Prospectus • Apr 20, 2012
Prospectus
Open in ViewerOpens in native device viewer
| Financial Services Authority UK Listing Authority |
||
|---|---|---|
| Document approved | ||
| Date: 207 | ||
| Signed: 1 | ||
| Signed: 24 |
Sandvik AB (publ) (the "Issuer") accepts responsibility for the information contained in this Drawdown Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Drawdown Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
The Notes are issued on the terms incorporated and set out herein under "Terms and Conditions of the Notes" (the "Conditions") as amended and/or supplemented by the final terms (the "Final Terms") as set out herein. This Drawdown Prospectus must be read and construed together with any information incorporated by reference herein and must be read and construed together with the relevant Final Terms.
No person has been authorised to give any information or to make any representation not contained in or not consistent with this Drawdown Prospectus or any other document entered into in relation to the Notes or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or the Lead Manager.
Neither the Lead Manager nor any of its affiliates have authorised the whole or any part of this Drawdown Prospectus and it does not make any representation or warranty or accept any responsibility as to the accuracy or completeness of the information contained in this Drawdown Prospectus. Neither the delivery of this Drawdown Prospectus nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Drawdown Prospectus is true subsequent to the date hereof or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer since the date thereof or that any other information supplied in connection with the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Drawdown Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Drawdown Prospectus comes are required by the Issuer and the Lead Manager to inform themselves about and to observe any such restrictions. In particular, Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons.
This Drawdown Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer or the Lead Manager or any of them that any recipient of this Drawdown Prospectus should subscribe for or purchase any Notes. Each recipient of this Drawdown Prospectus shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Drawdown Prospectus or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes; understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.
In this Drawdown Prospectus, unless otherwise specified, references to a "Member State" are references to a Member State of the European Economic Area, references to "Sweden" are to the Kingdom of Sweden, references to "EUR" or "euro" are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended and references to "Sterling" or "£" are to pounds sterling.
Certain figures included in this Drawdown Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
| INCORPORATION BY REFERENCE 1 | |
|---|---|
| RECENT DEVELOPMENTS2 | |
| TERMS AND CONDITIONS OF THE NOTES 3 | |
| FINAL TERMS5 |
Pursuant to Article 11 of the Prospectus Directive, terms used herein but not otherwise defined shall have the meanings given to them in the base prospectus (the "Base Prospectus") relating to the Issuer's €3,000,000,000 Euro Medium Term Note Programme (the "Programme") dated 22 December 2011 and filed with the UK Listing Authority.
The Base Prospectus (which constitutes a base prospectus for the purposes of the Prospectus Directive) shall be deemed to be incorporated into and form part of this Drawdown Prospectus in its entirety.
Any statement contained in the Base Prospectus shall be deemed to be modified or superseded for the purpose of this Drawdown Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Drawdown Prospectus.
Any documents incorporated by reference in the Base Prospectus shall not constitute part of this Drawdown Prospectus.
This Drawdown Prospectus must be read in conjunction with the Base Prospectus and full information on the Issuer and the offer of the Notes is only available on the basis of the combination of the provisions set out within this Drawdown Prospectus and the Base Prospectus.
In addition, the following information, which has previously been published shall also be deemed to be incorporated in, and to form part of, this Drawdown Prospectus:
(1) The audited consolidated financial statements (including the auditors' report thereon and notes thereto) of the Issuer in respect of the years ended 31 December 2011 and 31 December 2010 (set out on pages 45 to 95 and 42 to 95, respectively, of the Issuer's Annual reports for 2011 and 2010.
Copies of the documents specified above as containing information incorporated by reference in this Drawdown Prospectus may be inspected, free of charge, at www.sandvik.com. Any documents themselves incorporated by reference in the documents incorporated by reference in this Drawdown Prospectus shall not form part of this Drawdown Prospectus. Any information contained in any of the documents specified above which is not incorporated by reference in this Drawdown Prospectus is either not relevant to investors or is covered elsewhere in this Drawdown Prospectus.
