Securities Note. Tele2 AB. FRN Tele2 AB Senior Unsecured Open Bond Issue 2012/2017. Arrangers:

Transcription

1 Securities Note Tele2 AB FRN Tele2 AB Senior Unsecured Open Bond Issue 2012/2017 Arrangers: 22 October 2012

2 Important information This Securities Note, dated 22 October 2012, has been prepared by Tele2 AB (the Issuer or Tele2 ) in connection with the listing of the Bonds, as described in each of the Securities Documents, on Oslo Børs (the Oslo Stock Exchange). The Prospectus (as defined in section 3) has been prepared to comply with the Norwegian Securities Trading Act Sections 7-3 and related legislation and regulations (the Norwegian Securities Trading Act ), including the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council. The Prospectus has been prepared in the English language only. The Prospectus has been approved by the Norwegian Financial Supervisory Authority (the FSAN ) (Norwegian: Finanstilsynet) pursuant to Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. In accordance with section 7-15 of the Norwegian Securities Trading Act, every significant new factor, material mistake, or inaccuracy relating to the information included in the Prospectus, which is capable of affecting the assessment of the Bond between the date of the Prospectus and the time of the listing of the Bonds on Oslo Børs, will be included in a supplement to the Prospectus. Only the Issuer is entitled to procure information about the Issuer and this Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on. Unless otherwise stated, the Prospectus is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply. Copies of the Registration Document, the Securities Notes or the Prospectus as a whole are not being mailed or otherwise distributed or sent in or into or made available in the United States or any other jurisdiction where such distribution is unlawful or inappropriate. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States or any other jurisdiction where such distribution is unlawful or inappropriate. No solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 (as amended) (the US Securities Act ) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Prospectus may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Except for approval by the FSAN, no other measures have been taken to obtain authorisation to distribute the Prospectus in any jurisdiction where such action is required. The Prospectus is not an offer to sell or a request to buy bonds. The content of the Prospectus does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice. Contact the Issuer or the Arranger to receive copies of the Prospectus.

3 TABLE OF CONTENTS: 1. RISK FACTORS PERSONS RESPONSIBLE DETAILED INFORMATION ABOUT THE SECURITIES ADDITIONAL INFORMATION APPENDIX 1 BOND AGREEMENT... 13

4 1. RISK FACTORS An investment in the Bonds involves inherent risk. Before making an investment decision with respect to the Bonds, investors should carefully consider all of the information contained in the Prospectus, and in particular the risks and uncertainties described in this Section 1. Prospective investors should also read the detailed information set out in the Registration Document dated 22 October 2012 and make their own views prior to making any investment decision. Factors which are material for the purpose of assessing the market risks associated with the Bonds Risks related to the market generally All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are three main risk factors that sum up the investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk and market risk (both in general and Issuer specific). The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an underlying positive development in the Issuer s business activities, the price of a bond may fall independent of this fact. Bond issues with a relatively short tenor and a floating coupon rate do however in general carry a lower price risk compared to loans with a longer tenor and/or with a fixed coupon rate. The interest rate risk related to this bond issue will be limited, since the coupon rate will be adjusted quarterly according to the change in the reference interest rate (NIBOR 3 months) over the 5 year tenor. The primary price risk for a floating rate bond issue will be related to the market view of the correct trading level for the credit spread related to the bond issue at a certain time during the tenor, compared with the credit margin the bond issue is carrying. A possible increase in the credit spread trading level relative to the coupon defined credit margin may relate to general changes in the market conditions and/or Issuer specific circumstances. However, under normal market circumstances, the anticipated tradable credit spread will fall as the duration of the bond issue becomes shorter. In general, the price of bonds will fall when the credit spread in the market increases, and conversely the bond price will increase when the market spread decreases. No market-maker agreement is entered into in relation to this Bond issue, and the liquidity of the Bonds will at all times depend on the market participants and their view of the credit quality of the Issuer as well as established and available credit lines. Bonds may not be a suitable investment for all investors The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor s currency, and including a total loss of the investment; understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets; and be able to evaluate (either alone or with the help of advisers) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

