(Publ) €4000000000 Euro Medium Term Note Programme
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Prospectus Akademiska Hus AB (publ) (incorporated as a limited company in the Kingdom of Sweden (with registered no. 556459-9156)) €4,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme (the "Programme") described in this Prospectus, Akademiska Hus AB (publ) (the "Issuer"), subject to compliance with all relev ant laws, regulations and directiv es, may f rom time to time issue debt securities (the "Notes"). The aggregate principal amount of Notes outstanding will not at any time exceed €4,000,000,000 (or the equiv alent in other currencies). This Prospectus supersedes any prev ious Prospectus or supplements thereto. Any Notes issued under the Programme within 12 months o f the date of this Prospectus are issued subject to the prov isions therein. This Prospectus does not af f ect any Notes issued prior to the date hereof . Application has been made to the Financial Conduct Authority in its capacity as competent authority (the "UK Listing Authority") f or Notes issued under the Programme f or the period of 12 months f rom the date of this Prospectus to be admitted to the of f icial list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") f or such Notes to be admitted to trading on the London Stock Exchange's Regulated Market (the "Market"). Ref erences in this Prospectus to Notes being "listed" (and all related ref erences) shall mean that such Notes hav e been admitted to trading on the Market and hav e been admitted to the Of f icial List. The Market is a regulated market f or the purposes of the Markets in Financial Instruments Directiv e (Directiv e 2014/65/EU). Notice of the aggregate nominal amount of Notes, interest (if any ) pay able in respect of Notes, the issue price of Notes and certain other inf ormation which is applicable to each Tranche (as def ined under "Terms and Conditions of the Notes") of Notes will be set out in a f inal terms document (the "Final Terms") which will be deliv ered to the UK Listing Authority and the London Stock Exc hange. Copies of Final Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the website of the London Stoc k Exchange through a regulatory inf ormation serv ice. Each Series (as def ined in "Overview of the Programme") of Notes in bearer f orm will initially be represented on issue by a temporary global note in bearer f orm (each a "Temporary Global Note") or a permanent global note in bearer f orm (each a "Permanent Global Note"). Notes in registered f orm will be represented by registered certif icates (each a "Certificate"), one Certif icate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series. Global Notes may (i) if the Global Notes are intended to be is sued in new global note ("NGN") f orm, as specif ied in the applicable Final Terms, be deposited on the issue date with a common saf ekeeper (the "Common Safekeeper") f or Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”); and (ii) if the Global Notes are intended to be issued in classic global note ("CGN") f orm as specif ied in the applicable Final Terms be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg. The prov isions gov erning the exchange of interests in Global Notes f or other Global Notes and def initiv e Notes are described in "Summary of Provisions Relating to the Notes while in Global Form". Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specif ied in the applicable Final Terms. A rating is not a recommendation to buy , sell or hold securities and may be subject to suspension, reduction or withdrawal at a ny time by the assigning rating agency . The Issuer's senior long term debt obligations hav e been rated AA by Standard & Poor's Credit Market Serv ices Europe Limited ("S&P"). S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, S&P is included in the list of credit ratings agencies published by the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation. The rating of certain Series of Notes to be issued under the Programme may be specif ied in the applicable Final Terms. Please also ref er to "Credit ratings may not reflect all risks" in the "Risk Factors" section of this Prospectus. The Notes hav e not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be of f ered, sold or deliv ered within the United States or to, or f or the account or benef it of , U.S. persons (see "Subscription and Sale"). Prospectiv e inv estors should hav e regard to the f actors described under the section headed "Risk Factors" in this Prospectus. This Prospectus does not describe all of the risks of an inv estment in the Notes. A13.5.1(i)(B) Amounts pay able on Floating Rate Notes will be calculated by ref erence to one of LIBOR, EURIBOR, STIBOR, NIBOR or CHF LIBOR as A21 specif ied in the relev ant Final Terms. As at the date of this Of f ering Circular, the administrator of LIBOR is included in ESMA’s register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”); the administrators of EURIBOR, STIBOR, NIBOR or CHF LIBOR are not included in ESMA’s register of administrators . As f ar as the Issuer is aware, the transitional prov isions in Article 51 of the Benchmarks Regulation apply , such that EURIBOR, STIBOR, NIBOR and CHF LIBOR are not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equiv alence). Arranger SEB Dealers Citigroup Danske Bank Deutsche Bank Handelsbanken Capital Markets NatWest Markets Nomura Nordea SEB Swedbank 30 May 2018 This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. When used in this Prospectus, "Prospectus Directive" means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in a relevant Member State of the European Economic Area (the “EEA”) and for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the informat ion contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain exchange rate information on page 4 has been extracted from Bloomberg. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by Bloomberg, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated in it by reference (see "Documents Incorporated by Reference" below). This A11.1.1 Prospectus shall be read and construed on the on the basis that those documents are A11.1.2 incorporated and form part of this Prospectus. A12.1.1(A) A12.1.2(A) A13.1.1(A) No person has been authorised to give any information or to make any representation other A13.1.2(A) than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in "Overview of the Programme"). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction.