Prospectus • Jul 28, 2023
Prospectus
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These amended and restated Final Terms dated 28 July 2023 amend and restate the Final Terms dated 29 May 2013, 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 7 November 2012 (the Offering Circular) which constitutes a base prospectus for the purposes of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (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/marketnews/market-newshome.html).
| 2. | (i) | Series Number: | 34 | |
|---|---|---|---|---|
| (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: | United States dollar ("USD") | ||
| 4. | Aggregate Nominal Amount: | |||
| - | Tranche: | USD 50,000,000 | ||
| - | Series: | USD 50,000,000 | ||
| 5. | Issue Price of Tranche: | 97.268 per cent. of the Aggregate Nominal Amount |
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| 6. | (a) | Specified Denominations: | USD 200,000 and integral multiples of USD 1,000 in excess thereof up to and including USD 399,000. No Notes in definitive form will be issued with a denomination above USD 399,000. |
|
| (b) | Calculation Amount: | USD 1,000 | ||
| 7. | (i) | Issue Date: | 31 May 2013 | |
| (ii) | Interest Commencement Date: | Issue Date | ||
| 8. | Maturity Date: | 31 May 2028 | ||
| 9. | Interest Basis: | 4.00 per cent. Fixed Rate (see paragraph 13 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 or Redemption/Payment Basis: |
Not Applicable | ||
| 12. | Put/Call Options: | Change of Control Put (see paragraph 18 below) |
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| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
| 13. | Fixed Rate Note Provisions | Applicable | ||
| (i) | Rate(s) of Interest: | 4.00 per cent. per annum payable annually in arrear on each Interest Payment Date |
(ii) Interest Payment Date(s): 31 May in each year, from 31 May 2014 up to and including the Maturity Date.
| (iii) | Fixed Coupon Amount(s): | USD 40.00 per Calculation Amount | |||
|---|---|---|---|---|---|
| (iv) | Broken Amount(s): | Not Applicable | |||
| (v) | Day Count Fraction: | 30/360 | |||
| (vi) | Determination Date(s): | Not Applicable | |||
| 14. | Floating Rate Note Provisions | Not Applicable | |||
| 15. | Zero Coupon Note Provisions | Not Applicable | |||
| PROVISIONS RELATING TO REDEMPTION | |||||
| 16. | Issuer Call | Not Applicable |
|---|---|---|
| 17. | Investor Put: | Not Applicable |
| 18. | Change of Control Put: | Applicable |
| 19. | Final Redemption Amount of each Note: | USD 1,000 per Calculation Amount |
| 20. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default: |
USD 1,000 per Calculation Amount |
| 21. | Form of Notes: | Bearer Notes: |
|---|---|---|
| ----- | ---------------- | --------------- |
No
Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event.
London, New York and TARGET2
days after the date of these amended and restated Final Terms, sales of the Notes described herein may not be made in the United States or to U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)) unless made outside the United States pursuant to Rule 903 and 904
of Regulation S under the Securities Act.
These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market and admission to the Official List of the UK Listing Authority of the Notes described herein pursuant to the €1,500,000,000 Global Medium Term Note Programme of Swedish Match AB (publ).
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of Swedish Match AB (publ):
By:
Duly authorised
Ratings: The Notes to be issued are expected to be rated: Standard & Poor's Credit Market Services France SAS: BBB
Save for any fees payable to Skandinaviska Enskilda Banken AB (publ) (the Dealer), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its 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.
4. YIELD (Fixed Rate Notes Only)
Indication of yield: 4.00 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 Code: | XS0939505003 |
|---|---|---|
| (ii) | Common Code: | 093950500 |
| (iii) | Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): |
Not Applicable |
| (iv) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| (v) | Registrar: | Not Applicable |
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