Capital/Financing Update • Mar 18, 2014
Capital/Financing Update
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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 15 May 2012 which are incorporated by reference in the Base Prospectus dated 15 May 2013 (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 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) (the "Prospectus Directive") and must be read in conjunction with the Base Prospectus as supplemented by the supplements dated 16 July 2013, 22 October 2013, 28 January 2014 and 29 January 2014 which together constitute a base prospectus for the purposes of the Prospectus Directive. Full information on Swedbank AB (publ) (the "Issuer") and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements have been published on the website $\circ$ f the Central Bank of Ireland at http://www.centralbank.ie/regulation/securities-markets/prospectus/Pages/approvedprospectus.aspx and on the website of the Irish Stock Exchange at www.ise.ie and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer at Brunkebergstorg 8, SE-105 34 Stockholm, Sweden and from the specified office of the Principal Paving Agent in London.
3
The Notes will be consolidated and form a single Series with the existing EUR 500,000,000 Floating Rate Note due September 2017 issued on 20 September 2012, and EUR 40,000,000 Floating Rate Notes due September 2017, issued on the 15 February 2013, on exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 22 below, which is expected to occur on or about 27 April 2014.
| (i) | Series: | €570,000,000 | |
|---|---|---|---|
| (ii) | Tranche: | €30,000,000 | |
| 5. | Issue Price: | 101.8268 per cent of the Aggregate Nominal Amount included accrued interest from 20 December 2013 |
|
| 6. | (i) | Specified Denomination(s): | €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 €199.00 |
| (ii) | Calculation Amount: | €1,000 | |
| 7. | (i) | Issue Date: | 18 March 2014 |
| (ii) | Interest Commencement Date: | 20 December 2013 | |
| 8. | Maturity Date: | Interest Payment Date falling in or nearest to September 2017 |
|
| 9. | Interest Basis: | Three month EURIBOR plus 0.88 per cent. Floating Rate |
|
| (further particulars specified below) | |||
| 10. | Redemption/Payment 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 οf Interest Basis 0 r 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 | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 14. | Fixed Rate Note Provisions: | Not Applicable | |
| 15. | Reset Note Provisions | Not Applicable |
Applicable 16. Floating Rate Note Provisions:
$\overline{4}$ .
Aggregate Nominal Amount:
20 March, 20 June, 20 September and 20 December Specified Period(s)/Specified $(i)$ Interest Payment Dates: in each year, from and including, 20 March 2014 to,
and including, 20 September 2017 in each case subject to adjustment in accordance with the Business Day Convention specified below
| Reference Rate, Relevant Three month EURIBOR | ||
|---|---|---|
| Time and Relevant Financial | ||
| Centre: |
Relevant Time: 11:00 a.m. Brussels time
| Interest $Date(s)$ : |
Determination | The second day on which the TARGET2 System is open prior to the start of each Interest Period |
|
|---|---|---|---|
| Relevant Page: |
Screen | Reuters EURIBOR01 | |
| (vii) | ISDA Determination: | Not Applicable | |
| (viii) | $Margin(s)$ . | $+0.88$ per cent. per annum | |
| (ix) | Minimum Rate of Interest: | Not Applicable | |
| (x) | Maximum Rate of Interest: | Not Applicable | |
| $(x_i)$ | Day Count Fraction: | Actual/360 | |
| Zero Coupon Note Provisions: | Not Applicable |
17.
| 18. | Issuer Call: | Not Applicable |
|---|---|---|
| 19. | Investor Put: | Not Applicable |
| 20. | Final Redemption Amount: | $\epsilon$ 1,000 per Calculation Amount |
| 21. | Early Redemption Amount: | |
| Early Redemption Amount(s) payable $\epsilon$ 1,000 per Calculation Amount |
on redemption for taxation reasons or on Event of Default:
$(i)$ Form:
Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Bearer Notes only upon an Exchange Event
| (iii) | New Global Note: | Yes | |
|---|---|---|---|
| Not Applicable | |||
| 23 | Financial Centre(s): | ||
Renminbi Currency Events: 25. Calculation Agent:
Not Applicable
Not Applicable 100M
Signed on behalf of the Issuer: By:.
Duly authorised
Stefan Abrahamsson
Marle Carlsson
| (i) | Listing: | London |
|---|---|---|
| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to the Official List of the UK Listing Authority and admitted to trading on the Regulated Market of the London Stock Exchange plc with effect from the Issue Date. |
| (iii) | Estimate of total expenses related to $\Box$ GBP 1,750 admission to trading: |
5.
Ratings:
The Notes to be issued are expected to be rated 'Al' by Moody's Investors Service Ltd. (Moody's), 'A+' by Standard & Poor's Credit Market Services Europe Limited (S&P) and 'A+' by Fitch Ratings Ltd. (Fitch).
Each of Moody's, S&P and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).
Save for any fees payable to the dealers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
| Indication of yield: | Not Applicable | |||
|---|---|---|---|---|
| OPERATIONAL INFORMATION | ||||
| (i) | ISIN Code: | The Temporary ISIN is XS1046573892 this be combined with original shall ISIN XS0831096960 |
||
| (ii) | Common Code: | The Temporary Common Code is 104657389 this shall be combined with original Common Code 083109696 |
||
| (iii) | Cusip: | Not Applicable | ||
| (iv) | CINS: | Not Applicable | ||
| (v) | Any clearing system(s) other than Euroclear Bank SA/NV and Banking Clearstream société anonyme (together with the address |
Not Applicable |
of each such clearing system) and relevant identification the $number(s)$ :
Delivery against payment
Not Applicable
Yes
Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day 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.
| (i) | Method of distribution: | Non-syndicated |
|---|---|---|
| (ii) | If syndicated, names of Managers: | Non-syndicated |
| (iii) | Date of Subscription Agreement: | Non-syndicated |
| (iv) | Stabilising Manager(s) (if any): | Non-syndicated |
| (v) | If non-syndicated, name of Dealer: | Goldman Sachs International |
| (v i ) | TEFRA Whether rules - D- are applicable or TEFRA rules are not applicable: |
TEFRAD |
Not Applicable
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