- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
September 10 2009 - 8:33AM
Edgar (US Regulatory)
Filed pursuant to Rule 433(d)
Registration Statement No. 333-156118
AB SVENSK EXPORTKREDIT (publ)
(Swedish Export Credit Corporation or
SEK)
Pricing Term Sheet
Issuer:
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Swedish Export Credit
Corporation
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Size:
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US$1,500,000,000
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Maturity:
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September 16, 2014
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Coupon:
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3.250% per annum
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Issue Price:
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99.908% of face amount
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Spread to Benchmark
Treasury:
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T + 86.75 basis points
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Benchmark Treasury:
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UST 2.375% due 31
August 2014
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Yield:
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3.270%
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Net Proceeds to Issuer:
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US$1,496,370,000
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Interest Payment Dates
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March 16 and
September 16, commencing March 16, 2010
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Optional Redemption:
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Only after the
occurrence of certain tax events, at 100.00% of the principal amount thereof
plus accrued and unpaid interest to the redemption date
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Business Days:
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New York and London
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Day Count
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30/360, following,
unadjusted
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Documentation:
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In accordance with
SEKs SEC-registered US MTN Program
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Governing Law:
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New York
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Pricing Date:
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September 9, 2009
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Settlement Date:
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September 16, 2009
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CUSIP:
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00254EJE3
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ISIN:
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US00254EJE32
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Ratings:
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Aa1/AA+ (stable/stable)
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Joint Lead Managers:
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BofA Merrill Lynch and
J.P. Morgan
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Billing and Delivering:
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BofA Merrill Lynch
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Denominations:
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US$2,000 with integral
multiples of US$1,000 in excess thereof
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Listing:
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Application will be
made for the notes to be admitted to listing on the Official List of the UKLA
and to trading on the regulated market of the London Stock Exchange.
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Format:
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SEC-registered
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Note:
A securities rating is
not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.
SELLING RESTRICTIONS
European Economic Area
In relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a Relevant Member State),
each of the Joint Lead Managers has or will have represented and agreed that
with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant Implementation Date)
it has not made and will not make an offer of notes to the public in that
Relevant Member State prior to the publication of a prospectus in relation to
the notes which has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may, with effect from
and including the Relevant Implementation Date, make an offer of notes to the
public in that Relevant Member State at any time:
(a)
to legal entities which are authorized or
regulated to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in securities;
(b)
to any legal entity which has two or more
of (1) an average of at least 250 employees during the last financial
year; (2) a total balance sheet of more than 43,000,000 and (3) an
annual net turnover of more than 50,000,000, as shown in its last annual or
consolidated accounts; or
(c)
in any other circumstances which do not
require the publication by us of a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this provision, the expression an offer of notes
to the public in relation to any notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to
decide to purchase or subscribe the notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that
Member State and the expression Prospectus Directive means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.
This EEA selling restriction is in addition to any other selling
restrictions set out below.
United Kingdom
Each of the Joint Lead Managers has or will have represented and agreed
that:
(a) it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000 (the FSMA)) received by it in
connection with the issue or sale of the notes in circumstances in which Section 21(1) of
the FSMA does not apply to us; and
(b) it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to the notes in,
from or otherwise involving the United Kingdom.
Italy
Each of the Joint Lead
Managers
has or will
have represented and agreed
that the offering of the notes has not been
and will not be registered with the
Commissione
Nazionale per le Società e la Borsa
(CONSOB) pursuant to
Prospectus Directive and Italian securities legislation and, accordingly, the
notes may not be and will not be offered, sold or distributed and no copy of
this pricing supplement or any other offer document may be or will be
distributed in the Republic of Italy (Italy) in an offer to the public of
financial products under the meaning of Article 1, paragraph 1, letter t)
of Legislative Decree no. 58 of 24 February 1998 (the Consolidated
Financial Services Act), unless an exemption applies.
Accordingly, the notes shall
only be offered, sold or delivered in Italy:
(a) to qualified
investors (
investitori qualificati
),
pursuant to Article 100 of the Consolidated Financial Services Act as
defined in Article 34-
ter
of
CONSOB Regulation no. 11971 dated 14 May 1999, as amended (Regulation no.
11971); or
(b) in any other
circumstances where an express exemption from compliance with the restrictions
on offers to the public applies, as provided under the Consolidated Financial
Services Act or Regulation no. 11971.
Moreover, and subject to the
foregoing, any offer, sale or delivery of the notes or distribution of copies
of this pricing supplement or any other document relating to the notes in Italy
under (a) or (b) above must be:
(i)
made by an
investment firm, bank or financial intermediary permitted to conduct such
activities in Italy in accordance with the Consolidated Financial Services Act,
Legislative Decree No. 385 of 1 September 1993 (the Banking Act),
CONSOB Regulation No. 16190 of 29 October 2007, all as amended;
(ii)
in compliance
with Article 129 of the Banking Act and the implementing guidelines of the
Bank of Italy, as amended from time to time, pursuant to which the Bank of
Italy may request information on the offering or issue of securities in Italy;
and
2
(iii)
in compliance
with any other applicable laws and regulations, including any limitation or
requirement which may be imposed from time to time,
inter alia
, by CONSOB or the Bank of Italy.
Any investor having acquired
notes in an offering is solely responsible for ensuring that any offer or
resale of the notes it acquires in this offering occurs in compliance with
applicable laws and regulations.
Article 100-
bis
of the Consolidated Financial Services
Act affects the transferability of the notes in Italy to the extent that any
placing of the notes is made solely with qualified investors and such notes are
then systematically resold to non-qualified investors on the secondary market
at any time in the 12 months following such placing. Where this occurs, if a
prospectus compliant with the Prospectus Directive has not been published,
purchasers of notes who are acting outside of the course of their business or
profession may in certain circumstances be entitled to declare such purchase
void and to claim damages from any authorized person at whose premises the
notes were purchased, unless an exemption provided for under the Consolidated
Financial Services Act applies.
This communication is intended
for the sole use of the person to whom it is provided by us.
The issuer has filed a
registration statement (including a prospectus) with the SEC for the offering
to which this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the issuer has
filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling BofA Merrill Lynch toll-free at 1 800 294 1322 or by
calling J.P. Morgan collect at 1 212 834 4533.
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