ESSITY AKTIEBOLAG (PUBL) (Incorporated with Limited Liability in Sweden with the Registered Number 556325-5511) ESSITY CAPITAL B.V
Total Page:16
File Type:pdf, Size:1020Kb
BASE PROSPECTUS ESSITY AKTIEBOLAG (PUBL) (incorporated with limited liability in Sweden with the registered number 556325-5511) ESSITY CAPITAL B.V. (incorporated with limited liability in the Netherlands and registered with the commercial register number 82525897) Euro 6,000,000,000 Euro Medium Term Note Programme Unconditionally and irrevocably guaranteed by (in respect of Notes issued by Essity Capital B.V. only) ESSITY AKTIEBOLAG (PUBL) This document constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation") for the purposes of giving information with regard to the issue of notes (the "Notes") by Essity Aktiebolag (publ) ("Essity") or Essity Capital B.V. ("Essity Capital") (each an "Issuer" and, together, the "Issuers") under the Euro Medium Term Note Programme (the "Programme") described herein (the "Base Prospectus"). Notes under the Programme may be issued by either Issuer. Notes issued by Essity Capital will be unconditionally and irrevocably guaranteed by Essity (in such capacity, the "Guarantor") pursuant to a deed of guarantee dated 7 May 2021 (the "Deed of Guarantee"). Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Notes already in issue. Pursuant to the Programme, an Issuer may from time to time issue Notes denominated in any currency agreed between such Issuer and the relevant Dealer(s) (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed Euro 6,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement 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 "General Description 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 Base Prospectus 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 subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") as a base prospectus issued in compliance the Prospectus Regulation for the purpose of giving information with regard to the issue of Notes under the Programme. The CSSF is the Luxembourg competent authority for the purposes of the Prospectus Regulation and the Luxembourg Law dated 16 July 2019 relating to prospectuses for securities, as amended (the "Prospectus Law"). By approving this Base Prospectus in accordance with Article 6(4) of the Prospectus Law, the CSSF gives no undertaking as to the economic or financial opportuneness of any transaction or the quality and solvency of either of the Issuers or the Guarantor. The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of either of the Issuers or the Guarantor nor as an endorsement of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the sustainability of investing in such Notes. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, " MIFID II"). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the "Final Terms") which, with respect to Notes to be listed and admitted to trading on the Luxembourg Stock Exchange, will be filed with the CSSF on or before the date of issue of the Notes of such Tranche. Pursuant to Articles 12(1) and 21(8) of the Prospectus Regulation, this Base Prospectus will remain valid until the expiry of 12 months from the date hereof, that being 7 May 2021. Consequently, the obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply once this Base Prospectus is no longer valid. This Base Prospectus will be published in electronic form on the website of Essity (https://www.essity.com/investors/debt-market/debt-programmes). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the relevant Issuer and the relevant Dealer(s). The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Issuer may agree with the relevant Dealer(s) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Essity has been assigned a Baa1 long-term senior unsecured rating with a stable outlook by Moody's Deutschland GmbH ("Moody's") and a BBB+ long- term senior unsecured rating with a stable outlook by S&P Global Ratings, acting through S&P Global Ratings Europe Limited (" Standard & Poor's"). Series of Notes issued under the Programme may be rated by Moody's and/or Standard & Poor's. Moody's and Standard & Poor's are established in the European Economic Area and are registered under Regulation (EC) No. 1060/2009 on credit rating agencies (the "EU CRA Regulation"). As such Moody's and Standard & Poor's are included in the list of registered credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website in accordance with such Regulation at www.esma.europa.eu/page/List- registered-and-certified-CRAs (list last updated as of 4 January 2021). 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. Please also refer to "Ratings" in the Important Notices section of this Base Prospectus. Arranger and Dealer Citigroup Dealers BNP PARIBAS Crédit Agricole CIB Deutsche Bank NatWest Markets The date of this Base Prospectus is 7 May 2021. IMPORTANT NOTICES Responsibility for this Base Prospectus Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes. To the best of the knowledge and belief of each Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Each of the Issuers and the Guarantor having made all reasonable enquiries, confirms that this Base Prospectus contains or incorporates all information which is material in the context of the issuance and offering of Notes, that the information contained or incorporated in this Base Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Base Prospectus are honestly held and that there are no other facts the omission of which would make this Base Prospectus or any of such information or the expression of any such opinions or intentions misleading. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealers or the Managers, as the case may be. Other relevant information This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. The Dealers make no representation, warranty or undertaking, express or implied, and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuers or the Guarantor in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuers or the Guarantor in connection with the Programme. The Dealers accept no responsibility for any acts or omissions of the Issuers or the Guarantor or any third party in connection with the issue and offering of Notes. Unauthorised Information The Issuers and the Guarantor are responsible for the information contained in this Base Prospectus and have not authorised anyone to provide any other information, and the Issuers, the Guarantor and the Dealers take no responsibility for any other information that others may supply.