NEGOTIABLE COMMERCIAL PAPER. (Negotiable European Commercial Paper - NEU CP-) 1. Not guaranteed programme INFORMATION MEMORANDUM (IM)

Transcription

1 NEGOTIABLE COMMERCIAL PAPER (Negotiable European Commercial Paper - NEU CP-) 1 Not guaranteed programme INFORMATION MEMORANDUM (IM) Name of the Programme Svenska Handelsbanken AB (publ), NEU CP Name of the Issuer Svenska Handelsbanken AB (publ) Type of Programme Commercial paper Programme Size EUR 7,500,000,000 Guarantor None Ratings of the Programme This Programme is rated by Standard & Poor s Rating Services, Moody s Investors Service, Inc, and Fitch Ratings Ltd Arranger Svenska Handelsbanken AB (publ) Issuing and Paying Agent (IPA) BNP Paribas Securities Services Dealers BNP Paribas Crédit Agricole Corporate and Investment Bank Natixis Société Générale Date of the Information Memorandum May 9, 2017 Drawn up pursuant to Articles L A to L of the French monetary and financial code 1 Trade name of the notes defined in article D of the French monetary and financial code.

2 A copy of this information memorandum is sent to: BANQUE DE FRANCE Direction générale de la stabilité financière et des opérations (DGSO) Direction de la mise en œuvre de la politique monétaire (DMPM) Service des Titres de Créances Négociables (STCN) 39, rue Croix des Petits Champs PARIS CEDEX 01 Avertissement : cette documentation financière étant rédigée dans une langue usuelle en matière financière autre que le français, l émetteur invite l investisseur, le cas échéant, à recourir à une traduction en français de cette documentation. Translation: Warning: as this information memorandum is issued in a customary language in the financial sphere other than French, the issuer invites the investor, when appropriate, to resort to a French translation of this documentation. The Banque de France invites investors to read the general terms and conditions for the use of information related to negotiable debt securities: 2

3 TABLE OF CONTENTS CHAPTER Page CHAPTER I DESCRIPTION OF THE ISSUANCE PROGRAMME CHAPTER II DESCRIPTION OF THE ISSUER CHAPTER III CERTIFICATION OF INFORMATION FOR THE ISSUER CHAPTER IV INFORMATION CONCERNING THE ISSUER S REQUEST OF THE STEP LABEL APPENDIX I RATINGS OF THE PROGRAMME APPENDIX II ISSUER ANNUAL REPORTS AND FINANCIAL ACCOUNTS

4 CHAPTER I DESCRIPTION OF THE ISSUANCE PROGRAMME Article D , II, 1 and D of the French monetary and financial code and Article 6 of the Order of 30 May 2016 and subsequent amendments. 1.1 Name of the Programme Svenska Handelsbanken AB (publ), NEU CP (the "Programme") 1.2 Type of Programme Commercial Paper 1.3 Name of the issuer SVENSKA HANDELSBANKEN AB (publ) (the Issuer ) 1.4 Type of issuer Monetary Financial Institution 1.5 Purpose of the programme Optional * 1.6 Programme size (maximum outstanding amount) in Euro The maximum outstanding amount under the Programme is Euro 7,500,000,000 or its equivalent amount (using the exchange rate applicable at the time of issuance) in any other currency authorized by applicable laws and regulations in force in France at the time of the issue. 1.7 Form of the notes Notes issued under the Programme are issued in dematerialised bearer form (au porteur) and recorded in the books of authorized intermediaries (book entry system) in accordance with French laws and regulations. No global or definitive note or other materialised instrument will be issued or printed. 1.8 Yield basis The remuneration of the Commercial Paper is unrestricted. However, if the Issuer issues Commercial Paper with remuneration linked to an index, or an index clause, the Issuer shall only issue Commercial Paper with remuneration linked to usual money market indexes, such as and restricted to: Euribor, Libor or EONIA. Whatever are the remuneration formulas which are used, under all circumstances the redeemed amount shall always be equal to 100% of the Commercial Paper s nominal amount. * Optional : information that the issuer may not provide because it is not required by French regulation. 4