5 2. PERSONS RESPONSIBLE 2.1 Persons Responsible for the Information Tele2 AB (publ) (Company registration no: ), Skeppsbron 18, Stockholm, Sweden is responsible for the information given in this Securities Note. 2.2 Responsibility Statement Tele2 AB confirms, taken all reasonable care to ensure that such is the case, that the information contained in this Securities Note is, to the best of knowledge, in accordance with the facts and contains no omission likely to affect its import. Stockholm, 22 October 2012 On behalf of Tele2 AB (publ) Mats Granryd, CEO Mattias Schriwer, Head of Funding 2.3 Disclaimer Statement from the Arrangers DNB Bank ASA and Swedbank First Securities (the Arrangers ) have not assisted the Issuer in preparing the Prospectus. The Arrangers have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Arrangers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in the Prospectus or any other information supplied in connection with bonds issued by Tele2 AB or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving the Prospectus acknowledges that such person has not relied on the Arranger or on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Oslo, 22 October 2012 DNB Bank ASA Swedbank First Securities 2.4 Third Party Information Where information has been sourced from a third party, the information has been accurately reproduced and as far as the Issuer is aware and able to ascertain from information published by that third party, no facts have been omitted which can render the information inaccurate or misleading. Third party sources are identified where applicable.

6 3. DETAILED INFORMATION ABOUT THE SECURITIES ISIN code: NO The Loan/ The reference name: Borrower/ Issuer: Security Type: FRN Tele2 AB Senior Unsecured Open Bond Issue 2012/2017 Tele2 AB Senior unsecured open bond issue with floating rate Amount: NOK 1,500,000,000 First Tranche: NOK 1,000,000,000 Denomination Each Bond: NOK 1,000,000 -each among themselves pari passu ranking Securities Form: The Bonds are electronically registered in book-entry form with the Securities Depository. Disbursement/ Settlement/ Issue date: 24 February 2012 Interest Bearing From and Including: Interest Bearing to: Maturity Date: NIBOR: Margin: Floating (Coupon) Rate: Current Floating (Coupon) Rate: Day Count Fraction: Disbursement/ Settlement/ Issue Date Maturity Date 24 February 2017, or an earlier maturity date as provided for in the Bond Agreement. NIBOR 3 months 2.35% p.a NIBOR 3 months + Margin 2.05% p.a. Act/360 in arrears Issue price: 100% Business Day Convention: Interest Rate Determination Date: Interest Payment Date: Yield: Modified Following If the relevant Interest Payment Date falls on a day that is not a Business Day, the date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. 24 February 2012 and thereafter two Banking Days prior to each Interest Payment Date 24 February, 24 May, 24 August and 24 October each year and the Maturity Date. Any adjustment will be made according to the Business Day Convention. Dependent on the market price. For future Yield, the Floating Rate will be set two Banking Days prior to each Interest Payment Date.

7 The current Floating Rate is 2.05% p.a. Interest Period: Maturity of the loan: Amortisation: Time limit on the validity of claims Redemption: Transfer restrictions Interest payments shall be made in arrears on the Interest Payments Dates each year. The first interest period matures on the first Interest Payment Date after the Issue Date. The next period runs from this date until the next Interest Payment Date. The last period of interest ends on the Maturity Date. 24 February 2017 or an earlier maturity date as provided for in the Bond Agreement. The bonds will run without instalments and be repaid in full at Maturity at par. VPS (the Norwegian central securities depository) will credit due interest and principal to the Bondholders. The limitation period for any interest and principal claims is in accordance with Norwegian legislation, i.e. currently 3 years for interest and 10 years for principal. This is a bullet loan with redemption date 24 February Subject to the restrictions set forth below and any other restrictions that may be imposed on bondholders by local laws to which a bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business), the Bonds are freely transferable and may be pledged. Bondholders located in the United States of America are not permitted to transfer the Bonds except (a) subject to an effective registration statement under the US Securities Act, (b) to a person that the bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge, or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the US Securities Act, and (d) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 there under (if available). Covenants: For Covenants see the Bond Agreement clause 13. Change of control: Upon the occurrence of a Change of Control Event each Bondholder shall have a right of prepayment (a Put Option ) of its Bonds at a price of 100 % of par plus accrued interest. The Put Option must be exercised within two months after the Issuer has given notification to the Bond Trustee and the Bondholders of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place.

