Commentary & Deal Flow

IPTs: PerpNC8: 7.250-7.375%

• Issuer: Skandinaviska Enskilda Banken AB (publ)
• LEI: F3JS33DEI6XQ4ZBPTN86
• Instrument: Additional Tier 1 Convertible Notes
• Status: The Notes constitute unsecured, subordinated obligations of the Bank, in respect of which, upon the occurrence of a Trigger Event, the rights and claims of each Holder under the Notes will automatically convert into Class A Shares, as provided in Chapter 15 of the Swedish Companies Act and the Condition on Loss Absorption of the Notes, and the Notes will - in the event of the voluntary or involuntary liquidation or bankruptcy of the Bank - rank senior to share capital and junior to other depositors and unsecured creditors and other subordinated creditors of the bank that do not rank, or are not expressed to rank, pari passu with the Notes
• Issuer Ratings: Aa3/AA-/AA+ (Moody's/S&P/Fitch)
• Expected Instrument Ratings: Baa2/BBB+ (Moody's/Fitch)
• Size: US$600m (WNG)
• Maturity: Perpetual
• First Reset Date: 02-Jun-34
• Settlement Date: 02-Jun-26 (T+5)
• IPTs: 7.250-7.375% (S/A) coupon
• Interest: [•]%, Fixed until the First Reset Date, reset every 5 years thereafter (non-step) to the sum of the relevant 5 Year USD SOFR Mid-Swap Rate and [•] bps (the Reset Margin), payable semi-annually in arrear on the outstanding principal amount, subject to Interest Cancellation
• Interest Cancellation: The Bank may elect, in its sole and absolute discretion, to cancel any payment of interest that is otherwise scheduled to be paid on an Interest Payment Date in whole or in part at any time for any reason. The Issuer will also be obliged to cancel interest in certain circumstances as provided in the Condition on Cancellation of Interest
• Trigger Event: Either the CET1 Ratio of the Bank is less than 5.125% or the CET1 Ratio of the SEB Group (as defined in the Information Memorandum) is less than 8%
• Loss Absorption Mechanism: If a Trigger Event occurs, the Notes will be converted automatically (and without any requirement for the consent or approval of Holders) into Conversion Shares at the Conversion Price on the date of such Trigger Event
• Settlement Shares Offer: The Settlement Shares Offer shall be made on a pro rata basis to all eligible shareholders of the Bank in the Settlement Shares Offer. The Conversion Shares shall be offered to such shareholders at a net price per Conversion Share equal to the Conversion Price
• Conversion Price: The higher of (i) the Current Market Price of a Class A Share, translated into USD at the Prevailing Exchange Rate, (ii) the Floor Price USD 7.96 and (iii) the quota value (kvotvärde) of a Class A Share, translated into USD at the Prevailing Exchange Rate
• Floor Price: US$7.96 (subject to limited anti-dilution adjustments)
• Class A Shares: Means fully paid class A shares in the capital of the Bank, each of which confers on the holder one vote at general meetings of the Bank
• Issuer Call: Optional Early Redemption on the First Reset Date or at any time thereafter, at the outstanding principal amount together, if appropriate, with interest accrued to (but excluding) the relevant redemption date, subject to the prior approval of the SFSA (to the extent then required) and Applicable Banking Regulations then in force
• Additional Early Redemption: At the option of the Issuer following a Tax Event, Capital Event, or if 25% or less of the aggregate nominal amount of the Notes are outstanding, at their outstanding principal amount with accrued interest (if any), subject to the prior approval of the SFSA (to the extent then required) and Applicable Banking Regulations then in force
• Acknowledgement of Bail in and Loss Absorption Powers: Contractual Acknowledgement of Bail-in and Loss Absorption Powers
• Substitution and Variation: At the option of the Issue following a Tax Event, Capital Event, or to ensure the effectiveness or enforceability of the exercise of any Bail-in and Loss Absorption Powers, possibility to either substitute or vary the terms of Notes, without any requirement for the consent or approval of the Holders, so that the Notes become or remain Qualifying Additional Tier 1 securities, subject to the prior approval of the SFSA and certain other conditions as set out in the Information Memorandum
• Waiver of set-off: Applicable
• Law: English law, except for status and subordination, any conversion of the Notes into Class A Shares and any Compulsory Acquisition Proceedings which are governed by Swedish Law
• Denominations: US$200k x US$200k
• Listing: Euronext Dublin, Global Exchange Market
• Clearing: Euroclear / Clearstream
• Day Count: 30/360
• Business Day Convention: Following business day convention, unadjusted
• Business Days: NY/Ldn/Sthlm
• ISIN / Common Code: XS3394042322 / 339404232
• Form: Bearer notes
• Target Market: MiFID II and UK MiFIR professionals / ECPs-only / No EU PRIIPs KID or DISC disclosure document – Manufacturer target market (MiFID II product governance and UK MiFIR product governance rules) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (“KID”) or disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) has been prepared as the Notes are not deemed within scope and not available to retail in the EEA or the United Kingdom. No sales to retail clients (as defined in COBS 3.4) in the UK or (as defined in point (11) of MiFID II) in the EEA
• Selling Restrictions: US: Reg S Category 2. TEFRA D; Singapore; Hong Kong, as more fully set out in the Information Memorandum
• Notification under section 309b(1)(c) of the Securities and Futures Act (2020 Revised Edition) of Singapore (as modified or amended from time to time, the "SFA"): The Bank has determined the classification of the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in the MAS (the “Monetary Authority of Singapore”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
• Joint Lead Managers: BofA Securities, Deutsche Bank, Goldman Sachs Bank Europe SE, Morgan Stanley, SEB, UBS Investment Bank
• Advertisement: This announcement is an advertisement and is not a prospectus for the purposes of the EU Prospectus Regulation. The final Information Memorandum will be prepared and made available to the public in accordance with the EU Prospectus Regulation. The final Information Memorandum, when published, will be available at https://www.euronext.com/en/markets/dublin.
• Roadshow Link: Direct Link: https://irpro.fin-smart.co/deal/SEB$AT1 (recommended) OR Visit: https://irpro.fin-smart.co/auth/investor/login Entry Code: SEB$AT1
• Stabilisation: Relevant stabilisation regulations apply
• Timing: Books open, today's business