The "Description of the Issuer" section on pages 72 to 86 of the Base Prospectus incorporated by reference into this Drawdown Prospectus shall be read together with the following:
Sandvik has completed the divestment of Sandvik Medical Solutions to Orchid Orthopedic Solutions ("Orchid"), owned by Altor Fund III. Sandvik Medical Solutions, part of the Sandvik Venture business area, specialises in contract manufacturing of medical implants and instruments for orthopaedic and dental applications. The divestment of Sandvik Medical Solutions is in line with Sandvik's strategy to exit operations that do not fit within its five main business areas, which are: Sandvik Mining, Sandvik Machining Solutions, Sandvik Materials Technology, Sandvik Construction and Sandvik Venture. The product area will be fully consolidated into Orchid Orthopedic Solutions from the second quarter of 2012.
As a result of the share issue in kind implemented by Sandvik following the expiry of the extended acceptance period in the takeover offer to the shareholders of Seco Tools AB, the number of shares and votes in the Issuer has increased by 1,208,774. As at 29 February 2012, the total number of shares and votes in the Issuer amounts to 1,254,385,923, and the Issuer's share capital amounts to SEK 1,505,263,107.60 as at the same date.
Sandvik has, on 1 February 2012, entered into an agreement for a guaranteed credit facility with a fiveyear term, with the option to extend it up to seven years. The facility, which is divided into two currencies comprising EUR 650 million and SEK 5 billion, has been provided by the following banks: Handelsbanken Capital Markets (Svenska Handelsbanken AB), Merchant Banking (Scandinaviska Enskilda Banken AB), Nordea Bank AB, Barclays Capital, Citigroup Global Markets Limited, Danske Bank A/S (Danmark, Sverige Filial), Deutsche Bank AG (London Branch), HSBC Bank PLC, JP Morgan Limited, Societe Generale (London Branch), Swedbank AB, Royal Bank of Scotland PLC, Goldman Sachs International, Standard Chartered Bank and The Bank of Tokyo-Mitsubishi UFJ.
The credit facility will replace earlier facilities totalling EUR 1.5 billion and will comprise Sandvik's primary liquidity reserve, which management considers adequate to meet all ordinary course short-term liquidity requirements.
Condition 10(e) (Redemption at the option of Noteholders) of the "Terms and Conditions of the Notes" section on pages 24 to 49 of the Base Prospectus incorporated by reference into this Drawdown Prospectus shall be replaced with the following:
Condition 10(e) (Redemption at the option of Noteholders)
If at any time while any Note remains outstanding, either of the following events shall occur (each, as applicable, a "Put Event"):
then the Holder of each Note will have the option (the "Put Option") (unless, prior to the giving of the Put Event Notice (as defined below), the Issuer gives notice of its intention to redeem the Notes under Condition 10(b) (Redemption for tax reasons) or 10(c) (Redemption at the option of the Issuer)) to require the Issuer to redeem or, at the Issuer's option, to purchase or procure the purchase of that Note on the Optional Redemption Date (as defined below), at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest up to but excluding the Optional Redemption Date.
