Capital/Financing Update • Jul 28, 2023
Capital/Financing Update
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These amended and restated Final Terms dated 28 July 2023 amend and restate the Final Terms dated 22 February 2021, under which the Notes described herein were originally issued, and record the final terms of those Notes (as amended by a supplemental agency agreement dated 28 July 2023 (the Supplemental Agency Agreement) made between Swedish Match AB (publ) and the agents referred to therein). These amended and restated Final Terms shall become effective on and from 28 July 2023.
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.
UK MiFIR 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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook 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.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 26 November 2020 (the Offering Circular) which constitutes a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Offering Circular and the Supplemental Agency Agreement in order to obtain all the relevant information. The Offering Circular has been published on the website of the Issuer (https://www.swedishmatch.com/Investors/).
| 2. | (i) | Series Number: | 50 |
|---|---|---|---|
| (ii) | Tranche Number: | 1 | |
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | Swedish Kronor ("SEK") | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Tranche: | SEK 700,000,000 | |
| (ii) | Series: | SEK 700,000,000 | |
| 5. | Issue Price of Tranche: | 100.000 per cent. of the Aggregate Nominal Amount |
|
| 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: | 24 February 2021 |
| (ii) | Interest Commencement Date: | Issue Date | |
| 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 per cent. of their nominal amount |
|
| 11. | Change of Interest Basis: | Not Applicable | |
| 12. | Put/Call Options: | Change of Control Put (see paragraph 19 below) |
|
| 13. | Date Board approval for issuance of Notes obtained: |
Not Applicable | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE |
| 14. | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (i) | Rate(s) of Interest: | 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 Amount(s): | SEK 13,950 per Calculation Amount | ||
| (iv) | Broken Amount(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. | Investor Put | Not Applicable | ||
| 19. | Change of Control Put | Applicable | ||
| 20. | Final Redemption Amount | SEK 1,000,000 per Calculation Amount | ||
| 21. | Early Redemption Amount of each Note payable on redemption for taxation |
SEK 1,000,000 per Calculation Amount |
reasons or on event of default:
| 22. | Form of Notes | Bearer Notes |
|---|---|---|
| Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Bearer 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 |
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| 23. | Additional Financial Centre(s) | Not Applicable |
| 24. | Talons for future Coupons to be attached to Definitive Bearer Notes: |
No |
| 25. | Other final terms or special conditions: | Until the expiry of the period of 40 calendar days after the date of these amended and restated Final Terms, sales of the Notes described herein may not be made in the United States or to U.S. persons (as defined |
in Regulation S under the United States
Securities Act of 1933, as amended (the Securities Act)) unless made outside the United States pursuant to Rule 903 and 904 of Regulation S under the Securities Act.
Not Applicable
Signed on behalf of Swedish Match AB (publ):
By:
Duly authorised
Ratings The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally:
Moody's Investors Service Ltd. ("Moody's"): Baa2
S&P Global Ratings Europe Limited ("S&P"): BBB
Each of Moody's and S&P is established in the United Kingdom and European Union respectively and is registered under Regulation (EC) No. 1060/2009 (as amended).
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 obligation."
Save for the fees payable to Nordea Bank Abp (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.
| Indication of yield: | 1.395 per cent. p.a. | |||
|---|---|---|---|---|
| The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. |
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| 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 698,950,000 | ||
| 6. | OPERATIONAL INFORMATION | |||
| (i) | ISIN: | XS2306815114 | ||
| (ii) | Common Code: | 230681511 | ||
| (iii) | CUSIP: | Not Applicable | ||
| (iv) | CINS: | Not Applicable | ||
| (v) | CFI: | DTFXFB, as updated, as set out on 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: | SWEDISH MATCH A/1.395 MTN 20260224, as updated, as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN |
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| (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 and UK Retail Investors: |
Not Applicable | |
| (iii) | Prohibition of Sales to Belgian Consumers: |
Applicable |
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