Prospectus • Nov 7, 2013
Prospectus
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6 November 2013
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 together with the supplements to it dated 8 February 2013, 29 April 2013, 19 July 2013 and 28 October 2013, 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 service (www.londonstockexchange.com/exchange/news/marketinformation regulatory news/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.
| l. | Issuer: $\left( i\right)$ |
ASSA ABLOY AB (publ) |
|---|---|---|
| 2. | Series Number: $\left( 1\right)$ |
28 |
| Tranche Number: (ii) |
||
| Date on which the Notes will (iii) be consolidated and form a single Series: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | Euro ("EUR") |
| 4. | Aggregate Nominal Amount: | |
| Series: (i) |
EUR 40,000,000 | |
| Tranche: (ii) |
EUR 40,000,000 | |
| 5. | Issue Price of Tranche: | 100 per cent. of the Aggregate Nominal Amount |
| 6. | Specified Denominations: (i) |
EUR 100,000 |
|---|---|---|
| Calculation Amount: (ii) |
EUR 100,000 | |
| 7. | Issue Date: (i) |
8 November 2013 |
| Interest Commencement Date: (ii) |
Issue Date | |
| 8. | Maturity Date: | 8 November 2016 |
| 9. | Interest Basis: | 3-months EURIBOR $+ 0.40$ per cent. Floating Rate (see paragraph 414 below) |
| 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 |
| 11. | Change of Interest Basis: | Not Applicable |
| 12. | Put/Call Options: | Not Applicable |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
| 13. | Fixed Rate Note Provisions | Not Applicable |
| 14. | Floating Rate Note Provisions | Applicable |
| Specified Period(s)/Specified (i) Interest Payment Dates: |
The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Specified Interest Payment Date, 8 February 2014, and each subsequent period beginning on (and including) a Specified Interest Payment Date and ending on (but excluding) the next following Specified Interest Payment Date is herein called a "Specified Period". |
|
| Interest will be payable quarterly in arrears on 8 February, 8 May, 8 August and 8 November in each year from and including 8 February 2014 up to and including the Maturity Date, subject to adjustment in accordance with the Modified Following Business Day Convention (each a "Specified Interest Payment Date"). |
||
| Business Day Convention: (ii) |
Modified Following Business Day Convention |
|
| Additional Business Centre(s): (iii) |
TARGET2 | |
| Manner in which the Rate of (iv) Interest and Interest Amount is to be determined: |
Screen Rate Determination |
$\left( \right)$
| (v) | Party responsible for calculating the Rate of Interest and Interest Amount (if not the Principal Paying Agent): |
Not Applicable | |
|---|---|---|---|
| (vi) | Screen Rate Determination: | ||
| Reference Rate, Specified Time and Relevant Financial Centre: |
Reference Rate: 3- months EURIBOR Specified Time: 11 a.m. Brussels time Relevant Financial Centre: Brussels |
||
| Interest Determination $Date(s)$ : |
The second day on which the TARGET2 System is open prior to the start of each Specified Period. |
||
| Relevant Screen Page: | Reuters EURIBOR01, or any successor page | ||
| (vii) | ISDA Determination: | Not Applicable | |
| Floating Rate Option: | Not Applicable | ||
| Designated Maturity: Reset Date: |
Not Applicable | ||
| (viii) | Margin(s): | Not Applicable $+0.40$ per cent. per annum |
|
| (ix) | Minimum Rate of Interest: | Not Applicable | |
| (x) | Maximum Rate of Interest: | Not Applicable | |
| (xi) | Day Count Fraction: | Actual/360 | |
| 15. | Zero Coupon Note Provisions | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 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 | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 20. | Form of Notes: | Bearer Notes: | |
| (i) | Form: | 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 | |
| 21. | Additional Financial Centre(s): | TARGET2 |
Signed on behaft of ASSA ABLOY AB (publ) $_{\rm By}$ fund unh Duly duthorised Jonas Crard movie
By:
Duly authorised Carolina Dybecu Happe
| 1. | LISTING AND ADMISSION TO TRADING | ||
|---|---|---|---|
| (i) | Listing admission to and trading: |
London | |
| (ii) | Estimate of total expenses related to admission to trading: |
£1,850 | |
| 2. | RATINGS | ||
| Ratings: | The following rating reflect ratings assigned to Notes of this type issued under the Programme generally: $S & P$ : $A -$ |
||
| 3. | ISSUE | INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE | |
| 4. | Issuer and its affiliates in the ordinary course of business. YIELD (Fixed Rate Notes only) Indication of yield: |
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 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 Not Applicable |
|
| 5. | OPERATIONAL INFORMATION | ||
| (i) (ii) |
ISIN Code: Common Code: |
XS0992581446 09925814 |
|
| (iii) | Any clearing system(s) other than DTC. Euroclear and Clearstream, Luxembourg and the relevant identification $number(s)$ : |
Not Applicable | |
| (iv) | Names and addresses of initial Paying Agent(s) (if any): |
Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom |
| (v) | Names and addresses of Not Applicable additional Paying Agent(s) (if any): |
|
|---|---|---|
| DISTRIBUTION | ||
| U.S. Selling Restrictions: | Reg. S Compliance Category 2; TEFRA D |
$\label{eq:R1} \tilde{R}1^2 = \frac{1}{2} \sum{i=1}^n \tilde{R}_i^2 \tilde{R}_i^2$
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