Capital/Financing Update • Sep 25, 2013
Capital/Financing Update
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The information contained in the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries only as specified in the Final Terms and/or in the Base Prospectus (as defined in the Final Terms) and is not intended for use and should not be relied upon by any person outside those countries and/or to whom the offer contained in the Final Terms is not addressed. Prior to relying on the information contained in the Final Terms, you must ascertain from the Final Terms and/or the Base Prospectus whether or not you are an intended addressee of the information contained therein.
Neither the Final Terms nor the Base Prospectus constitutes an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.
The securities described in the Final Terms and the Base Prospectus have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold directly or indirectly within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America (as such terms are defined in Regulation S under the Securities Act ("Regulation S")). The securities described in the Final Terms will only be offered in offshore transactions to non-U.S. persons in reliance upon Regulation S.
23 September 2013
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Prospectus dated 15 May 2012 which are incorporated by reference in the Base Prospectus dated 15 May 2013 (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive") and must be read in conjunction with the Base Prospectus as supplemented by the supplement dated 16 July 2013 which together constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on Swedbank AB (publ) (the "Issuer") and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The
Base Prospectus and the supplement have been published on the website of the Central Bank of Ireland http://www.centralbank.ie/regulation/securitiesat markets/prospectus/Pages/approvedprospectus.aspx and on the website of the Irish Stock Exchange at www.ise.ie and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer at Brunkebergstorg 8, SE-105 34 Stockholm, Sweden and from the specified office of the Principal Paying Agent at Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kongdom.
| 1. | Issuer: | Swedbank AB (publ) | |
|---|---|---|---|
| 2. | (i) | Series Number: | 205 |
| (ii) | Tranche Number: | 3 | |
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
The Notes will be consolidated and form a single Series with the existing SEK 450,000,000 Floating Rate Notes due November 2016 on exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 22 below, which is expected to occur on or about 4 November 2013 |
|
| 3. | Specified Currency or Currencies: | Swedish Krona ("SEK") | |
| 4. | Aggregate Nominal Amount: | SEK 550,000,000 | |
| (i) | Series: | SEK 550,000,000 | |
| (ii) | Tranche: | SEK 100,000,000 | |
| 5. | Issue Price: | 101,433 per cent of the Aggregate Nominal Amount plus accrued interest from 2 August 2013 |
|
| 6. | (i) | Specified Denomination(s): | SEK 1,000,000 |
| (ii) | Calculation Amount: | SEK 1,000,000 | |
| 7. | (i) | Issue Date: | 25 September 2013 |
| (ii) | Interest Commencement Date: |
2 August 2013 | |
| 8. | Maturity Date: | Interest Payment Date falling in or nearest to November 2016 |
|
| 9. | Interest Basis: | 3 month STIBOR + 0.90 per cent Floating Rate | |
| 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 | Interest of Basis or Redemption/Payment Basis: |
Not Applicable |
| 12. | Put/Call Options: | Not Applicable | |
|---|---|---|---|
| 13. | $\left( i\right)$ (ii) |
Status of the Notes: Date Board approval for |
Unsubordinated $-$ Condition 3(a) will apply Not Applicable |
| issuance of Notes obtained: | |||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 14. | Fixed Rate Note Provisions: | Not Applicable | |
| 15. | Reset Note Provisions | Not Applicable | |
| 16. | Floating Rate Note Provisions: (Condition $4(c)$ ) |
Applicable | |
| (i) | Specified Period(s)/Specified Interest Payment Dates: |
Interest will be payable quarterly in arrears on 2 February, 2 May, 2 August and 2 November each year, commencing on 2 November 2013 and ending on the Maturity Date, each such date subject to adjustment in accordance with the Business Day Convention specified below (each a "Specified Interest Payment Date") |
|
| (ii) | Business Day Convention: | Modified Following Business Day Convention | |
| (iii) | Business Centre(s): | Stockholm | |
| (iv) | Manner in which the Rate(s) of Interest is/are to be determined: |
Screen Rate Determination | |
| (v) | responsible for Party calculating the Rate(s) of Interest and Interest $($ if Amount(s) not the Principal Paying Agent): |
Not Applicable | |
| $(v_i)$ | Screen Rate Determination: | ||
| Reference Relevant Rate, Time and Relevant Financial Centre: |
Reference Rate: 3 month STIBOR | ||
| Relevant Time: As per Condition 4(c)(ii) | |||
| Relevant Financial Centre: Stockholm | |||
| Interest Determination $Date(s)$ : |
Second Stockholm business day prior to the start of each Interest Period |
||
| - Relevant Screen Page: Reuters page "SIDE" | |||
| (vii) | ISDA Determination: | Not Applicable |
$\mathcal{L}^{\text{max}}_{\text{max}}$
| (viii) | Margin(s): | $+0.90$ per cent per annum | |
|---|---|---|---|
| (ix) | Minimum Rate of Interest: | Not Applicable | |
| (x) | Maximum Rate of Interest: | Not Applicable | |
| (xi) | Day Count Fraction: | Actual/360 | |
| 17. | Zero Coupon Note Provisions: | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 18. | Issuer Call: | Not Applicable | |
| 19. | Investor Put: | Not Applicable | |
| 20. | Final Redemption Amount: | SEK 1,000,000 per Calculation Amount | |
| 21. | Early Redemption Amount: | ||
| Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default: |
SEK 1,000,000 per Calculation Amount | ||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 22. | Form of Notes: | ||
| (i) | Form: | Bearer Notes: | |
| Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Bearer Notes only upon an Exchange Event |
|||
| (ii) | New Global Note: | No | |
| 23. | Financial Centre(s): | Stockholm | |
| 24. | Talons for future Coupons to be attached to Definitive Notes: |
No | |
| 25. | Renminbi Currency Events: | Not Applicable | |
| Signed on behalf of the Issuer: By: Jonas Westerberg Kimmy Samuelsson Duly authorised |
|||
Ratings:
The Notes to be issued are expected to be rated
Moody's: A1
$S\&P: A+$
Fitch:A+
Each of Moody's, Standard & Poor's and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).
Save for any fees payable to the dealers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The dealers 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.]
Not Applicable
apparent and an approximation provider
| (i) | ISIN Code: | Temporary ISIN Code XS0974237413, to be fungible with XS0850948075 after 40 days subsequent to Issue Date |
|---|---|---|
| (ii) | Common Code: . |
Temporary Common Code 097423741, to be fungible with $085094807$ after 40 davs subsequent to Issue Date |
| (iii) | Cusip: | Not Applicable |
| (iv) | CINS: | Not Applicable |
|---|---|---|
| (v) | Any clearing system(s) other than Not Applicable Euroclear Bank SA/NV and Clearstream Banking société (together with the anonyme address of each such clearing the relevant and system) identification number(s): |
|
| (vi) | Delivery: | Delivery against payment |
| (vii) | Names addresses and of additional Transfer Agents and/or Paying Agent(s) (if any): |
Not Applicable |
| (viii) | Intended to be held in a manner which would allow Eurosystem eligibility: |
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility |
criteria have been met.]
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| (i) | Method of distribution: | Non-syndicated |
|---|---|---|
| (ii) | If syndicated, names of Managers: | Not Applicable |
| (iii) | Date of Subscription Agreement: | Not Applicable |
| (iv) | Stabilising Manager(s) (if any): | Not Applicable |
| (v) | If non-syndicated, name Dealer: |
of Svenska Handelsbanken AB (publ) |
| (vi) | TEFRA D rules Whether are applicable or TEFRA rules are not applicable: |
TEFRAD |
Not Applicable
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