quality. NONG
has no outstanding euro benchmark issues and we maintain our HOLD recommendation.
Jyske Bank Q3 14 – BUY
Adjusted for the large one-off gains in the previous quarter, Jyske Bank reported a positive
set of figures for Q3 driven by good NII growth and falling loan losses. Capitalisation has
improved to a CET1 of 15.7%. We maintain our BUY recommendation.
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Weekly Credit Update
SSAB Q3 14
SSAB posted strong Q3 14 results that were significantly above market expectations.
Operating profit improved by SEK1.1bn driven by higher prices and volumes as well as
M&A and positive currency effects. In the US, demand was especially strong and
SSAB’s steel works were running at full capacity. SSAB has taken on a large amount of
debt in connection with the Rautaruukki merger but the increase in LTM earnings has
more than offset this and SSAB’s credit metrics are on an improving trend, which we
expect to continue.
SpareBank 1 SR-Bank Q3 14 – HOLD
The Q3 figures showed little impact from the worsening macro economy, resulting in yet
another strong result for SPAROG. We are increasingly concerned about the potential
impact of the falling oil price but we also believe this is reflected in current prices. We
maintain our HOLD recommendation.
Vattenfall Q3 14 – HOLD
Vattenfall’s Q3 14 results were weak. Underlying operations deteriorated y/y on the back
of weaker prices, lower hydro output and tough generation margins. Comparable
EBITDA fell 12% y/y. Adjusted credit metrics deteriorated on the back of lower earnings
and are now rather weak for agency requirements. A negative rating action could be
ahead. Vattenfall takes a rather sizable SEK23.1bn impairment, relating mainly to its non-
Nordic operations. Vattenfall today also targets parts of this as being for sale. We expect
a dividend and capex reduction announcement to follow the release, which should
cushion the negative credit impact of this report. We maintain our HOLD
recommendation but see value in the VATFAL 21s.
Ikano Bank – issuer profile
We assign a ‘BBB’ rating to Ikano Bank, with a stable outlook based on our view of its
business and financial risk profile. We do not include any support from the owner but do
believe the owner would be very constructive if the bank were in a situation where
support was needed. We might consider a notch higher rating if the profitability improves
further or the owner introduces a formal support structure. Downside risk to our rating
includes, among other things, deteriorating asset quality.
PostNord Q3 14
PostNord yesterday released its Q3 report and, as expected, it confirmed the general trend
of lower business volumes affecting sales negatively. However, we view the higher
profitability seen in the quarter, with increasing EBITDA and EBIT margins, as positive.
We continue to see PostNord as a ‘BBB+’ credit with a stable outlook but we need to see
net debt/EBITDA decline towards, and below, 3x in coming quarters for this to hold.
YIT Q3 14
We are cautiously positive on YIT’s performance in Q3. While market conditions remain
challenging, especially in Russia, the company delivered on some debt reduction during
the quarter. Also, some initiatives were taken to streamline the business. We maintain our
view of YIT as a ‘B’ credit with negative outlook. Our credit view assumes that the
company can successfully refinance its upcoming debt maturities over the coming
quarters. We would also like to see a continued reduction in leverage and improving
margins.