8 The Put Option may be exercised by the Bondholders by giving written notice of the request to its Account Manager. The Account Manager shall notify the Paying Agent of the pre-payment request. The settlement date of the Put Option shall be fifteen 15 Business Days following the date when the Paying Agent received the repayment request. On the settlement date of the Put Option, the Issuer shall pay to each of the Bondholders holding Bonds to be prepaid, the principal amount of each such Bond and any unpaid interest accrued up to (but not including) the settlement date. Status of the Bonds and security: The Bonds shall be senior debt of the Issuer. The Bonds shall rank at least pari passu with all other unsecured and unsubordinated obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt. The Bonds are unsecured. Listing: Direct costs in connection with the Prospectus and the listing on Oslo Børs: Purpose: Approvals: At Oslo Børs. Oslo Børs listing 2012: NOK 10,500 FSAN approval fee Securities Note (each): NOK 13,000 FSAN approval fee Registration document: NOK 50,000 Other fees (total): approx. NOK 200,000 The net proceeds of the Bonds shall be employed for general corporate purposes. The Bonds have been issued in accordance with the Issuer s Board approval 6 February The Securities Note has been controlled and approved by the FSAN in relation to a listing application of the Bonds at Oslo Børs. Bond Agreement: The Bond Agreement has been entered into between the Issuer and the Bond Trustee. The Bond Agreement regulates the Bondholder s rights and obligations in relations with the issue. The Bond Trustee enters into the Bond Agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. For more information on the authority of the Bond Trustee, please see clause 15, 16 and 17 in the Bond Agreement (attached to this Securities Note). The Bondholders are, through their subscription, purchase or other transfer of Bond, bound by the terms of the Bond Agreement.

9 The Bond Agreement is available to anyone and may be obtained from the Bond Trustee or the Issuer. Bondholders meeting: At the Bondholders Meeting each Bondholder may cast one vote for each Voting Bond (as defined in the Bond Agreement) owned at close of business on the day prior to the date of the Bondholders Meeting in accordance with the records registered in the Securities Register. Whoever opens the Bondholders Meeting shall adjudicate any question concerning which Bonds shall count as the Issuer s Bonds. The Issuer cannot vote for Bonds owned by the Issuer. For further description of the rights attached to the Bonds, including any limitations of those rights, and procedure for the exercise of those rights, please see clause 16 in the Bond Agreement (attached to this Securities Note). Availability of the Documentation: Bond Trustee: Norsk Tillitsmann ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway. Arrangers: Guarantor: DNB Bank ASA, Stranden 21, N-0021 Oslo and Swedbank First Securities, Filipstad Brygge 1, N Oslo Tele2 Sverige AB. The obligations of the Guarantor shall be limited, if (and only if) required by the provision of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) regulating distribution of assets and it is understood that the liability of the Guarantor only applies to the extent permitted by the above mentioned provision of the Swedish Companies Act. Guarantee: Paying Agent: Calculation Agent: Securities Depository: means a guarantee whereby the Guarantor guarantees to the Bondholders the punctual performance by the Issuer of all its obligations under the Bond Agreement and undertakes with the Bondholders that, whenever the Issuer does not pay any amount when due under the Bond Agreement, the Guarantor must immediately on demand by the Bond Trustee pay that amount as if it were the principal obligor. DNB Bank ASA The Bond Trustee The Securities depository in which the Loan is registered, in accordance with the Norwegian Act of 2002 no. 64 regarding Securities depository. The current Securities Depository is Verdipapirregisteret ( VPS ), P.O. Box 4, 0051 OSLO. Market-Making: There is no market-making agreement entered into in

