Ellevio EMTN Prospectus September 2016
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Ellevio AB (publ) (incorporated with limited liability under the laws of Sweden with registered number 556037-7326) EUR 10,000,000,000 Multicurrency programme for the issuance of Bonds unconditionally and irrevocably guaranteed by Ellevio Holding 4 AB (incorporated with limited liability under the laws of Sweden with registered number 559005-2451 Ellevio AB (publ) (“Ellevio” or the “Issuer”) has established a multicurrency programme for the issuance of bonds (the “Bonds”) from time to time denominated in any currency agreed between the Issuer and the Relevant Dealer (as defined below). Ellevio Holding 4 AB (the “Guarantor”) has unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Trust Deed (as defined below), each Class (as defined below) of Bonds, the Receipts (as defined below) and the Coupons (as defined below). Its obligations in that respect (the “Guarantee”) are contained in the STID (as defined below).This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”) as competent authority under Directive 2003/71/EC as amended (which includes amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) (the “Prospectus Directive”). The Central Bank only approves the Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc for Bonds issued under the EUR10,000,000,000 multicurrency programme (the “Bond Programme”) during the period of 12 months after the date hereof, to be admitted to trading on the Irish Stock Exchange’s regulated market (the “Main Securities Market”) and to be listed on the official list (the “Official List”) of the Irish Stock Exchange. References in this Prospectus to Bonds being “listed” (and all related references) shall mean that such Bonds are intended to be admitted to trading on the Main Securities Market and are intended to be listed on the Official List. The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the “Market in Financial Instruments Directive”) of the European Parliament and of the Council on markets in financial instruments. The Bond Programme provides that Bonds may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the Relevant Dealer. The Issuer may also issue unlisted Bonds. The Bonds may be issued on a continuing basis to one or more of the Dealers specified under Chapter 3 (“The Parties”) and any additional Dealer appointed under the Bond Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the “Relevant Dealer”, in the case of an issue of Bonds being (or intended to be) subscribed by more than one Dealer, shall be to all Dealers agreeing to subscribe to such Bonds. Interests in a Temporary Global Bond (as defined below) will be exchangeable for Permanent Global Bonds or definitive securities in bearer form on or after the date 40 days after the later of the commencement of the offering and the relevant issue date , upon certification as to non-U.S. beneficial ownership as more fully described in Chapter 9 (“Terms and Conditions of the Bonds”) under “Form, Denomination and Title”. See Chapter 2 (“Risk Factors”) for a discussion of certain factors to be considered in connection with an investment in the Bonds. Arranger The Royal Bank of Scotland Dealers BNP PARIBAS SEB The Royal Bank of Scotland Prospectus dated 2 September 2016 ELECTRONIC NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following disclaimer applies to this Prospectus attached to this electronic transmission and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of this Prospectus. In accessing this Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTIONS. THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. IF THE SECURITIES ARE SOLD IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE SECURITIES MAY NOT BE OFFERED OR SOLD TO ANY U.S. PERSON OR ADDRESS IN THE UNITED STATES EXCEPT TO ACCREDITED INVESTORS (AS DEFINED IN THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER). THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Prospectus electronically or otherwise to any other person. In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, investors must not be U.S. persons (within the meaning of Regulation S under the Securities Act). This Prospectus is being sent at your request and, by accessing this Prospectus, you shall be deemed to have confirmed and represented to us that: (i) you have understood and agree to the terms set out herein; (ii) you consent to delivery of this Prospectus and any amendment or supplement thereto by electronic transmission; (iii) you are not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address that you have given to us and to which this email has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia; and (iv) if you are a person in the United Kingdom, you are a person who: (A) has professional experience in matters relating to investments; or (B) is a high net worth entity falling within Articles 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2005 or a 2 certified high net worth individual within Article 48 of the Financial Services and Markets Act (Financial Promotion) Order 2005. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and The Royal Bank of Scotland plc, BNP Paribas, London Branch or Skandinaviska Enskilda Banken AB (publ) or any Affiliate of any of the above is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by The Royal Bank of Scotland plc, BNP Paribas, London Branch or Skandinaviska Enskilda Banken AB (publ) or such Affiliate on behalf of the Issuer in such jurisdiction. In relation to The Royal Bank of Scotland plc, the term “Affiliate”" shall not include (a) the UK government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (b) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer or any of The Royal Bank of Scotland plc, BNP Paribas, London Branch or Skandinaviska Enskilda Banken AB (publ) (nor any person who controls any of them respectively or any director, officer, employee or agent of any of them respectively or Affiliate of any such person) accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from The Royal Bank of Scotland plc, BNP Paribas, London Branch and Skandinaviska Enskilda Banken AB (publ).