SECURITAS TREASURY IRELAND DESIGNATED ACTIVITY COMPANY (Incorporated with Limited Liability in Ireland) As Issuer €4,000,000,000 Euro Medium Term Note Programme
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18 June 2020 SECURITAS AB (publ) (incorporated with limited liability in Sweden) as Issuer and Guarantor and SECURITAS TREASURY IRELAND DESIGNATED ACTIVITY COMPANY (incorporated with limited liability in Ireland) as Issuer €4,000,000,000 Euro Medium Term Note Programme Under this €4,000,000,000 Euro Medium Term Note Programme (the “Programme”), Securitas AB (publ) (“Securitas AB”) and Securitas Treasury Ireland Designated Activity Company (“STI”) (each an “Issuer” and together, the “Issuers”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). Any Notes issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions herein. This does not affect any Notes already issued. Payments under the Notes issued by STI will be unconditionally and irrevocably guaranteed by Securitas AB (in such capacity, the “Guarantor”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €4,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuers (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see “Risk Factors”. This Offering Circular is valid for a period of twelve months from the date of approval. Such approval relates only to the Notes which are to be admitted to trading on the Regulated Market (as defined below) or other regulated markets for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, “MiFID II”) and/or which are to be offered to the public in any member state of the European Economic Area (“EEA”) or in the United Kingdom. The Issuers will, in the event of any significant new factor, material mistake or material inaccuracy relating to information included in this Offering Circular which may affect the assessment of any Notes, prepare a supplement to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent issue of Notes. The obligation to prepare a supplement to this Offering Circular in the event of any significant new factor, material mistake or material inaccuracy does not apply when the Offering Circular is no longer valid. This Offering Circular has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Regulation. The Central Bank only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuers, the Guarantor or the quality of the Notes that are the subject of this Offering Circular and investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”), for the Notes to be admitted to the Official List of Euronext Dublin (the “Official List”) and to trading on its regulated market (the “Regulated Market”). There can be no assurance that any such listing will be maintained. References in this Offering Circular to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Regulated Market and have been admitted to the Official List. The Regulated Market is a regulated market for the purposes of MiFID II. The requirement to publish a prospectus under the Prospectus Regulation (as defined below) only applies to Notes which are to be admitted to trading on a regulated market in the EEA or in the United Kingdom and/or offered to the public in the EEA or in the United Kingdom other than in circumstances where an exemption is available under Article 1(4) and/or Article 3(2) of the Prospectus Regulation. References in this Offering Circular to “Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Regulation. The Central Bank has neither approved nor reviewed information contained in this Offering Circular in connection with Exempt Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will, with respect to all Notes other than Exempt Notes, be set out in a final terms document (the “Final Terms”) which will be filed with the Central Bank. Copies of Final Terms in relation to Notes to be listed on the Official List will also be published on the website of Euronext Dublin. In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the “Pricing Supplement”). Amounts payable on Floating Rate Notes will be calculated by reference to one of LIBOR, SONIA, EURIBOR, STIBOR or NIBOR as specified in the applicable Final Terms. As at the date of this Offering Circular, the administrators of LIBOR, SONIA and EURIBOR are included on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (“ESMA”) under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”); the administrators of STIBOR and NIBOR are not included on the register of administrators and benchmarks established and maintained by the ESMA under Article 36 of the Benchmarks Regulation. As far as the Issuers and the Guarantor are aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that administrators of STIBOR and NIBOR are not currently required to obtain authorisation/registration (or, if located outside the European Union or the United Kingdom, recognition, endorsement or equivalence). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. Securitas AB has been rated BBB by S&P Global Ratings Europe Limited (“S&P”). The Programme has been rated BBB by S&P. S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”). As such S&P is included in the list of credit rating agencies published by ESMA on its website (www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated by S&P or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the rating assigned to the Programme by S&P. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger ING Dealers BBVA CIC Market Solutions Citigroup Commerzbank Danske Bank DNB Bank ASA, Sweden Branch ING KBC Bank SEB UniCredit Bank The date of this Offering Circular is 18 June 2020 2 This Offering Circular comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. When used in this Offering Circular, “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended or superseded. PRIIPs / IMPORTANT – EEA AND UK RETAIL INVESTORS – If the Final Terms in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes) includes a legend entitled "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 EEA or in the United Kingdom. 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 MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU (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 the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom 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 United Kingdom may be unlawful under the PRIIPs Regulation.