ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL) (Incorporated with Limited Liability in the Kingdom of Sweden)
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BASE PROSPECTUS ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL) (incorporated with limited liability in The Kingdom of Sweden) Guaranteed by ALFA LAVAL AB (PUBL) (incorporated with limited liability in The Kingdom of Sweden) EUR 1,500,000,000 Euro Medium Term Note Programme Under this EUR 1,500,000,000 Euro Medium Term Note Programme (the "Programme") Alfa Laval Treasury International AB (publ) (the "Issuer") may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by Alfa Laval AB (publ) (the "Guarantor"). This base prospectus (the "Base Prospectus") has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority for the purposes of Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive"). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This Base Prospectus comprises a Base Prospectus for the purposes of Article 5.4 of the Prospectus Directive. Such approval relates only to Notes that are to be admitted to trading on the regulated market of the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") or on another regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II"), and/or that are to be offered to the public in any member state of the European Economic Area in circumstances that require the publication of a prospectus. Application will be made to Euronext Dublin for Notes issued under the Programme within twelve months after the date hereof to be admitted to the Official List of Euronext Dublin (the "Official List") and trading on its regulated market. Euronext Dublin’s regulated market is a regulated market for the purposes of MiFID II. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. The Issuer has been rated BBB+ by S&P Global Ratings Europe Limited ("S&P"). The Guarantor has been rated BBB+ by S&P. The Programme has been rated BBB+ by S&P. S&P is established in the European Union and registered under Regulation (EU) No. 1060/2009, as amended (the "CRA Regulation"). As such, S&P is included in the list of registered credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by the rating agency referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms 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. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Guarantor to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. The Notes and the Guarantee of the Notes (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act, unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. Arranger SEB Dealers BNP PARIBAS HSBC ING NORDEA SEB 17 June 2019 IMPORTANT NOTICES Responsibility for this Base Prospectus Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Base Prospectus and any Final Terms (as defined herein) for each Tranche of Notes issued under the Programme and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Final Terms/Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called the final terms (the "Final Terms") or, as the case may be, as supplemented, amended or replaced to the extend described in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under " Final Terms and Drawdown Prospectuses" below. Other relevant information This Base Prospectus must be read and construed together with any supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. The Issuer and the Guarantor have confirmed to the Dealers named under "Subscription and Sale" below that this Base Prospectus contains all information which is (in the context of the Programme, the issue, the offering and sale of the Notes and the Guarantee of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, the offering and sale of the Notes and the Guarantee of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. Unauthorised information No person has been authorised by the Issuer or the Guarantor to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or the Guarantor or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Guarantor or any Dealer. None of the Arranger or the Dealers have separately verified the information contained in this Base Prospectus. None of the Arranger, the Dealers or any of their respective affiliates have authorised the whole or any part of this Base Prospectus and none of them makes any representation or warranty or 0017972-0000147 ICM:32632780.16 - ii - accepts any responsibility or liability as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus, or any of the information provided by the Issuer or the Guarantor in connection with the Programme. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer or the Guarantor since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Restrictions on distribution The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. The Issuer, the Guarantor and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. No Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Final Terms comes are required by the Issuer, the Guarantor and the Dealers to inform themselves about and to observe any such restrictions on the distribution of this Base Prospectus and the offering and sale of the Notes.