10 connection with the Bonds. Reuters: Legislation under which the Bonds have been created: Fees and Expenses: Financial information electronically transmitted by the news agency Reuters Norge AS. Norwegian law. The Issuer shall cover any stamp duty and other public fees in connection with the Bonds. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law. Prospectus: means the Registration Document and any number of accompanying Securities Notes. Definitions used and defined in the Bonds Agreement: Account Manager: Business Day: Bondholder: Bonds: Bond Reference Rate: Change of Control Event: means a Bondholder s account manager in the Securities Register. means any day on which Norwegian commercial banks are open for general business, and when Norwegian banks can settle foreign currency transactions, being any day on which the Norwegian Central Bank's Settlement System is open. means a holder of Bond(s), as registered in the Securities Register, from time to time. means the securities issued by the Issuer pursuant to the Bond Agreement, representing the Bondholders underlying claim against the Issuer. means 3 months NIBOR. means any event where any person, or group of persons acting in concert, (other than a Stenbeck Party or any group of person in which a Stenbeck Party is included, in each case either directly or indirectly) becomes entitled to vote for more than 50 per cent of the votes attaching to the issued shares in the Issuer. For the purpose hereof (a) acting in concert means a group of person who, pursuant to an agreement or understanding (whether formal or informal) actively co-operate, through the acquisition of shares in the Issuer, to obtain control of the Issuer and (b) a Stenbeck Party is the estate of Mr. Jan Stenbeck or any of his siblings, uncles, aunts, children, grandchildren or remoter issue or any spouse of any of the foregoing person or the executors, trustees or other legal representatives of the estate or any assets of any of the foregoing persons; including, for the

11 avoidance of doubt, Investment AB Kinnevik (publ) or any of its Subsidiaries (as defined in the Bond Agreement) and/or companies, trusts or other legal entities controlled (for each such company, by way of capital and votes) by one or more Stenbeck Parties. NIBOR: means that the rate for an interest period will be the rate for deposits in NOK for a period as defined under Bond Reference Rate which appears on the Reuters Screen NIBR Page as of noon, Oslo time, on the day that is two Business Days preceding that Interest Payment Date. If such rate does not appear on the Reuters Screen NIBR Page, the rate for that Interest Payment Date will be determined as if the Bond Reference Rate is NIBOR Reference Rate as the applicable floating rate option. (Norwegian Interbank Offered Rate) NIBOR Reference Rate: Payment Date: means that the rate for an interest period will be determined on the basis of the rates at which deposits in NOK are offered by four large authorised exchange banks in the Oslo market (the Reference Banks ) at approximately noon, Oslo time, on the day that is two Business Days preceding that Interest Payment Date to prime banks in the Oslo interbank market for a period as defined under Bond Reference Rate commencing on that Interest Payment Date and in a representative amount. The Bond Trustee will request the principal Oslo office of each Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Payment Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Payment Date will be the arithmetic mean of the rates quoted by major banks in Oslo, selected by the Bond Trustee, at approximately noon, Oslo time, on that Interest Payment Date for loans in NOK to leading European banks for a period as defined under Bond Reference Rate commencing on that Interest Payment Date and in a representative amount. means a date for payment of principal or interest.

12 4. ADDITIONAL INFORMATION The involved persons in Tele2 AB have no interest, nor conflicting interests that are material to the Bonds. Tele2 AB has mandated DNB Bank ASA and Swedbank First Securities as Arrangers for the issuance of the Bonds. The Arrangers have acted as advisors to Tele2 AB in relation to the pricing of the Bonds. Each bond is negotiable. The Securities Note will be published in Norway.

13 APPENDIX 1 BOND AGREEMENT