Capital/Financing Update • Jul 28, 2023
Capital/Financing Update
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These amended and restated Final Terms dated 28 July 2023 amend and restate the Final Terms dated 22 September 2016, under which the Notes described herein were originally issued, and record the final terms of those Notes (as amended by a supplemental agency agreement dated 28 July 2023 (the Supplemental Agency Agreement) made between Swedish Match AB (publ) and the agents referred to therein). These amended and restated Final Terms shall become effective on and from 28 July 2023.
MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 30 August 2016 and the supplement to it dated 9 September 2016 (the Offering Circular) which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular and the Supplemental Agency Agreement. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Offering Circular and the Supplemental Agency Agreement. The Offering Circular has been published on the website of the London Stock Exchange through a regulatory information service (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).
| 2. | (i) | Series Number: | 40 | |
|---|---|---|---|---|
| (ii) | Tranche Number: | 1 | ||
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | ||
| 3. | Specified Currency or Currencies: | Euro (€) |
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| 4. | Aggregate Nominal Amount: | |||
| (i) | Tranche: | €300,000,000 | ||
| (ii) | Series: | €300,000,000 | ||
| 5. | Issue Price of Tranche: | 99.341 per cent. of the Aggregate Nominal Amount |
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| 6. | (i) | Specified Denominations: | €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000 |
|
| (ii) | Calculation Amount: | €1,000 | ||
| 7. | (i) | Issue Date: | 23 September 2016 | |
| (ii) | Interest Commencement Date: | Issue Date | ||
| 8. | Maturity Date: | 23 September 2024 | ||
| 9. | Interest Basis: | 0.875 per cent. Fixed Rate (see paragraph 14 below) |
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| 10. | Redemption Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount |
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| 11. | Change of Interest Basis: | Not Applicable | ||
| 12. | Put/Call Options: | Change of Control Put Issuer Call (see paragraphs 17 and 19 below) |
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| 13. | Date Board approval for issuance of Notes obtained: |
5 September 2016 | ||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE |
| 14. | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (i) | Rate(s) of Interest: | 0.875 per cent. per annum payable in arrear on each Interest Payment Date |
| (ii) | Interest Payment Date(s): | 23 September in each year, commencing on 23 September 2017, up to and including the Maturity Date |
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|---|---|---|---|---|
| (iii) | Fixed Coupon Amount(s): | €8.75 per Calculation Amount | ||
| (iv) | Broken Amount(s): | Not Applicable | ||
| (v) | Day Count Fraction: | Actual/Actual (ICMA) | ||
| (vi) | Determination Date(s): | 23 September in each year | ||
| 15. | Floating Rate Note Provisions | Not Applicable | ||
| 16. | Zero Coupon Note Provisions | Not Applicable | ||
| PROVISIONS RELATING TO REDEMPTION |
reasons or on event of default:
| 22. | Form of Notes | Bearer Notes |
|---|---|---|
| Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event. |
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| Notes shall not be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14 December 2005. |
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| 23. | Additional Financial Centre(s) | Not Applicable |
Signed on behalf of Swedish Match AB (publ):
| By: | By: | ||
|---|---|---|---|
No
Duly authorised Duly authorised
Ratings The Notes to be issued are expected to be rated:
Moody's Investors Service Ltd: Baa2
Standard & Poor's Credit Market Services Europe Limited: BBB
Each of Moody's Investors Service Ltd and Standard & Poor's Credit Market Services Europe Limited is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).
Save for any fees payable to Deutsche Bank AG, London Branch and Skandinaviska Enskilda Banken AB (publ) (the Managers), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
Indication of yield: 0.961 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
| (i) | ISIN: | XS1493333717 |
|---|---|---|
| (ii) | Common Code: | 149333371 |
| (iii) | Any clearing system(s) other than DTC, Euroclear Bank S.A./N.V. and Clearstream Banking, société |
Not Applicable |
| anonyme and the relevant | |
|---|---|
| identification number(s): |
U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
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