FINAL TERMS DATED 16 NOVEMBER 2010 TAURUS CAPITAL SA.

Transcription

1 FINAL TERMS DATED 16 NOVEMBER 2010 TAURUS CAPITAL SA. a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 19, rue de Bitbourg, L-1273 Luxembourg, registered with the Luxembourg trade and companies register under number B and subject to the Luxembourg act dated 22 March 2004 on securitisation, as amended (the "Securitisation Act 2004") acting in respect of Compartment Final Terms of Series of up to 2,000,000,000 SEK SPAX Europa Trygghet Bonds due May (the "Bonds") issued pursuant to the Limited Recourse Instruments Programme PART A CONTRACTUAL TERMS Final Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Bonds (the Conditions), as set forth in the Base Prospectus dated 5 November 2010 (the Prospectus) which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) and the Luxembourg act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005). This document constitutes the Final Terms of the Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and Article 8.4 of the Prospectus Act 2005 and must be read in conjunction with the Prospectus. Full information on the Issuer and the offer of the Bonds is only available on the basis of the combination of these Final Terms and the Prospectus (as supplemented from time to time). The Prospectus is available for viewing at the office of BNP Paribas Securities Services, Luxembourg Branch, currently at 33, rue de Gasperich, Howald Hesperange, 2085 Luxembourg (from which copies of the Prospectus may also be obtained) and on the website of the Luxembourg Stock Exchange ( Unless the context otherwise requires, expressions used herein and not otherwise defined in the Prospectus or the Series Instrument (as defined below) shall have the meanings respectively ascribed to them by the provisions of the 2006 ISDA Definitions (the 2006 Definitions), as published by the International Swaps and Derivatives Association, Inc. If there is any inconsistency between the ISDA Definitions and the provisions of these Final Terms, the provisions of these Final Terms will prevail. References in the Final Terms to paragraphs and sub-paragraphs are to the paragraphs and sub-paragraphs of the Final Terms, unless the context requires otherwise. Italicised provisions herein are for information only and do not form part of the Final Terms. By subscribing to the Bonds, or otherwise acquiring the Bonds, a holder of Bonds expressly acknowledges and accepts that the Issuer (i) is subject to the Securitisation Act 2004 and (ii) has created Compartment in respect of the Bonds to which all assets, rights, claims and agreements relating thereto will be allocated. The holder of Bonds acknowledges and accepts the subordination waterfall and the priority of payments included in the Final Terms, the articles of association of the Issuer and the Prospectus. Furthermore, the holder of Bonds acknowledges and accepts that it has only recourse to the assets of Compartment and not to the assets allocated to other compartments created by the Issuer or to any other assets of the Issuer. The holder of Bonds acknowledges and accepts that once all the assets allocated to Compartment have been realised, it is not entitled to take any further steps against the Issuer to recover any further sums due and the right to receive any such sum shall be extinguished. The holder of Bonds accepts not to attach or otherwise seize the assets of the Issuer allocated to Compartment or to other compartments of the Issuer or other assets of the Issuer. In particular, no holder of Bonds shall be entitled to petition or take any other step for the winding-up, the liquidation or the bankruptcy of the Issuer, or any other similar proceedings ICM:

2 1. Issuer: Taurus Capital SA.. Under the Securitisation Act 2004, the Issuer as a regulated entity within the meaning of articles 19 et seq. of the Securitisation Act 2004 is entitled to issue securities or shares to the public on an ongoing basis. The board of directors of the Issuer has created a separate compartment in respect of the Bonds to which all the assets and liabilities relating to the Bonds will be allocated. See paragraph Arranger: Luxembourg Financial Group A.G. acting through its office at 19, rue de Bitbourg, L-1273 Luxembourg. 3. (a) Series Number: (b) Type of Instruments: The Instruments are Bonds. The Bonds are Swedish Bonds. The provisions of Annex 7 of the Terms and Conditions Additional Terms and Conditions for Swedish Bonds shall apply 4. Secured/Unsecured: Unsecured Bonds 5. Relevant Currency: Swedish krona (SEK) 6. Principal Amount Up to SEK 2,000,000, Status: Unsecured and limited recourse obligations of the Issuer 8. (a) Denomination SEK 1,000 (b) Calculation Amount SEK 1, Issue Price: 100 per cent. of Principal Amount 10. Issue Date: 23 December Maturity Date 12 May 2014 (the Scheduled Maturity Date) subject to adjustment in accordance with the Following Business Day Convention PROVISIONS RELATING TO INTEREST 12. Interest PROVISIONS RELATING TO REDEMPTION 13. Redemption: Final payment for Swedish Bonds will be made in accordance with the provisions of Annex 7 of the Terms and Conditions Additional Terms and Conditions for Swedish Bonds Purchases: Condition 5.5 (Purchases) will apply to the Bonds ICM:

3 Redemption or Cancellation at the Option of the Issuer and Exercise of Issuer's Options: (A) (B) (C) The Issuer's Option Period means in respect of Condition 5.7, the period from (and including) 23 December 2010 to (and including) 5 May The Specified Percentage is. The Relevant Period is. No other Optional Redemption: Swap Counterparty or Option Counterparty Default Early Redemption or Cancellation: Redemption or cancellation at the option of the holder of the Bonds: Conditions 5.4, 5.6 and 5.9 will not apply to the Bonds. Applicable. Mandatory Redemption or Cancellation: The Bonds will be subject to mandatory redemption (in whole) under Condition 5.2 or 5.3. The Early Redemption Amount for the purposes of any redemption or cancellation of the Bonds pursuant to Condition 5 or Condition 11 shall be an amount equal to the realised market value of the Series Assets Redemption Provisions for: A) Index Linked Bonds Applicable The provisions of Annex 5 of the Terms and Conditions Additional Terms and Conditions for Index Linked Instruments shall apply. (a) (b) Index/Basket of Indices/ Index Sponsor(s): Calculation Agent responsible for making calculations in respect of the Bonds: EURO STOXX 50, Price Return Index (Bloomberg page: SX5E) The EURO STOXX 50 Index is a Multi-Exchange Index The Index Currency for the EURO STOXX 50 Index is EUR Applicable (c) Final Redemption Amount: The Final Redemption Amount per Bond will be determined by the Calculation Agent in its sole and absolute discretion in accordance with the following formula: Calculation Amount + Calculation Amount x Max Global Floor; Coupon ICM:

4 40 t 1 Min (Cliquet t, 0) Where: Coupon means a percentage to be determined by the Calculation Agent in its sole and absolute discretion on the Trade Date. At the date of these Final Terms the Coupon is expected to be 40 per cent.. The Coupon will be published on the Issuer's website ( and on no later than 27 December Global Floor means a percentage to be determined by the Calculation Agent in its sole and absolute discretion on the Trade Date. At the date of these Final Terms, the Global Floor is expected to be between 2.5 per cent. and 3.5 per cent. (inclusive) but there is no guarantee that the Global Floor determined on the Trade Date will be within this range. The Global Floor will be published on the Issuer's website ( and on no later than 27 December Cliquet t means the percentage calculated by the Calculation Agent in accordance with the following Reference Levelt Reference Levelt 1 formula: ReferenceLevelt 1 Where: Reference Level t Valuation Date t.. means the Index Closing Level on (d) Averaging: (e) Index Performance: (f) Exchange Rate: (g) Weighting: (h) Exchange(s): The definition in Annex 5 of the Terms and Conditions Additional Terms and Conditions for Index Linked Instruments shall apply (i) Related Exchange: EUREX (j) Valuation Date(s): For t equals 0, the Valuation Date will be the Trade Date For t equalling 1,2,3,4 to 39, the Valuation Date will be the 15th calendar day of each month in the period from (and including) January 2011, to (and including) March 2014 or, ICM:

5 in each case, if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day. For t equals 40, the Valuation Date will be 21 April 2014 (k) Valuation Time: The Scheduled Closing Time on the Related Exchange. (l) Observation Date(s): (m) Observation Period: (n) Disrupted Day: The definition in Annex 5 of the Terms and Conditions Additional Terms and Conditions for Index Linked Instruments - shall apply (o) Trade Date: 15 December 2010 (p) (q) Additional Disruption Events: Other terms or special conditions: The following Additional Disruption Events apply to the Bonds: Change of Law Hedging Disruption Increased Cost of Hedging B) Equity Linked Bonds: C) Fund Linked Bonds: 14. Talons to be attached to Bonds and, if applicable, the number of Interest Payment Dates between the maturity for each Talon: 15. Business Day Jurisdictions for Condition 6.8 (jurisdictions required to be open for payment): 16. (a) Bonds to be represented on issue by: Luxembourg and Stockholm Settlement Days. In the Final Terms and for the purposes of the Conditions, references to Business Days shall (except where specified otherwise) be construed as references to days which are Business Days in either Luxembourg or Stockholm Settlement Day and Relevant Business Days shall (except where specified otherwise or the context requires) be construed as references to days which are Business Days in Luxembourg and Stockholm. Permanent Global Bond held by Common Depositary for Euroclear ICM:

