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Atlas Copco Capital/Financing Update 2016

Aug 28, 2016

2883_rns_2016-08-28_f081587a-10c6-4dc4-8853-5c9c6f9378f5.pdf

Capital/Financing Update

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Final Terms dated 25 August 2016

Atlas Copco AB

Issue of EUR 500,000,000 0.625 per cent. Fixed Rate Notes due 30 August 2026

under the U.S.\$3,000,000,000

Euro Medium Term Note Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC, as amended) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as defined below) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto) and includes any relevant implementing measure in the Relevant Member State.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act.

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 Base Prospectus dated 19 August 2016 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive. This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of a combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours at the offices of the Issuer and copies may be obtained from www.londonstockexchange.com.

1. Issuer: Atlas Copco AB
2. (i) Series Number: 6
(ii) Tranche Number: 1
(iii) Date on which the Notes
become fungible:
Not Applicable
3. Specified Currency or Currencies: Euro (EUR)
4. Aggregate Nominal Amount:
(i) Series: EUR 500,000,000
(ii) Tranche: EUR 500,000,000
5. Issue Price: 99.807 per cent. of the Aggregate Nominal
Amount
6. (i) Specified Denominations: EUR 100,000 and integral multiples of
EUR 1,000 in excess thereof up to and
including EUR 199,000. No Notes in
definitive form will be issued with a
denomination above EUR 199,000.
(ii) Calculation Amount EUR 1,000
7. (i) Issue Date: 30 August 2016
(ii) Interest
Commencement
Date:
Issue Date
8. Maturity Date: 30 August 2026
9. Interest Basis: 0.625 per cent. Fixed Rate
(See paragraph 14 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 of
Interest
or
Redemption/Payment Basis:
Not applicable
12. Put/Call Options: Issuer Call
Make-Whole Call
(further particulars specified below – see
paragraphs 17 and 18 below)
13. Date of Board approval
issuance of Notes obtained:
for 15 July 2016

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions Applicable
(i) Rate
of Interest:
0.625 per cent. per annum payable in
arrear on each Interest Payment Date
(ii) Interest Payment Date(s): 30 August in each year from and including
30 August 2017 to, and including, the
Maturity Date
(iii) Fixed Coupon Amount: EUR 6.25 per Calculation Amount
(iv)
Broken Amount(s):
(v)
Day Count Fraction:
Not Applicable
Actual/Actual (ICMA)
(vi) Determination Date(s): 30 August in each year
15. Floating Rate Note Provisions Not Applicable
16. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

17. Call Option Applicable
(i) Optional
Date(s):
Redemption On any date from and including 30 May
2026 up to the Maturity Date
(ii) Optional
Amount(s) of each Note
and
method,
calculation
amount(s):
Redemption
if
any,
of
of
such
EUR 1,000
per Calculation Amount
(iii) Notice period: As set out in the Conditions
18. Make Whole Call Option Applicable, up to but excluding 30 May
2026
(i) Make Whole Redemption
Margin
0.15 per cent.
(ii) Reference Bond DBR
0%
due
DE0001102408)
August 2026 (ISIN:
(iii) Quotation Time 11:00 CET

19. Put Option Not Applicable

  1. Final Redemption Amount of each Note EUR 1,000 per Calculation Amount

21. Early Redemption Amount

Early Redemption Amount(s) per Calculation 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 the Conditions):

EUR 1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22. Form of Notes: Bearer Notes:
Temporary Global Note exchangeable for
a
Permanent
Global
Note
which
is
exchangeable for Definitive Notes in the
limited
circumstances
specified
in
the
Permanent Global Note.
23. New Global Note Form: Yes
24. Additional Financial Centre(s) or
other special provisions relating to
Payment Dates:
Not Applicable
  1. Talons for future Coupons to be attached to Definitive Notes: No

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the Regulated Market of the London Stock Exchange plc of the Notes described herein pursuant to the U.S.\$3,000,000,000 Euro Medium Term Note Programme of Atlas Copco AB.

PART B – OTHER INFORMATION

1. LISTING

  • (i) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc with effect from 30 August 2016.
  • (ii) Estimate of total expenses related to admission to trading: £3,650

2. RATINGS

Ratings: The Notes to be issued have been rated:

Price. It is not an indication of future

S&P: A (Stable Outlook)

Fitch: A (Stable Outlook)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers 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 Issuer and its affiliates in the ordinary course of business.

4. REASONS FOR THE OFFER

Reasons for
the offer:
The net proceeds from the issue of the
Notes will be used by the Issuer for
general
corporate
purposes,
including
repayment of debt.
5. YIELD
Indication of yield: 0.645 per cent. per annum.
As set out above, the yield is calculated at
the Issue Date on the basis of the Issue

yield.

6.
OPERATIONAL INFORMATION
-------------------------------
ISIN Code: XS1482736185
Common Code: 148273618
New Global Note intended to be
held in a manner which would
allow Eurosystem eligibility:
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
the
ECB
being
satisfied
that
Eurosystem eligibility criteria have been
met.
Euroclear Any clearing system(s) other than
Bank
SA/NV
and
Clearstream Banking S.A. and the
relevant identification number(s):
Not Applicable
Delivery: Delivery against
payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
7. DISTRIBUTION
(i) Method of distribution: Syndicated
(ii) If syndicated:
(a) Names of Managers: Citigroup Global Markets Limited
Danske Bank A/S
Deutsche Bank AG, London Branch
Skandinaviska
Enskilda
Banken
AB
(publ)
(b) Stabilisation
Manager(s) (if any):
Not Applicable
(iii) If non-syndicated, name of
Dealer:
Not Applicable
(iv) U.S. Selling Restrictions: Reg S; Compliance category 2;
TEFRA D