Admission to Trading of the Shares in Essity Aktiebolag (Publ) on Nasdaq Stockholm Important Information
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Admission to trading of the shares in Essity Aktiebolag (publ) on Nasdaq Stockholm Important information For certain definitions used in this prospectus, see Certain“ definitions” on the next page. This prospectus has been prepared following a resolution at the 2017 Annual General Meeting of Svenska Cellulosa Aktiebolaget SCA (publ) (“SCA”) to distribute to SCA’s shareholders the shares in Essity Aktiebolag (publ) (“Essity” or the “Company”) and the Board of Directors of Essity’s application for listing of those shares on Nasdaq Stockholm. A Swedish version of this prospectus has been approved and registered by the Swedish Financial Supervisory Authority (the “SFSA”) in accordance with Chapter 2, Sections 25 and 26 of the Swedish Financial Instruments Trading Act (lagen (1991:980) om handel med finansiella instrument). Approval and registration does not imply that the SFSA guarantees that the information in the prospectus is accurate or complete. The prospectus is governed by Swedish law. Disputes arising in connection with this prospectus and related legal matters shall be settled exclusively by Swedish courts. The prospectus has been prepared in both Swedish and English language versions. The English version contains certain sections specifically directed to holders outside of Sweden, which are not included in the Swedish version. In the event of any conflict between the versions, the Swedish version shall prevail. This prospectus has been prepared for the purpose of Essity’s application of admission to trading of the shares in Essity on Nasdaq Stockholm and does not contain any offer to subscribe for, or in any other way acquire shares or other financial instruments in the Company, neither in Sweden nor in any other jurisdiction. The prospectus and thereto related documents may not be distributed to or into the United States, Canada, Australia, Japan or any other jurisdiction where such distribution would require additional prospectuses, registration or measures besides those required by Swedish law or otherwise would be in conflict with applicable regulations in such countries or in such jurisdictions. Recipients of this prospectus are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations. Investing in shares is associated with risk (see “Risk factors”). When an investor makes an investment decision, he or she must rely on his or her own analysis of Essity, including applicable facts and risks. Investors may only rely on the information in this prospectus and any possible supplements to this prospectus. No person is authorized to provide any information or make any statements other than those made in this prospectus. Should such information or statement nevertheless be provided or be made it should not be considered to have been approved by Essity, and Essity is not responsible for such information or statements. Neither the publication of this prospectus nor any transaction made in respect of it shall be deemed to imply that the information in this prospectus is accurate or applicable at any time other than on the date of the publication of this prospectus or that there have been no changes in Essity’s business since this date. If significant changes relating to the information contained in this prospectus occur, such changes will be announced in accordance with the provisions on prospectus supplements under the Swedish Financial Instruments Trading Act. Information to investors in the United States The distribution of Essity’s shares has not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Essity shares have not been approved or disapproved by the United States Securities and Exchange Commission (“SEC”), any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the distribution of the Essity shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Essity will be relying on an exemption provided by Rule 12g3-2(b) under the United States Securities Exchange Act of 1934, as amended, and therefore will not be required to register its shares with the SEC. In accordance with Rule 12g3-2(b), Essity will make available certain documents on its website. These documents will consist primarily of English-language versions of its annual reports, press releases and certain other information made public in Sweden. However, Essity will not be required to file with the SEC annual reports on Form 20-F or furnish reports on Form 6-K. Essity will establish an American depositary receipt program (“ADR Program”) pursuant to a deposit agreement, setting out the terms of the program. For more information about Essity’s ADR Program and on the procedure pursuant to which holders of current SCA American depositary shares will receive Essity American depositary shares (“ADS”) representing the Essity shares deliverable to such holders, see “American depositary shares” in the section entitled “Information regarding the distribution of Essity” and “Depositary shares” in the section entitled “Share capital and ownership structure”. Forward-looking statements The prospectus contains certain forward-looking information that reflects Essity’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information. Factors that may cause Essity’s future results and development to differ from the forward-looking information include among other those described in “Risk factors”. The forward-looking information contained in this prospectus applies only as at the date of this prospectus. Essity does not undertake any obligation to publicly announce any update or change in the forward-looking information as a result of new information, future events or similar circumstances other than as required by applicable laws and regulations. Presentation of financial information Certain figures in this prospectus, including financial data, have been rounded. Accordingly, figures shown in totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them. Table of contents Important dates Summary ................................................................................................ 2 Last day of trading in SCA’s shares of Class A and Class B, Risk factors ...........................................................................................10 respectively, with the right to the distribution of shares of Class A and Class B in Essity, respectively: ���������������������� June 9, 2017 Exchange rate information and regulation ................................. 18 SCA’s shares of Class A and Class B, respectively, Background and reasons ................................................................ 19 are traded excluding the right to the distribution of shares Information regarding the distribution of Essity .................. 20 of Class A and Class B in Essity, respectively: �������������������� June 12, 2017 Market and business description ������������������������������������������������ 22 Record date for receipt of shares in Essity Selected historical financial information .................................... 40 and Essity ADSs: .................................................................................. June 13, 2017 Operational and financial review �������������������������������������������������� 48 Estimated first day of trading in Essity’s shares of Class A and Class B, respectively, on Nasdaq Stockholm: ............ June 15, 2017 Capitalization and other financial information .......................... 62 Estimated date of delivery of Essity ADSs: .............................. June 15, 2017 Board of directors, executive management and auditor ����� 65 Corporate governance ..................................................................... 71 Share capital and ownership structure ��������������������������������������� 76 Other information Articles of association ...................................................................... 79 Legal considerations and supplementary information .......... 81 Ticker symbol Class A share: ������������������������������������������������������������ ESSITY A Certain tax issues ............................................................................. 84 Ticker symbol Class B share: ............................................................ ESSITY B Historical financial information ..................................................... F-1 ISIN code Class A share: ........................................................ SE0009922156 Addresses .......................................................................................... A-1 ISIN code Class B share: ��������������������������������������������������������