5 The Issuer may not issue Commercial Paper with potentially variable principal payments. In the case of an issue of Commercial Paper embedding an option of early redemption, extension or repurchase, as mentioned in paragraph 1.10 below, the conditions of remuneration of such Commercial Paper will be set up when the said Commercial Paper will be initially issued and shall not be further modified, including when such an embedded option of early redemption, extension or repurchase will be exercised. 1.9 Currencies of issue of the Notes Euro or any other currency authorized by applicable laws and regulations in force in France at the time of the issue Maturity of the Notes The term (maturity date) of the Commercial Paper shall comply with laws and regulations applicable in France, which imply that, at the date hereof, the term of the Commercial Paper shall not be longer than one year (365 days or 366 days in a leap year), from the issue date. The Commercial Paper may be redeemed before maturity in accordance with the laws and regulations applicable in France. The early redemption option, if any, shall be explicitly specified in the confirmation form of any relevant issuance of Commercial Paper. The Commercial Paper issued under the Programme may carry one or more embedded option(s) of extension of the term (held by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder). The Commercial Paper issued under the Programme may also carry one or more embedded option(s) of repurchase before the term (held by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder). In any case, the overall maturity of any Commercial Paper embedded with one or several of such clauses, shall always - all options of early redemption, extension or repurchase included conform to laws and regulations in force in France at the time of the issue Minimum Issuance Amount Euro 200,000 or any other amount above the stated value (or equivalent amount in the relevant foreign currency) Minimum denomination of the Notes Euro 200,000 By virtue of regulation (Article D of the French monetary and financial code), the legal minimum face value of the Commercial Paper issued within the framework of this programme is Euro 200,000 or the equivalent in the currencies selected at the time of issuance. 5

6 1.13 Status of the Notes Commercial Paper issued by the Issuer under this Programme will constitute unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu with all other unsubordinated and unsecured present or future indebtedness of the Issuer, subject to such exceptions as may from time to time exist under applicable law Governing law that applies to the Programme and the Notes This Programme is governed by French law and the Commercial Paper to be issued hereunder will be issued and governed by French law Listing of the Notes/Admission to trading on a regulated market No 1.16 Settlement system Euroclear France 1.17 Ratings of the Programme The Programme has been assigned rating by Moody's Investors Service, Inc, Standard & Poor's Ratings Services, and Fitch Ratings Ltd. Ratings may be reviewed, suspended or withdrawn at any time by the assigning rating agencies. Investors are therefore invited to refer to the website of the relevant rating agencies in order to have access to the latest rating. Further information is annexed hereto in Appendix I Guarantor None. The Programme does not benefit from any guarantee Issuing and Paying Agent (IPA) On the date of the present Information Memorandum, the Issuer has appointed BNP Paribas Securities Services as Issuing and Paying Agent of the Programme (the "IPA"). The Issuer may decide to replace the initial IPA or appoint other IPA and will, in this case update the Information Memorandum in accordance with regulation Arranger Svenska Handelsbanken AB (publ) 6

7 1.21 Placement method The Commercial Paper will be either directly placed by the Issuer or subscribed and placed by the dealer(s) (the Dealers ) appointed at any time by the Issuer. On the date of the present Information Memorandum, the Issuer has appointed BNP Paribas, Crédit Agricole Corporate and Investment Bank, NATIXIS and Société Générale as Dealers. The Issuer may however subsequently elect to replace any of the Dealers or appoint other Dealers; an updated list of the Dealers will be disclosed to investors upon request to the Issuer Selling restrictions GENERAL The Issuer and each of the Dealers or subscribers undertake not to take any action which would facilitate the public offering of Commercial Paper, or the possession or distribution of the Information Memorandum, or any other document relating to the Commercial Paper, in any country where the distribution of such documents would be contrary to its laws and regulations, and will only offer or sell the Commercial Paper in accordance with the laws and regulations in force in these particular countries. Each Dealer or subscriber undertakes to comply with the laws and regulations in force in the countries where it will offer or sell the Commercial Paper or will hold or distribute the Information Memorandum, and will obtain all necessary authorisations and agreements in accordance with the laws and regulations in force in all the countries in which such an offer for sale will be made by it. Neither the Issuer nor any Dealer will bear responsibility for the breach by another Dealer or subscriber of these laws and regulations. FRANCE Each Dealer, each subscriber and the Issuer has represented and agreed (i) to comply with the laws and regulations in force in France where it will offer or sell the Commercial Paper or will hold or distribute the Information Memorandum and (ii) to obtain all necessary authorisations and agreements in accordance with the laws and regulations in force in France in which such an offer for sale will be made by it. SWEDEN Each Dealer agrees that it will not, directly or indirectly, offer for subscription or purchase or issue invitations to subscribe for or buy or sell the Instruments or distribute any draft or definitive document in relation to any such offer, invitation or sale in the Kingdom of Sweden except in compliance with the laws of the Kingdom of Sweden. UNITED KINGDOM Each Dealer represents and agrees that: (i) (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; (b) it has not offered or sold and will not offer or sell any Commercial Paper other than to persons whose ordinary business activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the 7