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Weekly Credit Update
Ratings from Standard & Poor’s, Moody’s and Fitch and Danske Bank markets shadow ratings 1 of 2
Source: Standard & Poor’s, Moody’s, Fitch, Danske Bank Markets
Analyst(s)
Company Rating Outlook Sr. Unsec Rating Outlook Rating Outlook Rating OutlookAhlstrom Oyj B+ Stable Mads RosendalAkelius Residential Ab BB+ Pos BB Wiveca SwartingAmbu A/S BBB- Stable Jakob MagnussenAp Moeller - Maersk A/S BBB+ Stable Baa1 Stable Brian Børsting BUYArla Foods Amba BBB+ Stable Mads RosendalAtlas Copco Ab A Stable A2 Stable Mads Rosendal SELLAvinor As AA- Stable A1 Stable Åse Haagensen HOLDBank 1 Oslo Akershus As BBB+ Stable T. Hovard / L. HolmBank Norwegian As BBB Stable T. Hovard / L. HolmBeerenberg Holdco Ii As B+ Stable Øyvind MossigeBw Offshore BB+ Stable Øyvind MossigeCargotec Oyj BBB- Stable Mads RosendalCarlsberg Breweries A/S Baa2 Stable BBB Stable Brian Børsting SELLCermaq Asa BB Stable Knut-Ivar BakkenCitycon Oyj BBB Stable Baa2 Stable Åse HaagensenColor Group As BB- Stable B+ Åse HaagensenDanske Bank A/S A Neg Baa1 Pos A StableDfds A/S BB+ Stable Brian BørstingDlg Finance As BB- Stable Mads RosendalDna Ltd BBB- Stable Ola HeldalDnb Bank Asa A+ Stable A1 Neg T. Hovard / L. Holm HOLDDong Energy A/S BBB+ Stable Baa1 Stable BBB+ Stable Jakob Magnussen HOLDDsv A/S BBB Stable Brian BørstingEg Holding B Stable Jakob MagnussenEika Boligkreditt As A- Stable T. Hovard / L. HolmEika Gruppen As BBB Stable T. Hovard / L. HolmElectrolux Ab BBB Wr WD Brian Børsting HOLDElisa Oyj BBB Pos Baa2 Stable Ola Heldal BUYEntra Eiendom As A- Stable Åse HaagensenFarstad Shipping Asa BB Neg BB- Åse HaagensenFingrid Oyj A+ Stable A1 Stable A+ Stable Jakob Magnussen BUYFinnair Oyj BB Stable Brian BørstingFortum Oyj A- Neg A2 Neg A- Neg Jakob Magnussen SELLFortum Varme Holding Samagt Med Stockholms Stad Ab BBB+ Stable Jakob MagnussenFred Olsen Energy Asa BB+ Neg Sondre StormyrG4S Plc BBB- Stable Brian Børsting BUYGetinge Ab BB+ Neg Louis LandemanHeimstaden Ab BB Stable BB- Wiveca SwartingHemso Fastighets Ab BBB+ Stable Wiveca SwartingHoist Kredit Ab BB- Stable B+ Gabriel BerginHusqvarna Ab BBB- Pos Louis LandemanInvestor Ab AA- Stable A1 Stable Brian Børsting BUYIss A/S BBB- Stable Baa3 Stable Brian Børsting HOLDJ Lauritzen A/S B Stable B- Åse HaagensenJernhusen Ab A- Stable Gabriel BerginJyske Bank A/S A- Stable Baa1 Neg Thomas M. Hovard BUYKesko Oyj BBB Stable Mads RosendalKlaveness Ship Holding As BB- Stable B+ Bjørn Kristian RøedMeda Ab BB- Stable Louis LandemanMetsa Board Oyj B+ Pos B2 Pos Mads RosendalMetso Oyj BBB Stable Baa2 Neg Mads Rosendal HOLDNcc Ab BBB- Stable Wiveca SwartingNeste Oil Oyj BBB- Stable Jakob Magnussen HOLDNokia Oyj BB Pos Ba2 Stable BB Stable Ola Heldal HOLDNokian Renkaat Oyj BBB+ Stable Jakob MagnussenNordea Bank Ab AA- Neg Aa3 Neg AA- Stable T. Hovard / L. Holm SELLNorth Atlantic Drilling Ltd BB Stable BB- Sondre StormyrNorwegian Air Shuttle Asa BB- Stable B+ Brian BørstingNorwegian Property Asa BBB- Stable Åse HaagensenNykredit Bank A/S A+ Neg Baa2U Stable A Stable T. Hovard / L. Holm BUYNynas Group B+ Stable B+ Jakob MagnussenOdfjell Se B+ Stable B Bjørn Kristian RøedOlav Thon Eiendomsselskap Asa BBB+ Stable Åse HaagensenOlympic Shipping As B+ Stable B Åse HaagensenOrkla Asa BBB+ Pos Åse HaagensenOutokumpu Oyj B- Pos Mads RosendalPohjola Bank Oyj AA- Neg Aa3 Neg A+ Stable T. Hovard / L. Holm SELLPosten Norge As A- Stable Åse HaagensenPostnord Ab BBB+ Stable Gabriel BerginProsafe Se BB Stable Åse HaagensenRamirent Oyj BB+ Stable Brian Børsting
S&P Moody's FitchDanske Bank Recomm.
