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Swedish Match Capital/Financing Update 2022

Jan 21, 2022

2979_rns_2022-01-21_7eb3cd47-7e20-442c-8a8f-70e6175b0be3.pdf

Capital/Financing Update

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FINAL TERMS

MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

19 January 2022

SWEDISH MATCH AB (PUBL)

Legal Entity Identifier (LEI): 529900YVXCGNW AUYZG78

Issue of SEK 200,000,000 1.395 per cent. Fixed Rate Notes due 24 February 2026 (to be consolidated and form a single series with the existing SEK 700,000,000 1.395 per cent. Fixed Rate Notes due 24 February 2026, issued on 24 February 2021, the SEK 100,000,000 1.395 per cent. Fixed Rate Notes due 24 February 2026, issued on 5 March 2021, and the SEK 200,000,000 1.395 per cent. Fixed Rate Notes due 24 February 2026, issued on 13 September 2021) under the €2,000,000,000

Global Medium Term Note Programme

PART A- CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purpose of the Conditions (the Conditions) set forth in the Offering Circular dated 26 November 2020 which are incorporated by reference in the Offering Circular dated 25 November 2021. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Offering Circular dated 25 November 2021 (the Offering Circular) which constitutes a base prospectus for the purposes of the UK Prospectus Regulation, including the Conditions incorporated by reference in the Offering Circular, in order to obtain all the relevant information. The Offering Circular has been published on the website of the Issuer (https://www.swedishmatch.com/lnvestors0

1. Issuer: Swedish Match AB (publ)
2. (i) Series Number: 50
(ii) Tranche Number: 4
(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 700,000,000 1.395 per
cent. Fixed Rate Notes due 24 February 2026, issued
on 24 February 2021 (the "Tranche 1 Notes"), the
SEK 100,000,000 1.395 per cent. Fixed Rate Notes
due 24 February 2026, issued on 5 March 2021 (the
"Tranche 2 Notes"), and the SEK 200,000,000 1.395
per cent. Fixed Rate Notes due 24 February 2026,
issued on 13 September 2021 (the "Tranche 3

Notes") on exchange of the Temporary Bearer Global Note for interests in the Permanent Bearer Global Note, as referred to in paragraph 24 below,

which is expected to occur on or about 2 March 2022.

3. Specified Currency or Currencies: Swedish Kronor ("SEK")
4. Aggregate Nominal Amount:
(i) Tranche: SEK 200,000,000
(ii) Series: SEK 1,200,000,000
5. Issue Price of Tranche: 98.547 per cent. of the Aggregate Nominal Amount
plus
accrued
interest from
and
including
24
February 2021
6. (i) Specified Denominations: SEK 2,000,000 and integral multiples of SEK
1,000,000 in excess thereof up to and including SEK
3,000,000. No Notes in definitive form will be
issued with a denomination above SEK 3,000,000
(ii) Calculation Amount: SEK 1,000,000
7. (i) Issue Date: 21 January 2022
(ii) Interest Commencement Date: 24 February 2021
8. Maturity Date: 24 February 2026
9. Interest Basis: 1.395 per cent. Fixed Rate
(see paragraph 14 below)
10. Redemption Basis: Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100.00 per cent. of their nominal
amount
11. Change oflnterest Basis: Not Applicable
12. Put/Call Options: Change of Control Put
(see paragraph 21 below)
13. Date
obtained:
of Notes
Board
approval
for
issuance
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions Applicable
(i) Rate(s) oflnterest: 1.395 per cent. per annum payable in arrear on each
Interest Payment Date
(ii) Interest Payment Date(s): 24 February in each year, commencing 24 February
2022 up to and including the Maturity Date
(iii) Fixed Coupon Arnount(s): SEK 13,950 per Calculation Amount
(iv) Broken Arnount(s): Not Applicable
(v) Day Count Fraction: 30/360
(vi) Determination Date(s): Not Applicable
15. Floating Rate Note Provisions Not Applicable
16. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
17. Issuer Call Not Applicable
18. Issuer Residual Call: Not Applicable
19. Make-Whole Redemption: Not Applicable
20. Investor Put Not Applicable
21. Change of Control Put Applicable
22. Final Redemption Amount SEK 1,000,000 per Calculation Amount
23. default: Early Redemption Amount of each Note payable on
redemption for taxation reasons or on event of
SEK 1,000,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

  1. Form of Notes Bearer Notes

Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event.

