Capital/Financing Update • Dec 9, 2012
Capital/Financing Update
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5 December 2012
Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 16 November 2012 (the Offering Circular). The Offering Circular 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. Full information on the Issuer and the Guarantor (in the case of Guaranteed Notes) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. 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-news-home.html).
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.
| 1. | (i) | Issuer: | ASSA ABLOY AB (publ) |
|---|---|---|---|
| 2. | (i) | Series Number: | 20 |
| (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 ("EUR") | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | EUR 30,000,000 | |
| (ii) | Tranche: | EUR 30,000,000 | |
| 5. | Issue Price of Tranche: | 99.271 per cent. of the Aggregate Nominal Amount |
|
| 6. | (i) | Specified Denominations: | EUR 100,000 |
| (ii) | Calculation Amount: | EUR 100,000 | |
| 7. | (i) | Issue Date: | 10 December 2012 |
| (ii) | Interest Commencement Date: |
Issue Date | |
|---|---|---|---|
| 8. | Maturity Date: | 10 December 2020 | |
| 9. | Interest Basis: | 2.00 per cent. Fixed Rate | |
| 10. | Redemption Basis: | Subject to any purchase and cancellation or redemption, the Notes will be early redeemed on the Maturity Date at 100 per cent. of their nominal amount |
|
| 11. | Change of Interest Basis: | Not Applicable | |
| 12. | Put/Call Options: | Not Applicable |
| I NOVISIONS NELATING TO INTENEST (IF ANTITATADLE | |||
|---|---|---|---|
| 13. | Fixed Rate Note Provisions | Applicable | |
| (i) | Rate(s) of Interest: | 2.00 per cent. per annum payable in arrear on each Interest Payment Date |
|
| (ii) | Interest Payment Date(s): | 10 December in each year from 10 December 2013 up to and including the Maturity Date |
|
| (iii) | Fixed Coupon Amount(s): | EUR 2,000 per Calculation Amount | |
| (iv) | Broken Amount(s): | Not Applicable | |
| (v) | Day Count Fraction: | Actual/Actual (ICMA) | |
| (vi) | Determination Date(s): | 10 December in each year | |
| 14. | Floating Rate Note Provisions | Not Applicable | |
| 15. | Zero Coupon Note Provisions | Not Applicable | |
| 16. | Issuer Call: | Not Applicable |
|---|---|---|
| 17. | Investor Put: | Not Applicable |
| 18. | Final Redemption Amount: | EUR 100,000 per Calculation Amount |
| 19. | Early Redemption Amount payable on redemption for taxation reasons or on event of default: |
EUR 100,000 per Calculation Amount |
| Form of Notes: | Bearer Notes: | |
|---|---|---|
| Form: (i) |
Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
|
| (ii) | New Global Note: | Yes |
| TARGET 2 | ||
| Additional Financial Centre(s): |
Talons for future Coupons to be 22. attached to Definitive Bearer Notes:
Signed on behalf of ASSA ABLOY AB (publ):
$By:$ $\mu$ $\overline{\mathscr{S}}$ Duly authorised Carolina Dybeck Happe
Flw By:
Jonas Gårdmark Duly authorised
No.
Ratings:
The following rating reflects ratings assigned to Notes of this type issued under the Programme generally:
$S\&P$ : A-
Save for any fees payable to 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.
Indication of yield:
2.10 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: | XS0862684346 |
|---|---|---|
| (ii) | Common Code: | 086268434 |
| (iii) | Any clearing system(s) other Not Applicable than DTC, Euroclear and Clearstream, Luxembourg and the relevant identification $number(s)$ : |
|
| (iv) | and addresses of Names initial Paying Agent(s) (if any): |
Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom |
| (v) | and Names |
addresses of Not Applicable |
additional Paying Agent(s) (if any):
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
In respect of each Tranche of Notes issued under the Programme, confirmation is to be provided by the Principal Paying Agent to the ICSDs in the form of the following Annex to the applicable Final Terms, setting out whether the Notes are intended to be held in a manner which would allow Eurosystem eligibility:
Intended to be held in a manner which would Yes allow Eurosystem eligibility:
Note that the designation "yes" does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. The Notes will be deposited initially upon issue with one of the ICSDs acting as common safekeeper.
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