8 purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of such Certificat de Dépôt would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer; (ii) (iii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Commercial Paper in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Commercial Paper in, from or otherwise involving the United Kingdom; UNITED STATES The Commercial Paper have not been and will not be registered under the U.S Securities Act of 1933 (the Securities Act ), as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons (as defined in Regulation S under the Securities Act, as amended). Each Dealer or subscriber undertakes not to offer, or sell, or deliver either directly or indirectly through one of its subsidiaries or agents, the Commercial Paper within the Unites States or to, or for the account or benefit of U.S. persons (i) at any time during their distribution period or (ii) until the end of the forty (40) days period after the earliest date being either the start of the offer or the date of the issue of the Commercial Paper. Each Dealer furthermore agrees to send to each operator to whom it sells Commercial Paper during the aforementioned forty (40) day period a notice describing the restrictions in force applicable to the offer and sale of Commercial Paper to the United States, to US persons, acting as principal or for its own account. The Commercial Paper are only to be offered and sold outside the United States in offshore transactions to persons who are not US Persons as defined in the aforementioned Regulation S. By its purchase of a Commercial Paper, each purchaser or affiliate or agent of the Dealer shall be deemed to represent that (i) it is not a U.S. person, (ii) the Commercial Paper is being acquired for investment and not with a view to, or for sale in connection with, any public distribution thereof, and (iii) any resale of a Commercial Paper will be made only in compliance with Regulation S under the Securities Act Taxation Foreign Account Tax Compliance withholding may affect payments on the Commercial Paper Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a foreign financial institution (as defined by FATCA) may be required to withhold on certain payments it makes ( foreign passthru payments ) to persons that fail to meet certain certification, reporting or related requirements. The United States has concluded several intergovernmental agreements ( IGAs ) with other jurisdictions in respect of FATCA. On 8 August 2014, the governments of Sweden and the United States signed an Agreement to Improve International Tax Compliance and to Implement FATCA (the Swedish IGA ). Under the Swedish IGA, the Issuer is classified as a foreign financial institution for these purposes. Under the provisions of IGAs as currently in effect, a foreign 8

9 financial institution in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA from payments that it makes. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as Commercial Papers, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as Commercial Papers, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as Commercial Papers, such withholding would not apply prior to 1 January 2019 and Commercial Papers issued on or prior to the date that is six months after the date on which final regulations defining foreign passthru payments are filed with the U.S. Federal Register generally would be grandfathered for purposes of FATCA withholding unless materially modified after such date. If an amount in respect of such withholding tax were to be deducted or withheld from interest, principal or other payments made in respect of the Commercial Paper, neither the Issuer nor any paying agent nor any other person would, pursuant to the conditions of the Commercial Paper, be required to pay additional amounts as a result of the deduction or withholding. As a result, Holders may receive less interest or principal than expected. Holders should consult their own tax advisers regarding how these rules may apply to their investment in Commercial Papers Involvement of national authorities Banque de France 1.25 Contact details of the persons in charge of the issuing programme Thomas Åhman Title: Deputy Head Group Treasury Postal address: Svenska Handelsbanken SE Stockholm Sweden Telephone: Telefax: thah03@handelsbanken.se Maritha Viklund Title: Head of Clearing and Treasury Support Postal address: Svenska Handelsbanken SE Stockholm Sweden Telephone: Telefax: mape25@handelsbanken.se 1.26 Additional information on the programme Optional* 1.27 Language of the Information Memorandum which prevails English 9

