23rd May 2014 SKANDINAVISKA ENSKILDA BANKEN AB (publ)

Transcription

1 23rd May 2014 SKANDINAVISKA ENSKILDA BANKEN AB (publ) Issue of EUR 1,000,000, per cent. Dated Subordinated Notes due 2026 under the Global Programme for the Continuous Issuance of Medium Term Notes and Covered Bonds PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 19th June, 2013, as supplemented on 25th July 2013, 24th October 2013, 6th February 2014, 29th April 2014 and 21st May 2014, which together constitute a base prospectus for the purposes of the Prospectus Directive (the Information Memorandum). This document constitutes the Final Terms of the securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Information Memorandum. Full information on the Bank and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Information Memorandum. The Information Memorandum is available for viewing at, and copies may be obtained from, the Central Bank of Ireland s website at prospectus.aspx and on the website of the Irish Stock Exchange at In addition, if the Notes are to be admitted to trading on the regulated market of the Irish Stock Exchange, copies of the Final Terms will be published on the website of the Irish Stock Exchange at 1. Issuer: Skandinaviska Enskilda Banken AB (publ) 2. (i) Series Number: 289 (ii) Tranche Number: 1 (iii) Date on which the Notes will be consolidated and form a single Series: 3. Specified Currency or Currencies: Euro (EUR or ) 4. Aggregate Nominal Amount: (i) Series: 1,000,000,000 (ii) Tranche: 1,000,000, Issue Price of Tranche: per cent. of the Aggregate Nominal Amount 6. (a) Specified Denominations: 100,000 and integral multiples of 1,000 in excess thereof up to and including 199,000. No Notes in definitive form will be issued with a denomination above 199,000 (b) Calculation Amount: 1, (i) Issue Date: 28th May 2014 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: 28th May Interest Basis: Fixed Reset Notes (see paragraph 15 below) 10. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount

2 11. Change of Interest Basis: 12. Put/Call Options: Issuer Call (see paragraph 19 below) 13. (i) Type of Note: MTN (ii) Status of MTN: Subordinated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Provisions: 15. Fixed Reset Provisions: Applicable (i) Initial Interest Rate: 2.50 per cent. per annum payable annually in arrear on each Interest Payment Date (ii) Interest Payment Date(s): 28th May in each year up to and including the Maturity Date (iii) (iv) Fixed Coupon Amount to (but excluding) the First Reset Date: (Applicable to Notes in definitive form.) Broken Amount(s): (Applicable to Notes in definitive form.) 25 per Calculation Amount (v) Day Count Fraction: Actual/Actual (ICMA) (vi) Determination Date(s): 28th May in each year (vii) First Reset Date: 28th May 2021 (viii) Second Reset Date: (ix) Subsequent Reset Date(s): (x) Reset Margin: per cent. per annum (xi) Relevant Screen Page: Reuters Screen ISDAFIX2 Page (xii) Floating Leg Reference Rate: 6-month EURIBOR (xiii) Floating Leg Screen Page: Reuters EURIBOR01 (xiv) Initial Mid-Swap Rate: per cent. per annum (quoted on an annual basis) 16. Floating Rate Provisions: 17. Zero Coupon Provisions: PROVISIONS RELATING TO REDEMPTION 18. Notice periods for Condition 5.04: 19. Issuer Call: Applicable (i) Optional Redemption Date(s): First Reset Date (ii) Optional Redemption Amount(s): 1,000 per Calculation Amount (iii) If redeemable in part:

3 20. Investor Put: 21. Final Redemption Amount: 1,000 per Calculation Amount 22. Early Redemption Amount(s) payable on redemption for taxation reasons, on an event of default or upon the occurrence of a Capital Event: 1,000 per Calculation Amount GENERAL PROVISIONS APPLICABLE TO THE NOTES 23. Form of Notes: Bearer Notes 24. New Global Note: Yes 25. Additional Financial Centre(s): Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Notes only upon an Exchange Event 26. Talons for future Coupons or Receipts to be attached to definitive Bearer Notes (and dates on which such Talons mature): No 27. Details relating to Instalment Notes: 28. Provisions applicable to Renminbi Notes:

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5 1. LISTING AND ADMISSION TO TRADING PART B OTHER INFORMATION (i) Admission to trading: Application has been made by the Bank (or on its behalf) for the Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on the Regulated Market of the Irish Stock Exchange with effect from 28th May (ii) Estimate of total expenses relating to admission to trading: RATINGS The Notes to be issued are expected to be rated BBB+ by Standard & Poor s Credit Market Services Europe Limited (S&P), Baa2 by Moody s Investors Services Limited (Moody s) and A by Fitch Ratings Limited (Fitch). Each of S&P, Moody s and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Joint Lead Managers, so far as the Bank is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Bank and its affiliates in the ordinary course of business. 4. REASONS FOR THE OFFER; ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 5. YIELD per cent. for the period from (and including) the Issue Date to (but excluding) the First Reset Date The yield is calculated at the Issue Date as the yield to the First Reset Date on the basis of the Issue Price. It is not an indication of future yield. 6. OPERATIONAL INFORMATION (i) Intended to be held in a manner which would allow Eurosystem eligibility: Yes. Note that the designation Yes simply means that the Notes are intended upon issue to be deposited with one of Euroclear Bank S.A./N.V. and/or Clearstream Banking, société anonyme (together, the ICSDs) as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. (ii) ISIN Code: XS (iii) Common Code:

6 (iv) CUSIP: (v) CINS: (i) (i) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and The Depository Trust Company and the relevant identification number(s): Whether Register is held by the Principal Registrar or the Alternative Registrar: (ii) Delivery: Delivery against payment (iii) Names and addresses of additional Paying Agent(s) (if any): 7. DISTRIBUTION (i) Method of distribution: Syndicated (ii) If syndicated, names and addresses of Joint Lead Managers: Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 SE Stockholm, Sweden The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR (iii) Date of Subscription Agreement: 23rd May 2014 (iv) Stabilising Manager (if any): (v) If non-syndicated, name and address of relevant Dealer: (vi) U.S. selling restrictions: Reg. S Category 2. TEFRA D 8. THIRD PARTY INFORMATION