For the purposes of this Condition 10(e):
"Change of Control" shall be deemed to have occurred at each time (whether or not approved by the Board of Directors of the Issuer) that any person or persons acting in concert or any person or persons acting on behalf of any such person(s) (the "Relevant Person(s)"), at any time directly or indirectly come(s) to own or acquire(s) (A) more than 50 per cent. of the issued ordinary share capital of the Issuer; or (B) such number of the shares in the capital of the Issuer as carries more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer;
"Change of Control Period" means the period (i) commencing on the date that is the earlier of (A) the date of the first public announcement of the relevant Change of Control and (B) the date of the earliest Potential Change of Control Announcement (as defined below), if any, and (ii) ending on the date which is 120 days after the date of the first public announcement of the relevant Change of Control (such 120th day, the "Initial Longstop Date"); provided that, unless any other Rating Agency has on or prior to the Initial Longstop Date effected a Rating Downgrade in respect of its rating of the Notes, if a Rating Agency publicly announces, at any time during the period commencing on the date which is 60 days prior to the Initial Longstop Date and ending on the Initial Longstop Date, that it has placed its rating of the Notes under consideration for rating review either entirely or partially as a result of the relevant public announcement of the Change of Control or Potential Change of Control Announcement, the Change of Control Period shall be extended to the date which falls 90 days after the date of such public announcement by such Rating Agency;
"Rating Agency" means any of the following: (i) Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.; or (ii) any other rating agency of equivalent international standing specified from time to time by the Issuer, and, in each case, their respective successors or affiliates;
a "Rating Downgrade" shall be deemed to have occurred in respect of a Change of Control if, within the Change of Control Period, the rating previously assigned to the Notes by any Rating Agency is (i) withdrawn or (ii) changed from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or (iii) if such rating previously assigned to the Notes by any Rating Agency was below an investment grade rating (as described above), lowered by at least one full rating notch (for example, from BB+ to BB or their respective equivalents); and
"Potential Change of Control Announcement" means any public announcement or statement by the Issuer, any actual or potential bidder or any designated advisor thereto relating to any specific and nearterm potential Change of Control (where "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer, any such actual or potential bidder or any such designated advisor to be intended to occur, within 120 days of the date of such announcement or statement).
Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice (a "Put Event Notice") to the Noteholders in accordance with Condition 20 (Notices) specifying the nature of the Put Event and the circumstances giving rise to it and the procedure for exercising the Put Option contained in this Condition.
To exercise the Put Option, the Noteholder must deposit any applicable Note, together with each unmatured Coupon relating thereto (if any), to the account of any Agent for the account of the Issuer (in accordance with Condition 3(g) (Transfers of Registered Notes), if the Note is a Registered Note) within the period (the "Put Period") of 45 days after the day on which the Put Event Notice is given, together with a duly signed and completed Put Option Notice in the form (for the time being current and substantially in the form set out in the Agency Agreement) obtainable from the specified office of any Agent.
Subject to the deposit of any such Notes to the account of an Agent for the account of the Issuer as described above, the Issuer shall redeem the Notes in respect of which the Put Option has been validly exercised as provided above on the date which is the fifth Business Day following the end of the Put Period (the "Optional Redemption Date"). The Agent to whom a Note has been so deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder. No Note, once so deposited with a duly completed Put Option Notice in accordance with this Condition 10(e), may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date, any such Note becomes immediately due and payable or, upon due presentation of any such Note on or prior to the end of the Put Period, payment of the redemption moneys is improperly withheld or refused on the relevant Optional Redemption Date, the relevant Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by an Agent in accordance with this Condition, the depositor of such Note and not such Agent shall be deemed to be the holder of the Note for all purposes.
Issue of €150,000,000 3.800 per cent. Notes due 15 February 2022
under the €3,000,000,000 Euro Medium Term Note Programme
Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and this Drawdown Prospectus.