10 CHAPTER II DESCRIPTION OF THE ISSUER Article D , II, 2 of the French monetary and financial code and Article 7, 3 paragraph of the Order of 30 May 2016 and subsequent amendments. 2.1 Legal name SVENSKA HANDELSBANKEN AB (publ) 2.2 Legal form/status, governing law of the issuer and competent courts The Issuer is a public limited liability banking company (publikt aktiebolag), SVENSKA HANDELSBANKEN AB (publ) has obtained its current banking licence from the Swedish Financial Supervisory Authority (Finansinspektionen) on 15 August The governing law applicable to the Issuer is the Swedish Law. Relevant Swedish Courts are competent courts. 2.3 Date of incorporation The Company was incorporated on 5 June Registered office or equivalent (legal address) and main administrative Head office Head office: Kungsträdgårdsgatan 2 SE Stockholm, Sweden Visiting Address: Kungsträdgårdsgatan 2 SE Stockholm Sweden 2.5 Registration number, place of registration The Issuer is registered by the Swedish Companies Registration Office (Bolagsverket), under corporate registration number No Issuer s mission summary The Issuer is a Bank. The Issuer s purpose is set out in Section 3 of its Articles of Association as translated in English below: The Bank s operations shall comprise banking business. These operations include provision of payment services via general payments systems and receipt of funds which, following a period of notice, are available to the creditor within no more than 30 days. The Bank may also perform other financial operations and operations which have a natural link to these. 10

11 2.7 Brief description of current activities In accordance with Article 3 of the Issuer s Articles of Association, its operations may include, but are not limited to, the following: 1. raising funds, for example by issuing bonds or equivalent instruments, 2. issuing covered bonds in accordance with the Swedish Act on Issuance of Covered Bonds (2003:1223), after permission has been granted by the Swedish Financial Supervisory Authority, 3. granting and negotiating credit, for example in the form of consumer credits and mortgage loans or claims, 4. participating in financing by, for example, acquiring claims and leasing of property, 5. providing means of payment, 6. assuming guarantee commitments and similar undertakings, 7. participating in securities issues, 8. providing financial advice, 9. safe custody of securities, 10. conducting documentary credit operations, 11. providing safe deposit box services, 12. conducting foreign exchange trading, 13. conducting securities business as prescribed in the Swedish Securities Market Act (2007:528), 14. providing business status information on the conditions prescribed in the Swedish Credit Information Act (1973:1173), 15. conducting operations in accordance with the Swedish Investment Funds Act (2004:46), 16. conducting pension savings business in accordance with the Swedish Individual Pension Savings Act (1993:931), 17. providing advice and assistance to companies in corporate management matters and acting as an intermediary for the purchase and sale of companies (corporate finance), 18. conducting collection operations, 19. acting as an intermediary in the purchase and sale of real estate and site leasehold rights, and in lending money on the security of such property, 20. management of real estate and site leasehold rights, 21. conducting trade in gold on behalf of customers, 22. provide accounting services, 23. providing transport of valuables, 24. providing IT services, 25. providing insurance policies Credit institutions or other financial institutions The Group Income SEK million Full year 2016 Full year 2015 Change Net interest income 27,943 27,740 +1% Net fee and commission income 9,156 9,320-2% Net gains/losses on financial transaction 3,066 2, % Other income % Total income 40,763 40,336 +1% 11

12 For a more detailed description of the 2015 and 2016 results of the Group, please refer to pages 19 to 41 of the 2016 Annual Report annexed in Appendix II hereto. 2.8 Capital See section Amount of capital subscribed and fully paid as at 31 December 2016 The authorised and fully paid capital is SEK 3,013,434,670 (equivalent to EUR 318,865,105 at exchange rate SEK9.4505/EUR1.00 * ) divided into 1,908,900,071 ordinary class A and 35,251,329 ordinary class B shares. Each share thus represented SEK 1.55 of the share capital Amount of capital subscribed and not fully paid Not applicable 2.9 List of main shareholders List of principal shareholders holding at least five percent of the share capital of Svenska Handelsbanken as at 31 December 2016: Oktogonen Foundation: 10.07% of capital AB Industrivärden: 10.03% of capital Baillie Gifford: 5.04% of capital 2.10 Regulated markets on which the shares or debt securities of the issuer are listed The Handelsbanken shares are traded on several different market places. Turnover is largest on Nasdaq Stockholm Composition of governing bodies and supervisory bodies The Issuer is managed by a Board of Directors, the members of which are appointed by the Annual General Meeting. The Corporate Governance Report for 2016 is available on pages 47 to 63 of the 2016 Annual Report. As from the 2017 Annual General Meeting held on 29 March 2017, the members of the Board of Directors are: Pär Boman Chairman of the Board * Exchange rate as of 31 December 2016 as published on the ECB s website: rofxref-graph-sek.en.html 12

