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ASSA ABLOY — Capital/Financing Update 2012
May 25, 2012
2882_rns_2012-05-25_9ae61fbc-4246-4583-86ba-492ecaf87bc7.pdf
Capital/Financing Update
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FINAL TERMS
25 May 2012
ASSA ABLOY AB (publ)
Issue of SEK 500,000,000 3.38 per cent. Fixed Rate Notes due 30 May 2017 under the $61,500,000,000$ Global Medium Term Note Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 15 November 2011 as supplemented by the supplement dated 10 February 2012 and the supplement dated 8 May 2012 (the "Supplements") which constitutes a base prospectus for the purposes of Directive 2003/71/EC (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 as so supplemented. 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 as so supplemented. The Offering Circular and the Supplements are available for viewing at, and copies may be obtained from, the registered office of the Issuer and the specified office of the Paying Agents in London. In addition, copies of the Offering Circular and the Supplements will be available at the website of the Regulatory News Service operated by the London Stock Exchange.
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) |
|---|---|---|---|
| (ii) | Guarantor: | Not Applicable | |
| 2. | (i) | Series Number: | 16 |
| (ii) | Tranche Number: | $\mathbf{1}$ | |
| 3. | Specified Currency or Currencies: | Swedish Krona ("SEK") | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | SEK 500,000,000 | |
| (ii) | Tranche: | SEK 500,000,000 | |
| 5. | Issue Price of Tranche: | 100.00 per cent. of the Aggregate Nominal Amount |
|
| 6. | (i) | Specified Denominations: | SEK 1,000,000 |
| Calculation Amount: (ii) |
SEK 1,000,000 | |
|---|---|---|
| 7. | (i) Issue Date: |
30 May 2012 |
| Interest Commencement Date: (ii) |
Issue Date | |
| 8. | Maturity Date: | 30 May 2017 |
| 9. | Interest Basis: | 3.38 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. | Method of distribution: | Non-syndicated |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 14. | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (i) | Rate(s) of Interest: | 3.38 per cent. per annum payable annually in arrear |
|
| (ii) | Interest Payment Date(s): | 30 May in each year up to and including the Maturity Date |
|
| (iii) | Fixed Coupon Amount(s): (Applicable to Notes in definitive form) |
SEK 33,800 per Calculation Amount | |
| (iv) | Broken Amount(s): | Not Applicable | |
| (v) | Day Count Fraction: | 30/360 | |
| (vi) | Determination Date(s): | Not Applicable | |
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate Notes: |
None | |
| 15. | Floating Rate Note Provisions | Not Applicable | |
| 16. | Zero Coupon Note Provisions | Not Applicable | |
| 17. | Index Linked Interest Note Provisions | Not Applicable | |
| 18. | Dual Currency Interest Note Provisions | Not Applicable |
PROVISIONS RELATING TO REDEMPTION
| 19. | Issuer Call: | Not Applicable | |
|---|---|---|---|
| 20. | Investor Put: | Not Applicable | |
| 21. | Final Redemption Amount of each Note: | SEK 1,000,000 per Calculation Amount | |
| 22. | Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition $8(e)$ : |
Condition 8(e) applies | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 23. | 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: | No | |
| 24. | Dates: | Additional Financial Centre(s) or other special provisions relating to Payment |
Stockholm |
| 25. | Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature): |
No. | |
| 26. | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right the Issuer to forfeit the Notes and interest due on late payment: |
Not Applicable | |
| 27. | Details relating to Instalment Notes: | ||
| (i) | Instalment Amount(s): | Not Applicable |
for
Not Applicable $(ii)$ Instalment Date(s): Redenomination applicable:
- Redenomination not applicable 28.
-
- Other final terms or special conditions: Not Applicable
DISTRIBUTION
| 30. | (i) | If syndicated, names of Managers: |
Not Applicable |
|---|---|---|---|
| (ii) | Date of Subscription Agreement: | Not Applicable | |
| (iii) | Stabilising Manager (if any): | Not Applicable | |
| 31. | Dealer: | If non-syndicated, name of relevant | Svenska Handelsbanken AB (publ) |
| 32. | U.S. Selling Restrictions: | Reg. S Compliance Category 2: TEFRAD |
|
| 33. | Additional selling restrictions: | Not Applicable |
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market and, if relevant, listing on 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 ASSA ABLOY AB (publ).
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of ASSA ABLOY AB (publ):
$By:$ Jacob wanibera Duly authorised Jonas Ga.
PART B-OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
$2.$
5.
| (i) | Listing: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market and, if relevant, listing on the Official List of the UK Listing Authority with effect from or about thie Issue Date. |
|
|---|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
GBP 1,850 | |
| RATINGS Ratings: |
The Notes to be issued are expected to be rated by |
||
| Standard & Poor's Credit Market Services Europe Limited: A- |
|||
| Standard & Poor's Credit Market Services Europe Limited is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such Standard & Poor's Credit Market Services Europe Limited is included in the list of credit rating agencies published by the European Securities and |
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 3.
Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
with such Regulation.
$\overline{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
| (i) | Reasons for the offer | Not Applicable |
|---|---|---|
| [(ii)] | Estimated net proceeds: | SEK 500,000,000 |
| [(iii)] | Estimated total expenses: | Not Applicable |
| YIELD (Fixed Rate Notes only) Indication of yield: |
3.38 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.
Markets Authority on its website in accordance
$\sim$
6. PERFORMANCE OF INDEX/FORMULA AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index Linked Notes only)
Not Applicable
PERFORMANCE OF RATE[S] OF EXCHANGE (Dual Currency Notes only) 7.
Not Applicable
OPERATIONAL INFORMATION 8.
$\bar{\mathcal{Z}}$
| (i) | ISIN Code: | XS0787783694 |
|---|---|---|
| (ii) | Common Code: | 078778369 |
| (iii) | Any clearing system(s) other than DTC, Euroclear and Clearstream, Luxembourg and the relevant identification $number(s)$ : |
Not Applicable |
| (iv) | Delivery | Delivery against payment |
| (v) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| (vi) | Intended to be held in a manner which would allow Eurosystem eligibility: |
No |