Notes shall not be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14 December 2005.

  1. Additional Financial Centre(s) Not Applicable

  2. Talons for future Coupons to be attached to No Definitive Bearer Notes:

By: Duly authorised .A~~ .c~ , l:~o

PART B- OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading: Application has been made by the Issuer ( or on its
behalf) for the Notes to be admitted to trading on the
London Stock Exchange's main market and listing on
the Official List of the FCA with effect from the
Issue Date.
(ii) Estimate of total expenses related to admission to
trading:
GBP 500
2. RATINGS
Ratings The following ratings reflect ratings assigned to
Notes of this type issued under the Programme
generally:
Moody's Investors Service (Nordics) AB: Baa2
S&P Global Ratings Europe Limited: BBB
Moody's in its 26 January 2021 publication entitled
"Rating Symbols and Definitions "describe a credit
rating of "Baa2" in the following terms "Obligations
rated Baa are judged to be medium-grade and subject
to moderate credit risk and a such may possess a
certain speculative characteristics. Moody's appends
numerical modifiers 1,2 and 3 to each generic rating
classification from Aa through Caa. The modifier 1
indicates that the obligation ranks in the higher end
of its generic rating category, the modifier 2 indicates
a mid-range ranking, and the modifier 3 indicates a
ranking in the lower end of that generic rating
category".
S&P in its 5 January 2021 publication entitled "S&P
Global Ratings Definitions" describe a credit rating
of "BBB" in the following terms "An obligation
rated 'BBB' exhibits adequate protection parameters.
However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor's
capacity to meet its financial commitments on the

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

Save for the fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and .its 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.

obligation."

Indication of yield: 1.766 per cent. per annum
The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
yield.
5. REASONS
FOR
THE
OFFER
AND
ESTIMATED NET PROCEEDS
(i) Reasons for the offer: See "Use of Proceeds" in the Offering Circular
(ii) Estimated net proceeds: SEK 199,434,250
6. OPERATIONAL INFORMATION
(i) ISIN: Temporary ISIN XS2435651547 to be consolidated
and form a single Series with the existing ISIN
XS2306815114 on the exchange of the Temporary
Bearer Global Note for interest in the Permanent
Bearer Global Note, as referred to in Part A,
paragraph 2(iii) above.
(ii) Common Code: Temporary
Common
Code
243565154
to
be
consolidated and form a single Series with the
existing Common Code 230681511 on the exchange
of the Temporary Bearer Global Note for interest in
the Permanent Bearer Global Note, as referred to in
Part A, paragraph 2(iii) above.
(iii) CUSIP: Not Applicable
(iv) CINS: Not Applicable
(v) CFI: See the website of the Association of National
Numbering
Agencies
(ANNA)
or
alternatively
sourced from the responsible National Numbering
Agency that assigned the ISIN
(vi) FISN: See the website of the Association of National
Numbering
Agencies
(ANNA)
or
alternatively
sourced from the responsible National Numbering
Agency that assigned the ISIN
(vii) Any clearing system(s) other than DTC,
Euroclear Bank SA/NV and Clearstream
Banking
S.A.
and
the
relevant
identification number(s):
Not Applicable
(viii) Names and addresses of additional Paying
Agent(s) (if any):
Not Applicable
(ix) Registrar: Not Applicable
7. DISTRIBUTION
  • (i) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
  • (ii) Prohibition of Sales to EEA Retail Not Applicable Investors:
  • (iii) Prohibition of Sales to UK Retail Not Applicable Investors:
  • (iv) Prohibition of Sales to Belgian Applicable Consumers: