Prospectus regarding SEB's rights issue 2009
Not for distribution or release, directly or indirectly, in or into the United States, Canada, Australia, or Japan or any other jurisdiction in which the distribution or release would be unlawful. Other restrictions are applicable. Please see the important notice at the end of the press release. This is a translation of the original Swedish language press release and, in the event of a dispute, the original Swedish language press release shall prevail.
Download information about the Rights Issue here (pdf)
Download the Rights Issue Prospectus here (pdf)
As previously announced, Skandinaviska Enskilda Banken AB (publ) has resolved to raise approximately SEK 15 billion in a new issue of shares with preferential rights for SEB’s shareholders.
The Board of Directors has prepared a prospectus regarding the rights issue, which has been approved and registered with the Swedish Financial Supervisory Authority. The prospectus is available on the top of this page. The prospectus is also available free of charge at SEB’s head office at Kungsträdgårdsgatan 8 in Stockholm, Sweden, and subject to applicable securities laws may be ordered by telephone, +46 8 779 96 91.
An information brochure in Swedish will be distributed to directly registered shareholders with addresses in Sweden. The prospectus in Swedish or English will, with certain exceptions, be distributed to directly registered shareholders with addresses outside Sweden. Nominee-registered shareholders should immediately contact their nominee for information and instructions.
For further information, please contact:
Jan Erik Back, CFO, +46 8 22 19 00
Ulf Grunnesjö, Head of Investor Relations, +46 8 763 8501, + 46 70 763 8501
Odd Eiken, Head of Group Communications, +46 8 763 8730, +46 70 763 8730
The information has been made public according to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. This information was published at 16:00 CET on 10 March 2009.
Disclaimer
General
This press release does not constitute an offer for sale of securities of SEB (the “Company”) in the United States, Canada, Australia or Japan. Such securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.
No communication or information related to the capital increase of the Company with preferential subscription rights (“Rights”) for the Company shares (“Shares”) may be disseminated to the public in jurisdictions other than Sweden (and any other jurisdiction into which the offering of Shares or Rights has been passported) where prior registration or approval is required for that purpose.
The issue, exercise or sale of Rights and the subscription or purchase of Shares or Rights are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
This document does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company. This document does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This document has not been approved by any regulatory authority. This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this document except on the basis of information provided in the prospectus to be published by the Company on its website in due course.
European Economic Area
The Company has not authorized any offer to the public of Shares or Rights in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of Shares or Rights has been passported. With respect to each Member State of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of Shares or Rights has been passported) and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of Shares or Rights requiring a publication of a prospectus in any Relevant Member State. As a result, the Shares or Rights may only be offered in Relevant Member States:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43 million and (3) an annual net turnover of more than EUR 50 million, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances, not requiring the Company to publish a prospectus as provide under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an “offer to the public of Shares or Rights” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares and Rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Canada, Australia and Japan
The Rights or Shares are not being offered or sold or acquired in Canada, Australia or Japan.
Forward-Looking Statements
This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.