Capital/Financing Update • May 2, 2011
Capital/Financing Update
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2 May 2011
(to be consolidated and form a single series with the existing SEK 130,000,000 Fixed Rate Notes due 15 September 2014)
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Prospectus dated 20 May 2009. The Conditions are incorporated by reference in the Prospectus dated 20 May 2010. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") and must be read in conjunction with the Prospectus dated 20 May 2010 and the supplementary prospectus dated 22 July, 2010, the supplementary prospectus dated 21 October, 2010, the supplementary prospectus dated 08 February, 2011 and the supplementary prospectus dated 28 April, 2011, which together constitutea base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Prospectus dated 20 May 2009 and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectuses dated 20 May 2009 and 20 May 2010 and the supplementary prospectuses dated 22 July, 2010, the supplementary prospectus dated 21 October, 2010, the supplementary prospectus dated 08 February, 2011 and the supplementary prospectus dated 28 April, 2011. The Prospectuses and the supplementary prospectuses are available for viewing at Swedbank AB (publ), Brunkebergstorg 8, SE-105 34 Stockholm and http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained from obtained from the specified office of the Principal Paying Agent in London.
| 1. | Issuer: | Swedbank AB (publ) | ||
|---|---|---|---|---|
| -2. | $\mathbf{u}$ | Series Number: | 123 | |
| (ii) | Tranche Number: | 2 The Notes issued under these Final Terms will be consolidated and form a single Series with the existing SEK 130,000,000 Fixed Rate Notes due 15 September 2014, details of which are included in the Final Terms dated 11 September 2009 under Series 123. The Notes will become fungible with existing Series 123 forty (40) days after the Issue Date. |
||
| 3. | Specified Currency or Currencies: | Swedish Krona ("SEK") |
Aggregate Nominal Amount: $\overline{4}$ .
| (i) | Series: | SEK 280,000,000 | |
|---|---|---|---|
| (ii) | Tranche: | SEK 150,000,000 | |
| 5. | Issue Price: | 98.9583 per cent. of the Aggregate Nominal Amount plus accrued interest from and including 15 September 2010 to but excluding the Issue Date |
|
| 6. | (i) | Specified Denominations: | SEK 1,000,000 |
| (ii) | Calculation Amount: | SEK 1,000,000 | |
| 7. | (i) | Issue Date: | 4 May 2011 |
| (ii) | Interest Commencement Date: | 15 September 2010 | |
| 8. | Maturity Date: | 15 September 2014 | |
| 9. | Interest Basis: | 4.20 per cent. Fixed Rate (further particulars specified below) |
|
| 10. | Redemption/Payment Basis: | Redemption at par | |
| 11. | Change of Interest Basis or Redemption/Payment Basis: |
Not Applicable | |
| 12. | Put/Call Options: | Not Applicable | |
| 13. | (i) | Status of the Notes: | Unsubordinated $-$ Condition 3(a) will apply |
| (ii) | Date Board approval for issuance of Notes obtained: |
Not Applicable | |
| 14. | Method of distribution: | Non-syndicated | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 15. | Fixed Rate Note Provisions: | Applicable | |
| (i) | Rate(s) of Interest: | 4.20 per cent. per annum payable annually in arrear | |
| (ii) | Interest Payment Date(s): | 15 September in each year up to and including the Maturity Date, following, unadjusted |
|
| (iii) | Fixed Coupon Amount(s): | SEK 42,000 per Calculation Amount |
Not Applicable (iv) Broken Amount(s):
| (v) | Day Count Fraction: | 30/360 |
|---|---|---|
| (vi) Determination Dates: | Not Applicable | |
| (vii) Other terms relating to the method of Not Applicable |
$\epsilon$ .
calculating interest for Fixed Rate Notes:
| 16. | Floating Rate Note Provisions: | Not Applicable | |
|---|---|---|---|
| 17. | Zero Coupon Note Provisions: | Not Applicable | |
| 18. | Index-Linked Interest Note/other variable-linked interest Note Provisions: |
Not Applicable | |
| 19. | Dual Currency Interest Note Provisions: | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 20. | Issuer Call: | Not Applicable | |
| 21. | Investor Put: | Not Applicable | |
| SEK 1,000,000 per Calculation Amount | |||
| 22. | Final Redemption Amount: | ||
| 23. | Early Redemption Amount: | ||
| Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default or other early redemption and/or the method of calculating the same (if required or if different from that set out in Condition $5(e)$ : |
As set out in Condition 5(e) | ||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 24. | Form of Notes: | ||
| (i) Form: |
Bearer Notes: | ||
| (ii) New Global Note: |
No | ||
| 25. | Financial Centre(s) other special or provisions relating to Payment Days: |
Stockholm, TARGET | |
| 26. | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on |
No |
$\overline{a}$
which such Talons mature):
| (i) Instalment Amount(s): |
Not Applicable | |
|---|---|---|
| (ii) Instalment Date(s): |
Not Applicable | |
| 29. | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable |
| 30. | Consolidation provisions: | Not Applicable |
| 31. | Additional Federal U.S. Tax Income Considerations: |
Not Applicable |
| 32. | Other final terms: | Not Applicable |
| DISTRIBUTION | ||
| 33. | (i) If syndicated, names of Managers: |
Not Applicable |
| (ii) Date of Subscription Agreement: |
Not Applicable | |
| (iii) Stabilising Manager(s) (if any): |
Not Applicable | |
| 34. | If non-syndicated, name of Dealer: | Nordea Bank Danmark A/S Christiansbro, Strandgade 3 1401 Copenhagen K Denmark |
| 35. | Whether TEFRA D rules are applicable or TEFRA rules are not applicable: |
TEFRAD |
| 36. | Additional selling restrictions: | Not Applicable |
These Final Terms comprise the final terms required for issue and admission to trading on he EEA Regulated Market of the London Stock Exchange and, listing on the Official List of the UK Listing Authority of the Notes described herein pursuant to the U.S.\$40,000,000,000 Global Medium Term Note Programme of Swedbank AB (publ).
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
UUUL BOULUN $By:...$
Duly authorised
Wartin Rydin
Gunnel Svahn
| (i) | Listing: | London |
|---|---|---|
| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange with effect from 4 May 2011. Tranche 1 was admitted to trading on the London Stock Exchange with effect from 15 September 2009. |
| (iii) | Estimate of total expenses related to Not Applicable admission to trading: |
Ratings:
The Notes have been assigned the following ratings:
$S\&P: A$ Moody's: A2
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
| $\omega$ | Reasons for the offer: | See "Use of Proceeds" wording in Prospectus |
|---|---|---|
| (ii) | Estimated net proceeds: | SEK 152,444,950 |
| (iii) | Estimated total expenses: | Not Applicable |
Indication of yield:
4.534 per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
Not Applicable
Not Applicable
Not Applicable
Customary
procedures apply
Not Applicable
Delivery against payment
MTN
settlement
and
payment
(vii) Settlement procedures:
The Conditions set forth in the Prospectus dated 20 May 2009
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