13 Fredrik Lundberg Vice Chairman Karin Apelman Board Member Jon Fredrik Baksaas Board Member Anders Bouvin Board Member Kerstin Hessius Board Member Jan-Erik Höög Board Member Ole Johansson Board Member Lise Kaae Board Member Bente Rathe Board Member Charlotte Skog Board Member 2.12 Accounting Method for consolidated accounts The Issuer prepares its consolidated financial statements in accordance with international financial reporting standards (IFRSs) and interpretations of these standards as adopted by the EU Accounting year Starting on 01/01, ending on 31/ Date of the annual shareholders meeting which has approved the accounts of the previous year. 29/03/ Fiscal year Starting on 01/01, ending on 31/12. 13

14 2.15 Independent auditors of the issuer, who have audited the issuer s annual accounts Independent auditors Name: Anders Bäckström KPMG AB Address: Box Stockholm Sweden Name: Jesper Nilsson Ernst & Young AB Address: Box Stockholm Sweden Name: Johan Rippe PricewaterhouseCoopers AB Address: Stockholm Sweden KPMG AB and Ernst & Young AB were initially appointed in 2008 by the Annual General Meeting ( AGM ) for a four-year period, which was prolonged at the AGM 2015 until the AGM 2016 and was prolonged once again at the AGM 2016 until the AGM The non-consolidated and the consolidated accounts for 2016 have been audited without qualifications by KPMG AB and Ernst & Young AB, authorised public accountants. The non-consolidated and the consolidated accounts for 2015 have been audited without qualifications by KPMG AB and Ernst & Young AB, authorised public accountants. The AGM 2017 re-elected Ernst & Young AB and elected PricewaterhouseCoopers AB as auditors for the period until the end of the AGM to be held in Independent auditors report The auditors report for 2015 and 2016 may be found on pages 192 and 193 of the 2015 Annual Report and on pages 202 to 205 of the 2016 Annual Report Other equivalent programmes of the Issuer A Certificate programme in Swedish kronor. Outstanding amount on December 31, 2016: SEK 0. A Euro-Commercial Paper programme. Outstanding amount on December 31, 2016: EUR 3,093 million. A US-Commercial Paper programme. Outstanding amount on December 31, 2016: USD 4,401 million. A US-CD programme. Outstanding amount on December 31, 2016: USD 23,373 million. 14

15 2.17 Ratings of the Issuer Rated. The Issuer is rated by Moody s Investors Service, Inc, Standard & Poor s Ratings Services and Fitch Ratings Ltd Additional information on the Issuer Optional * * Optional : information that the issuer may not provide because it is not required by French regulation. 15

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17 CHAPTER IV INFORMATION CONCERNING THE ISSUER S REQUEST OF THE STEP LABEL An application for a STEP label for this Programme will be made to the STEP Secretariat. Information as to whether the STEP label has been granted for this Programme may be made available on the STEP market website (initially This website is not sponsored by the Issuer and the Issuer is not responsible for its content or availability. Unless otherwise specified in this Information Memorandum, the expressions STEP, STEP Market Convention, STEP label, STEP Secretariat, and STEP market website shall have the meaning assigned to them in the Market Convention on Short-Term European Paper dated 19 May 2015 and adopted by the ACI The Financial markets Association and the European Money Markets Institute (as amended from time to time). 17

18 APPENDIX I RATINGS OF THE PROGRAMME Up to date information about the rating granted by rating agencies to this Programme can be found on their respective website: Standard & Poor s Rating assigned by Standard & Poor s to this Programme can be checked at the following internet address: Standard & Poor s identifier for SVENSKA HANDELSBANKEN AB (publ): Standard & Poor s identifier for this Programme: COMMPAPER Moody s Investors Services Rating assigned by Moody's Investors Services to this Programme can be checked at the following internet address: ?emsk=32&isMaturityNotDebt=0&saleid=0&isWithDrawnIncluded=0&emvalue=MDY: Moody s Investors Services identifier for SVENSKA HANDELSBANKEN AB (publ): Moody s Investors Services identifier for this Programme is: Fitch Ratings Ltd Rating assigned by Fitch Ratings Ltd to this Programme can be checked at the following internet address: Fitch Ratings Ltd identifier for SVENSKA HANDELSBANKEN AB (publ):

19 APPENDIX II ISSUER ANNUAL REPORTS AND FINANCIAL ACCOUNTS The Issuer's Annual Reports for the years ended 31 December 2015 and 31 December 2016 (including the financial statements and auditor s report for the years 2015 and 2016) are available for viewing on the STEP Market website ( The Issuer's Annual Reports for the years ended 31 December 2015 and 31 December 2016 are also available for viewing on the website of the Issuer at the following addresses: Annual report of the Issuer for 2015 Annual report of the Issuer for