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If P&C Insurance Holding

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If P&C Insurance Holding IF P&C INSURANCE HOLDING LTD (a company incorporated under the laws of Sweden with reg. no. 556241-7559) SEK 1,000,000,000 Perpetual Floating Rate Restricted Tier 1 Notes Issue price: 100 per cent. The SEK 1,000,000,000 Perpetual Floating Rate Restricted Tier 1 Notes (the "Notes") are issued by If P&C Insurance Holding Ltd (the "Issuer"). The Notes will bear interest on their Prevailing Principal Amount at a rate per annum, equal to the sum of the Screen Rate plus the Margin, payable quarterly in arrear on 22 March, 22 June, 22 September and 22 December in each year commencing on 22 June 2018, subject to cancellation as provided below and further described in the Conditions. The Issuer may elect at any time to cancel (in whole or in part) any Interest Payment otherwise scheduled to be paid on any Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel an Interest Payment upon the occurrence of a Regulatory Deficiency Event. Any interest accrued in respect of an Interest Payment Date which falls on or after the date on which a Trigger Event occurs shall also be cancelled. The cancellation of any Interest Payment shall not constitute a default for any purpose on the part of the Issuer. Any Interest Payment (or part thereof) which is cancelled in accordance with the Conditions shall not become due and payable in any circumstances. Subject as provided in the Conditions, all payments in respect of or arising from the Notes are conditional upon the Issuer being "Solvent" at the time of payment and immediately thereafter, as further described in Condition 2 (Status and Subordination). Subject as provided above, the Issuer may, subject to the Regulatory Pre-Conditions, redeem the Notes at their Prevailing Principal Amount together with any accrued interest and unpaid interest on the First Call Date or any Interest Payment Date thereafter. See "Terms and Conditions of the Notes — Condition 7(b) (Redemption, Purchase, Substitution and Variation— Redemption at the Option of the Issuer)". The Issuer will also have the right, subject to the Regulatory Pre-Conditions, upon the occurrence of certain tax events, capital events, accounting events or rating agency events, to redeem the Notes at their Prevailing Principal Amount together with any accrued interest and unpaid interest or vary or substitute the Notes for Qualifying Notes. See "Terms and Conditions of the Notes — Condition 7(c) (Redemption, Purchase, Substitution and Variation — Special Event redemption)". If at any time, a Trigger Event occurs, the Prevailing Principal Amount of the Notes will be Written Down to SEK 0.01, as further provided in Condition 6 (Principal Loss Absorption). The Prevailing Principal Amount may, in the sole and absolute discretion of the Issuer and subject to certain conditions, be subsequently reinstated (in whole or in part), as further described in Condition 6(c) (Discretionary Reinstatement). The Notes are perpetual securities with no fixed redemption date. The Issuer shall only have the right to redeem or purchase the Notes in accordance with the Conditions. Noteholders have no right to require the Issuer to redeem or purchase the Notes at any time. An investment in the Notes involves certain risks. For a discussion of these risks, see "Risk Factors" on pages 5 to 25. This Prospectus has been approved as a Prospectus by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the competent authority in Luxembourg for the purposes of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended (the "Luxembourg Prospectus Law"), which implements Directive 2003/71/EC, as amended (the "Prospectus Directive"). The CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in line with the provisions of Article 7(7) of the Luxembourg Prospectus Law. Application has been made for the Notes to be admitted to listing on the official list and trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU, as amended, "MiFID II"). The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area ("EEA"), as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to time). Prospective investors are referred to the section headed "Prohibition on marketing and sales to retail investors" on page 1 of this Prospectus for further information. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Joint Lead Managers (as defined in "Subscription and Sale") in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be in bearer form and in the denomination of SEK 2,000,000 and integral multiples of SEK 1,000,000. The Notes will initially be in the form of a temporary global note (the "Temporary Global Note"), without interest coupons, which will be deposited on or around 22 March 2018 (the "Issue Date") with a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a separate permanent global note (the "Permanent Global Note" and, together with the Temporary Global Note the "Global Notes"), without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in the denomination of SEK 2,000,000 and integral multiples of SEK 1,000,000 each and with interest coupons attached. See "Form of the Notes". The Notes will be rated BB+ by Standard & Poor's Credit Market Services Europe Limited ("S&P"). S&P is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). S&P appears on the latest update of the list of registered credit rating agencies (as of 13 November 2017) on the ESMA website http://www.esma.europa.eu. Amounts payable under the Notes are calculated by reference to the Stockholm Inter-bank Offered Rate ("STIBOR"), which is provided by the Swedish Bankers' Association (the "Administrator"). As at the date of this Prospectus, the Administrator does not appear on the register of benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation (Regulation (EU) 2016/1011) apply, such that the Administrator is not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). 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. Structuring Adviser BNP PARIBAS Joint Lead Managers BNP PARIBAS Nordea SEB The date of this Prospectus is 20 March 2018 CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 1 RISK FACTORS .......................................................................................................................................... 5 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 25 TERMS AND CONDITIONS OF THE NOTES........................................................................................ 26 FORM OF THE NOTES ............................................................................................................................ 52 USE OF PROCEEDS ................................................................................................................................. 55 DESCRIPTION OF THE ISSUER, THE ISSUER'S GROUP AND THE SAMPO GROUP ................... 56 REGULATION .......................................................................................................................................... 78 TAXATION ............................................................................................................................................... 81 SUBSCRIPTION AND SALE ................................................................................................................... 82 GENERAL INFORMATION .................................................................................................................... 84 GLOSSARY OF TERMS..........................................................................................................................
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