| 1. | (i) | Issuer: | Sandvik AB (publ) |
|---|---|---|---|
| 2. | (i) | Series Number: | 4 |
| (ii) | Tranche Number: | 1 | |
| 3. | Specified Currency or Currencies: | Euro | |
| 4. | Aggregate Nominal Amount: | €150,000,000 | |
| 5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
|
| 6. | (i) | Specified Denominations: |
€100,000 and integral multiples of €100,000 in excess thereof |
| (ii) | Calculation Amount: | €100,000 | |
| 7. | (i) | Issue Date: | 23 April 2012 |
| (ii) | Interest Commencement Date: |
Issue Date | |
| 8. | Maturity Date: | 15 February 2022 | |
| 9. | Interest Basis: | 3.800 per cent. Fixed Rate | |
| 10. | Redemption/Payment Basis: | Redemption at par | |
| 11. | Change of Interest or Redemption/Payment Basis: |
Not Applicable | |
| 12. | Put/Call Options: | Condition 10(e) is applicable | |
| 13. | Status of the Notes: | Senior | |
| 14. | Method of distribution: | Non-syndicated | |
| 15. | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (i) | Rate of Interest: | 3.800 per cent. per annum payable annually in | |
| arrear |
| (ii) | Interest Payment Date(s): | 15 February in each year adjusted in accordance with the Following Business Day Convention |
|---|---|---|
| The first coupon will be a short coupon. | ||
| (iii) | Fixed Coupon Amount: | €3,800.00 per Calculation Amount |
| (iv) | Broken Amount(s): | From (and including) the Issue Date, to (but excluding) 15 February 2013 (the first Interest Payment Date) the Broken Amount will be €3,093.99 per Calculation Amount |
| (v) | Day Count Fraction: | Actual/Actual (ICMA) |
| (vi) | Determination Dates: | 15 February in each year |
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate Notes: |
Not Applicable |
| Floating Rate Note Provisions | Not Applicable | |
| Zero Coupon Note Provisions | Not Applicable | |
| Index-Linked Interest Note/other variable-linked interest Note Provisions |
Not Applicable | |
| Dual Currency Note Provisions | Not Applicable | |
| Call Option | Not Applicable | |
| Put Option | Condition 10(e) is applicable | |
| Final Redemption Amount of each Note |
€100,000 per Calculation Amount | |
| Not Applicable | ||
| PROVISIONS RELATING TO REDEMPTION Early Redemption Amount Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): |
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
| 25. | New Global Note: | Yes | |
|---|---|---|---|
| 26. | Additional Financial Centre(s) or other special provisions relating to payment dates: |
Not Applicable | |
| 27. | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No | |
| 28. | 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 (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: |
Not Applicable | |
| 29. | Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: |
Not Applicable | |
| 30. | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable | |
| 31. | Other final terms: | Not Applicable | |
| DISTRIBUTION | |||
| 32. | (i) | If syndicated, names and addresses of Managers and underwriting commitments: |
Not Applicable |
| (ii) | Date of Subscription Agreement: |
Not Applicable | |
| (iii) | Stabilising Manager(s) (if any): |
Not Applicable | |
| 33. | If non-syndicated, name and address of Dealer: |
Société Générale Tour Société Générale 17, cours Valmy 92987 Paris - La Défense Cedex France |
|
| 34. | U.S. Selling Restrictions: | Reg. S Compliance Category 2; | |
| TEFRA D | |||
| 35. | Additional selling restrictions: | Not Applicable |
These Final Terms comprise the final terms required for issue and admission to trading on London Stock Exchange of the Notes described herein pursuant to the €3,000,000,000 Euro Medium Term Note Programme of Sandvik AB (publ).
The Issuer accepts responsibility for the information contained in these Final Terms.
| (i) | Estimated net proceeds: | Not Applicable |
|---|---|---|
| ----- | ------------------------- | ---------------- |
(iii) Estimated total expenses related to the admission to trading: £6,350
Indication of yield: 3.801 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.
| (i) | ISIN Code: | XS0771375135 |
|---|---|---|
| (ii) | Common Code: | 077137513 |
| (iii) | Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): |
Not Applicable |
| (iv) | Delivery: | Delivery against payment |
| (v) | Names and addresses of initial Paying Agent: |
Citibank N.A., London Branch, 14th Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom |
| (vi) | Names and addresses of additional Paying Agent(s) (if |
Not Applicable |
any):
| (vii) | Name of Swedish Issuing and |
|---|---|
| Paying Agent (if any): |
(viii) Intended to be held in a manner which would allow Eurosystem eligibility:
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 the ECB being satisfied that Eurosystem eligibility criteria have been met.
Storgatan 2 SE-811 81 Sandviken Sweden
Société Générale 29 boulevard Haussmann 75009 Paris France
14th Floor, Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
Citibank N.A., London Branch 14th Floor, Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
To the Issuer as to Swedish law:
Norrlandsgatan 21 Box 1711 11 87 Stockholm Sweden
To the Lead Manager as to English law: To the Lead Manager as to Swedish law:
10 Upper Bank Street London E14 5JJ United Kingdom
Smålandsgatan 20 Box 1703 111 87 Stockholm Sweden
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.