Capital/Financing Update • Oct 29, 2012
Capital/Financing Update
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25th October 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 15 November 2011 and the Supplements to the Offering Circular dated 10 February 2012, 8 May 2012 and 6 September 2012. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Offering Circular as so supplemented.
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: | 18 |
| (ii) | Tranche Number: | 1 | |
| 3. | Specified Currency or Currencies: | Japanese Yen ("JPY") | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | JPY 3,000,000,000 | |
| (ii) | Tranche: | JPY 3,000,000,000 | |
| 5. | Issue Price of Tranche: | 100 per cent. of the Aggregate Nominal Amount | |
| 6. | (i) | Specified Denominations: (in the case of Registered Notes, this means the minimum integral amount in which transfers can be made) |
JPY 100,000,000 |
| The Notes may not be subdivided into smaller denominations |
|||
| (ii) | Calculation Amount: | JPY 100,000,000 | |
| 7. | (i) | Issue Date: | 30 th October 2012 |
| (ii) | Interest Commencement Date: | Issue Date |
| 8. | Maturity Date: | 30 th October 2015 |
|---|---|---|
| 9. | Interest Basis: | 0.66 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 |
| 14. | Fixed Rate Note Provisions | Applicable | ||
|---|---|---|---|---|
| (i) | Rate(s) of Interest: | 0.66 per cent. per annum payable semi-annually in arrear |
||
| (ii) | Interest Payment Date(s): | 30 th April and 30 th October in each year up to and including the Maturity Date |
||
| (iii) | Fixed Coupon Amount(s): (Applicable to Notes in definitive form) |
JPY 330,000 per Calculation Amount | ||
| (iv) | Broken Amount(s): (Applicable to Notes in definitive form) |
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 |
|---|---|---|
JPY 100,000,000 per Calculation Amount
JPY 100,000,000 per Calculation Amount
| 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. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: |
A day on which the TARGET2 System is open in addition to Tokyo. |
||
| The words "unless such Payment Day falls in the next calendar month in which case payment shall be made on the first preceding Payment Day" shall be inserted after "in the relevant place" in the third line of Condition 7(f). (Note that this paragraph relates to the place of payment and not Interest Period end dates to which sub-paragraphs 15(iii) and 17(vii) relate) |
||||
| 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 | ||
| (ii) | Instalment Date(s): | Not Applicable | ||
| 28. | Redenomination applicable: | Redenomination not applicable | ||
| 29. | Other final terms or special conditions: | Not Applicable |
| 30. | (i) | If syndicated, names of Managers: |
Not Applicable |
|---|---|---|---|
| (ii) | Date of [Subscription] Agreement: |
Not Applicable | |
| (iii) | Stabilising Manager (if any): | Not Applicable | |
| 31. | If non-syndicated, name of relevant Dealer: |
Mizuho International plc | |
| 32. | U.S. Selling Restrictions: | Reg. S Compliance Category 2: TEFRAD |
|
| 33. | Additional selling restrictions: | Not Applicable |
These Final Terms comprise the final terms required for issue of the Notes described herein pursuant to the $\epsilon$ 1,500,000,000 Global Medium Term Note Programme of ASSA ABLOY AB (publ).
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of ASSA ABLOY AB (publ): Jacob Wanthera Gårdn nark By: Sonas Duly authorised
The Notes to be issued have not been rated. The Programme has been rated A- by Standard & Poor's Credit Market Services Europe Limited $(S\&P)$ .
S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation.
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.
| YIELD (Fixed Rate Notes only) Indication of yield: |
0.66 per cent. per annum | |
|---|---|---|
| [(iii)] | Estimated total expenses: | Not Applicable |
| [(ii)] | Estimated net proceeds: | Not Applicable |
| (i) | Reasons for the offer | Not Applicable |
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
5.
Not Applicable
| (i) | ISIN Code: | XS0850027243 |
|---|---|---|
| (ii) | Common Code: | 085002724 |
| (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 |
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