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Weekly Credit Update
Ratings from Standard & Poor’s, Moody’s and Fitch and Danske Bank markets shadow ratings 2 of 2
Source: Standard & Poor’s, Moody’s, Fitch, Danske Bank Markets
Analyst(s)
Company Rating Outlook Sr. Unsec Rating Outlook Rating Outlook Rating OutlookSaab Ab BBB+ Stable Wr Wiveca SwartingSampo Oyj Baa2 Stable T. Hovard / L. Holm HOLDSandnes Sparebank BBB+ Stable T. Hovard / L. HolmSandvik Ab BBB Stable Mads Rosendal HOLDSas Ab B- Stable Wr Pos Brian BørstingSbab Bank Ab A Neg A2 Neg T. Hovard / L. Holm HOLDScania Ab A- Stable Mads Rosendal HOLDSchibsted Asa BBB Stable Åse HaagensenSeadrill Ltd BB+ Stable BB Sondre StormyrSecuritas Ab BBB Stable Wr Brian Børsting HOLDSkandinaviska Enskilda Banken Ab A+ Neg A1 Neg A+ Pos T. Hovard / L. Holm BUYSkanska Ab BBB+ Stable Wiveca SwartingSkf Ab BBB+ Stable Baa1 Stable Mads Rosendal SELLSolstad Offshore Asa BB- Stable B+ Åse HaagensenSpar Nord Bank A/S BBB+ Stable T. Hovard / L. HolmSparebank 1 Boligkreditt As A- Stable Lars HolmSparebank 1 Nord Norge A2 Neg A Stable T. Hovard / L. Holm HOLDSparebank 1 Smn A2 Neg A- Stable T. Hovard / L. Holm HOLDSparebank 1 Sr-Bank Asa A2 Neg A- Stable T. Hovard / L. Holm HOLDSponda Oyj BBB- Stable Wiveca SwartingSt1 Nordic Oy BB Stable Jakob MagnussenStatkraft Sf A- Stable Aaa Stable Jakob Magnussen BUYStatnett Sf A+ Stable Wr Stable Jakob Magnussen HOLDStatoil Asa AA- Stable Aa2 Stable Jakob Magnussen SELLSteen & Strom As BBB+ Stable Åse HaagensenStena Ab BB Stable B2 Stable Brian Børsting BUYStockmann Oyj Abp B+ Stable Mads RosendalStolt-Nielsen Ltd BB+ Stable BB Bjørn Kristian RøedStora Enso Oyj BB Stable Ba2 Neg WD Mads Rosendal HOLDStorebrand Bank Asa BBB+ Stable BBB+ Neg Baa1 Neg T. Hovard / L. HolmSuomen Hypoteekkiyhdistys A- Stable T. Hovard / L. HolmSwedavia Ab A- Stable Gabriel BerginSwedbank Ab A+ Neg A1 Neg A+ Pos T. Hovard / L. Holm BUYSwedish Match Ab BBB Stable Baa2 Stable Brian Børsting HOLDSvensk Fastighetsfinansiering Ab BBB Stable Louis LandemanSvenska Cellulosa Ab Sca A- Stable Baa1 Stable Mads Rosendal BUYSvenska Handelsbanken Ab AA- Neg Aa3 Neg AA- Stable T. Hovard / L. Holm HOLDSydbank A/S Baa1 Neg T. Hovard / L. Holm BUYTallink Group As BB Stable BB- Jakob MagnussenTalvivaara Mining Co Plc C Mads RosendalTdc A/S BBB Neg Baa3 Stable BBB Stable Ola Heldal HOLDTeekay Offshore Partners Lp BB- Stable B+ Bjørn Kristian RøedTele2 Ab BBB Stable Ola HeldalTelefonaktiebolaget Lm Ericsson BBB+ Stable Baa1 Stable BBB+ Neg Ola Heldal HOLDTelenor Asa A- Pos A3 Stable Ola Heldal HOLDTeliasonera Ab A- Stable A3 Neg A- Stable Ola Heldal SELLTeollisuuden Voima Oyj BBB Neg Wr BBB Stable Jakob Magnussen BUYThon Holding As BBB+ Stable Åse HaagensenTine Sa BBB+ Stable Ola HeldalUpm-Kymmene Oyj BB Pos Ba1 Stable WD Mads Rosendal HOLDVasakronan Ab BBB+ Stable Wiveca SwartingVattenfall Ab A- Stable A3 Stable A- Neg Jakob Magnussen HOLDVestas Wind Systems A/S BBB- Pos Niklas Ripa BUYWilh Wilhelmsen Asa BBB- Stable Bjørn Kristian RøedVolvo Ab BBB Neg Baa2 Neg BBB Stable Mads Rosendal HOLDYit Oyj B Neg Louis Landeman
