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Atlas Copco — Capital/Financing Update 2013
Feb 20, 2013
2883_prs_2013-02-20_8f496d60-480a-4b62-8d98-e031711d3e01.pdf
Capital/Financing Update
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Atlas Copco AB
(incorporated with limited liability in the Kingdom of Sweden)
U.S.\$3,000,000,000
Euro Medium Term Note Programme
This supplement (this "Supplement") to the base prospectus dated 7 March 2012 (the "Base Prospectus") is prepared by Atlas Copco AB (the "Issuer") with respect to its U.S.\$3,000,000,000 Euro Medium Term Note Programme (the "Programme"). This Supplement constitutes a supplementary prospectus in respect of the Base Prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the "FSMA").
Terms used in this Supplement without otherwise being defined herein shall, unless the context otherwise requires, have the meanings assigned to them in the Base Prospectus.
This Supplement has been approved by the United Kingdom Financial Services Authority (in such capacity, the "UK Listing Authority"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive"), and relevant implementing measures in the United Kingdom, as a supplement issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom.
The purpose of this Supplement is to (i) incorporate by reference into the Base Prospectus the Issuer's audited consolidated financial statements for the year ended 31 December 2011 and the Issuer's Interim Report on Q4 and fullyear 2012 summary; (ii) supplement the disclosure in respect of the Issuer's ratings assigned by Moody's in respect of an upgrade on 15 November 2012; and (iii) supplement the disclosure in respect of certain changes in the Issuer's board of directors.
The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Save as disclosed in this Supplement, no significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the assessment of Notes issued under the Programme has arisen or been noted, as the case may be, since the publication of the Base Prospectus.
With effect from the date of this Supplement, the information appearing in, or incorporated by reference in, the Base Prospectus shall be supplemented in the manner described below.
INFORMATION INCORPORATED BY REFERENCE
Audited consolidated financial statements for the year ended 31 December 2011
On 19 March 2012, the Issuer published its 2011 Annual Report (the "2011 Annual Report"), which includes the audited consolidated financial statements of the Issuer prepared in accordance with International Financial Reporting Standards (including the auditors' report thereon) in respect of the year ended 31 December 2011 set out on pages 12 to 102 of the 2011 Annual Report (the "2011 Financial Statements").
By virtue of this Supplement, the 2011 Financial Statements, excluding (i) the box entitled "More financial information" on page 17 and (ii) the sentence "Atlas Copco has a long-term debt rating of A3 (A3) from Moody's Investor Service, Inc. and A (A-) from Standard & Poor's Corporation." under the heading entitled "Utilized Borrowings" on page 70, are incorporated in, and form a part of, the Base Prospectus.
Interim report on Q4 and full-year 2012 summary
On 31 January 2013, the Issuer published a stock exchange release entitled "Interim Report on Q4 and full-year 2012 summary" (the "2012 Interim Report"). The 2012 Interim Report contains unaudited consolidated interim financial statements of the Issuer in respect of the three months ended and as of 31 December 2012 and the twelve months ended and as of 31 December 2012, together with the unaudited comparative figures for the twelve months ended and as of 31 December 2011.
By virtue of this Supplement, the 2012 Interim Report is incorporated in, and forms a part of, the Base Prospectus.
General
To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference in the Base Prospectus by this Supplement, and (b) any other statement in the Base Prospectus or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.
Should any of the documents incorporated by reference in the Base Prospectus by this Supplement themselves incorporate by reference further information, such information does not form a part of the Base Prospectus.
Copies of the documents specified above as containing information incorporated by reference in the Base Prospectus have been filed with the FSA and are available on the National Storage Mechanism (http://www.morningstar.co.uk/uk/nsm) and may be inspected, free of charge, at the registered office of the Issuer. Any information contained in any of the documents specified above which is not incorporated by reference in the Base Prospectus is either not relevant to investors or is covered elsewhere in the Base Prospectus or this Supplement.
RATINGS
Moody's rating
On 15 November 2012, Moody's Deutschland GmbH ("Moody's") upgraded to A2 from A3 the senior unsecured longterm rating of the Issuer. In addition, Moody's upgraded to Prime-1 from Prime-2 the short-term rating for the Issuer's commercial paper and MTN programmes. The outlook on the ratings was changed to stable from positive.
In the following sections of the Base Prospectus:
- the first two paragraphs on page 4 under the heading "Overview Ratings"; and
- the second paragraph on page 75 under the heading "Description of the Issuer",
the disclosure is supplemented accordingly to reflect that Moody's has assigned the Issuer a senior unsecured long-term rating of "A2" and short-term rating for commercial paper and MTN programmes of "Prime-1" and Moody's has assigned a senior unsecured credit rating of "(P)A2" and a short-term credit rating of "(P)P-1" to the Programme.
Moody's is established in the European Union and registered under regulation (EC) no 1060/2009 of the European Parliament and of the Council of 16 September 2009 on Credit Rating Agencies. A rating is not a recommendation to buy, sell or hold Notes and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
BOARD OF DIRECTORS
Election of Peter Wallenberg
At the Issuer's annual general meeting held on 27 April 2012, Jacob Wallenberg did not stand for re-election and Peter Wallenberg was elected as a new board member. Accordingly, in the section of the Base Prospectus entitled "Description of the Issuer – The board of directors," in the table at the top of page 88 and in the biographies which follow below the table, the disclosure shall be supplemented to refer to Peter Wallenberg, who is not independent. His biography follows:
Peter Wallenberg obtained a BSBA degree in Hotel Administration, University of Denver. He is Chair of the Board of Foundation Asset Management Sweden AB, The Grand Group, The Royal Swedish Automobile Club and Kungsträdgården Park & Evenemang AB. He is also Vice Chair of The Knut and Alice Wallenberg Foundation and Member of the Boards of Aleris Holding AB, Investor AB, Scania AB, SEB Kort Bank AB and Stockholmsmässan AB, all based in Sweden.
Related to this change in board membership, the section of the Base Prospectus entitled "Description of the Issuer – Committees of the board of directors – Remuneration committee," shall be supplemented to show the current composition of the Issuer's remuneration committee: Sune Carlsson (chairman), Peter Wallenberg and Anders Ullberg.