Prospectus • Jul 28, 2023
Prospectus
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This amended and restated Pricing Supplement dated 28 July 2023 amends and restates the Pricing Supplement relating to the Notes with the Series Number 51 and ISIN: XS2329603539, under which the Notes described herein were originally issued, and records 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). This amended and restated Pricing Supplement shall become effective on and from 28 July 2023.
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA) or in the United Kingdom (the UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the Prospectus Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
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.
This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Offering Circular dated 26 November 2020 (the Offering Circular) and the Supplemental Agency Agreement. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement, the Offering Circular and the Supplemental Agency Agreement.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Offering Circular dated 26 November 2020 which are incorporated by reference in the Offering Circular.
| 1. | Issuer | Swedish Match AB (publ) | |
|---|---|---|---|
| 2. | (i) | Series Number | 51 |
| (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 Krona ("SEK") | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | SEK 300,000,000 | |
| (ii) | Tranche: | SEK 300,000,000 | |
| 5. | Issue Price of Tranche: | 100 per cent. of the Aggregate Nominal Amount |
|
| 6. | (i) | Specified Denominations: | SEK 1,000,000 |
| (ii) | Calculation Amount | SEK 1,000,000 | |
| 7. | (i) | Issue Date: | 12 April 2021 |
| (ii) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | 12 April 2029 | |
| 9. | Interest Basis: | 2.19 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 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 | 2.19 per cent. per annum payable in arrear on each Interest Payment Date |
|
| (ii) | Interest Payment Date(s) | 12 April in each year from and including 12 April 2022 up to and including the Maturity Date |
|
| (iii) | Fixed Coupon Amount(s): | 21,900 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 | SEK 1,000,000 per Calculation Amount |
payable on redemption for taxation reasons or on event of default:
| 22. | Form of Notes: | Bearer Notes: |
|---|---|---|
| (i) Form: |
Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes on 60 days' notice given at any time |
|
| 23. | Additional Financial Centre(s): | Not Applicable |
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.
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
No
Signed on behalf of Swedish Match AB (publ):
By:
Duly authorised
Listing and Admission to Trading: Not Applicable
Ratings Not Applicable
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 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.
| (i) | ISIN: | XS2329603539 | |
|---|---|---|---|
| (ii) | Common Code: | 232960353 | |
| (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/Not Applicable/Not Available |
|
| (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/Not Applicable/Not Available |
|
| (vii) | Any clearing system(s) other than DTC, Euroclear Bank SA/NV and Clearstream Banking SA and the relevant identification number(s) |
Not Applicable | |
| (viii) | Registrar: | Not Applicable | |
| 5. | DISTRIBUTION | ||
| (i) | Method of distribution: | Non-syndicated | |
| (ii) | If syndicated, names of Managers: | Not Applicable | |
| (iii) | Stabilisation Manager(s) (if any): | Not Applicable | |
| (iv) | If non-syndicated, name of relevant Dealer: |
SEK Securities (Aktiebolaget Svensk Exportkredit (publ)) |
|
| (v) | U.S. Selling Restrictions: | TEFRA D | |
|---|---|---|---|
| -- | ----- | ---------------------------- | --------- |
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