Danske Bank S&P Moody's Fitch Recomm.
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Knut-Ivar Bakken
Fish farming (+47) 85 40 70 74 [email protected]
Wiveca Swarting
Real Estate, Construction (+46) 8 568 80617 [email protected]
Ola Heldal
TMT (+47) 85408433 [email protected]
Henrik René Andresen
Credit Portfolios (+45) 45 13 33 27 [email protected]
Brian Børsting
Industrials (+45) 45 12 85 19 [email protected]
Mads Rosendal
Industrials, Pulp & Paper (+45) 45 14 88 79 [email protected]
Lars Holm
Financials (+45) 45 12 80 41 [email protected]
Jakob Magnussen
Utilities, Energy (+45) 45 12 85 03 [email protected]
Åse Haagensen
High Yield, Industrials (+47) 22 86 13 22 [email protected]
Fixed Income Credit Research
Louis Landeman
TMT, Industrials (+46) 8 568 80524 [email protected]
Thomas Hovard
Head of Credit Research (+45) 45 12 85 05
Find the latest Credit Research
Danske Bank Markets: Bloomberg: http://www.danskebank.com/danskemarketsresearch DNSK<GO>
Gabriel Bergin
Strategy, Industrials (+46) 8 568 80602 [email protected]
Niklas Ripa
High Yield, Industrials (+45) 45 12 80 47 [email protected]
Bjørn Kristian Røed
Shipping (+47) 85 40 70 72 [email protected]
Sondre Dale Stormyr
Offshore rigs (+47) 85 40 70 70 [email protected]
Øyvind Mossige
Oil services (+47) 85 40 54 91 [email protected]
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Disclosures This research report has been prepared by Danske Bank Markets, a division of Danske Bank A/S (‘Danske
Bank’). The author of the research report is Wiveca Swarting, Analyst.
Analyst certification
Each research analyst responsible for the content of this research report certifies that the views expressed in the
research report accurately reflect the research analyst’s personal view about the financial instruments and issuers
covered by the research report. Each responsible research analyst further certifies that no part of the compensation
of the research analyst was, is or will be, directly or indirectly, related to the specific recommendations expressed
in the research report.
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Instrument may do so only by contacting Danske Markets Inc. directly and should be aware that investing in non-
U.S. financial instruments may entail certain risks. Financial instruments of non-U.S. issuers may not be
registered with the U.S. Securities and Exchange Commission and may not be subject to the reporting and
auditing standards of the U.S. Securities and Exchange Commission.