6 (b) Applicable TEFRA exemption (for bearer instruments only) (c) Temporary Global Bond exchangeable for Permanent Global Bond/Definitive Bonds TEFRA C Rules. PROVISIONS RELATED TO SERIES ASSETS 17. Security: 18. Secured Collateral/Unsecured Collateral (1) The Unsecured Collateral will comprise a Covered Note issued by Swedbank Hypotek and admitted to trading on NASDAQ OMX Stockholm Stock Exchange (identified with the ISIN SE ) (the Unsecured Collateral). (2) Condition 7.6(a) (Replacement of Secured Collateral or Unsecured Collateral) will not apply to the Bonds. (3) Condition 7.6(b) (Substitution of Secured Collateral or Unsecured Collateral) will apply to the Bonds. (4) Condition 7.7 (Purchase of Secured Collateral or Unsecured Collateral maturing after the Maturity Date) will apply to the Bonds. (5) The Selling Agent is Swedbank AB. 19. Swap Agreement: Under an ISDA Master Agreement which the Issuer and the Swap Counterparty have entered into by executing the Series Instrument (the ISDA Master Agreement), as supplemented by a confirmation thereto with an effective date of the Trade Date: As more particularly described in the Swap Agreement, under the Swap Agreement, the Swap Counterparty will pay to the Issuer an amount equal to the discounted sum of all future coupons payable to the Issuer in respect of the Unsecured Collateral and the Issuer will be obliged to pay to the Swap Counterparty an amount equal to each coupon it receives on each coupon payment date in respect of the Unsecured Collateral. Swap Counterparty Ratings Downgrade: Swap Counterparty: Swedbank AB at its registered office for the time being Brunkebergstorg 8, Stockholm, Sweden. In its capacity as Swap Counterparty, Swedbank AB is also designated as the calculation agent for the purpose (the Swap ICM:

7 Calculation Agent) of the Swap Agreement. Any determination by the Swap Calculation Agent shall be conclusive and binding on the Issuer, the Bondholders, the Issuing and Paying Agent, the Paying and Exchange Agent and all other persons save in the case of manifest error and (without prejudice to section 4.14 of the 2006 Definitions) no liability shall attach to the Swap Calculation Agent in respect thereof. 20. Option Agreement: Under the ISDA Master Agreement, as supplemented by a confirmation thereto with an effective date of the Trade Date The Issuer will use amounts received from the Swap Counterparty under the Swap Agreement to purchase a cliquet option on the Index from the Option Counterparty, all as more particularly described in the Option Agreement. Option Counterparty: Option Counterparty Ratings Downgrade: Swedbank AB 21. Repurchase Agreement: No Repurchase Counterparty: 22. Credit Support Document: No. 23. Additional Security Document(s): GENERAL PROVISIONS APPLICABLE TO THE BONDS 24. General Provisions Applicable to Bonds: Bond Condition 5.2 (Mandatory Redemption) is amended by the insertion of the words "or Unsecured Collateral, as the case may be," after the words "all such Secured Collateral" in the first line of the final paragraph of Bond Condition 5.2 and after the words "all remaining Secured Collateral" in the second line of the final paragraph of Bond Condition Specific terms and conditions: 26. Separate Compartment: A separate compartment has been created by the board of directors of the Issuer in respect of the Bonds (the Compartment). The Compartment is a separate part of the Issuer's assets and liabilities. The Series Assets relating to the Bonds (comprising the Unsecured Collateral, the Swap Agreement and the Option Agreement) are exclusively available to satisfy the rights of the holders of the Bonds (in accordance with the terms and conditions set out in these Final Terms) and the rights of the creditors whose claims have arisen at the occasion of the creation, the operation or the liquidation of the Compartment, as contemplated by article 9 of the articles of association of the Issuer ICM:

8 27. Stabilising Agent (if any): 28. Purchaser: Swedbank AB (publ) Responsibility Subject as provided below the Issuer accepts responsibility for the information contained in the Final Terms. The information set out in paragraph 23 of Part B of this document has been extracted from publically available sources. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain, no facts have been omitted which would render the reproduced information inaccurate or misleading. Signed on behalf of the Issuer: TAURUS CAPITAL SA By... Underwriting There is no underwriting of the Bonds. Secondary Trading Swedbank AB, with as registered address Brunkebergstorg 8, Stockholm, Sweden, will maintain a secondary market on a best efforts basis on the Nasdaq OMX Stockholm Stock Exchange ICM:

9 PART B OTHER INFORMATION 1. i. Listing: ii. Admission to trading: iii. Estimate of total expenses related to admission to trading: Application will be made to list the Bonds on the Nasdaq OMX Stockholm Stock Exchange. Application will be made for the Bonds to be admitted to trading on the regulated market of the Nasdaq OMX Stockholm Stock Exchange. 2. The Bonds have been accepted in Euroclear and have the following security codes: Common Code: ISIN Code: XS Rating: The Bonds are unrated 4. Custody: BNP Paribas Security Services, Luxembourg Branch 5. Agent for Service of Process: Luxembourg Financial Group A.G. at its London branch at for the time being (currently at 1/2 Royal Exchange Buildings, London EC3V 3LF). 6. Trustee: 7. Paying and Exchange Agent: BNP Paribas Securities Services, Luxembourg Branch Include the following additional sections of Part B in relation to any Bonds to be listed 8. Transfer Agent BNP Paribas Securities Services, Luxembourg. 9. Issuing and Paying Agent BNP Paribas Securities Services, Luxembourg. 10. Luxembourg Listing Agent. 11. Luxembourg Paying Agent BNP Paribas Securities Services, Luxembourg. 12. Swedish Agent (for Swedish Bonds only) Swedbank AB 13. Other Parties: Euroclear Sweden AB of Box 7822 SE Stockholm ICM:

10 as accountholder at Euroclear. The Calculation Agent in respect of the Bonds shall be Swedbank AB. 14. Distribution: If syndicated, names and addresses of managers and details of underwriting commitments: If non-syndicated, name and address of Arranger: Total commission and concession: Stabilising Agent (if any): Luxembourg Group A.G. acting through its office at 19, rue de Bitbourg L-1273 Luxembourg An aggregate amount payable directly or indirectly to the Distributor, on or around the Issue Date, equal to an amount per annum of up to 1.25 per cent. of the Aggregate Principal Amount 15. Notification and Authorisation: The CSSF has provided the Swedish Financial Supervisory Authority with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive and the Prospectus Act Public Offers The Issuer has, by a resolution of the Board of the Issuer dated 15 November 2010, authorised the use of these Final Terms and the Base Prospectus dated 5 November 2010 by the Arranger and Swedbank AB of Brunkebergstorg 8, Stockholm, Sweden (the Distributor and, together with the Arranger, the Financial Intermediaries) in connection with offers of the Bonds to the public in Sweden for the period set out in paragraph 16 below. Offer Period: Offer Price: The period from (and including) 16 November to and (including) 10 December The Issuer has offered the Bonds to the Purchaser at the issue price of 100 per cent. of the Principal Amount. Minimum subscription amount: SEK 5,000 Conditions to which the offer is subject: Offers of the Bonds are conditional on their issue, on the Principal Amount amounting to at least SEK 10,000,000 and on any additional conditions set out in the standard terms of business of the Financial Intermediaries, notified to investors by such relevant Financial Intermediaries The Issuer reserves the right, in its absolute discretion, to cancel the issue of the Bonds at any time on or prior to the Trade Date. In such an event, all subscription monies relating to applications for Bonds will be returned (without interest) to applicants at the applicant's risk by no later than ICM:

11 five days after the date on which the issue of the Bonds is cancelled Description of the application process: Details of the minimum and/or maximum amount of application: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the method and time limits for paying up and delivering the Bonds: Manner and date in which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Bonds are offered: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: The Bonds will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. Investors will be notified by the relevant Financial Intermediary of their allocations of Bonds and the settlement arrangements in respect thereof. Offers may be made by the Financial Intermediaries in Sweden to any person. In other EEA countries, offers will only be made by the Financial Intermediaries pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus. The results of the offer will be published no later than 27 December 2010 on the Issuer's website ( and on No dealings in the Bonds on a regulated market for the purposes of the Markets in financial instruments directive "MiFID" 2004/39/EC may take place prior to the Issue Date. Amount of any expenses and taxes specifically charged to the subscriber or purchaser: 17. Interests of Natural and Legal Persons Involved in the Offer: Save for any commission and concession payable to the Financial Intermediaries, so far as the Issuer is aware, no person involved in the issue of the Bonds has an interest material to the offer ICM:

12 18. Reasons for the Offer, Estimated Net Proceeds and Total Expenses: Reasons for the offer: Estimated net proceeds:. 19. Estimated total expenses: 20. Yield (Fixed Rate Bonds only): Indication of yield: 21. Historic Interest Rates (Floating Rate Bonds only):. 22. Secured Collateral: 23. Performance of Index/Formula, or other relevant underlying asset and explanation of effect on value of investment and associated risks: Performance for EURO STOXX 50, Price Return Index (Bloomberg page: SX5E) from 2 January 2002 to 15 November 2010: The EURO STOXX 50 is the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors ( Licensors ), which is used under license. The Bonds based on the Index are in no way sponsored, endorsed, sold or promoted by STOXX and its Licensors and neither of the Licensors shall have any liability with respect thereto. Further information about the Index is available at Product Specific Risk Factors See "Investor Suitability" and "Risk Factors" in the Prospectus. Investors in the Bonds should note that each Cliquet (which, in each case, references the comparative monthly performance of the Index between Valuation Dates) that produces a negative result (where the relevant Index Closing Level on the Valuation Date at the end of the ICM:

13 ICM: Cliquet is lower than the relevant Index Closing Level on the Valuation Date at the start of the Cliquet) will have the effect of reducing the Coupon for the purposes of determining the Final Redemption Amount in respect of the Bonds.