SKANDINAVISKA ENSKILDA BANKEN AB (publ) ANNOUNC...

16 June 2009 NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW) Skandinaviska Enskilda Banken AB (publ) (the Bank) today announces its invitation to the holders of its outstanding £500,000,000 Perpetual Step-up Subordinated Fixed and Floating Rate Instruments (the Perpetual Step-up Instruments) and £375,000,000 Fixed to Floating Rate Undated Subordinated Instruments (the Undated Subordinated Instruments and, together, the Notes) to tender their Notes for purchase by the Bank for cash (each such invitation, an Offer). The offers are made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 16 June 2009 (the Tender Offer Memorandum). The purpose of the Offers is to create additional Core Tier 1 capital in the capital structure of the Bank in order to improve and to strengthen the quality of its capital base without materially affecting its capital position from both a regulatory and a rating agency perspective. Outstanding First Maximum nominal call Purchase Acceptance ISINs/Common Codes amount dates Price Amount Perpetual XS0237655435/023765543 £500,000,000 9 Step-up December Instruments 2010 Up to Undated XS0276252581/027625258 £375,000,000 Interest £400,000,000 Subordinated Payment in aggregate Instruments Date 75 per nominal falling cent. amount of on or the Notes nearest tendered for to 28 purchase November 2011 Copies of the Tender Offer Memorandum are available from the Managers and the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. Details of the Offers The Bank will pay a cash purchase price of 75 per cent. of the nominal amount of the Notes (the Purchase Price) validly tendered and accepted for purchase pursuant to the relevant Offer. If the Bank decides to accept for purchase valid tenders of Notes pursuant to either or both of the Offers, the Bank proposes to accept for purchase up to £400,000,000 in aggregate nominal amount of such Notes (the Maximum Acceptance Amount). The Bank will determine, in its sole discretion, the aggregate nominal amount (if any) of the Notes of each series it will accept for purchase pursuant to the relevant Offer (each a Series Acceptance Amount) on the Business Day following the Expiration Deadline and the outcome of such determinations will be announced as soon as reasonably practicable after they are made. The Bank will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers. Tender Instructions In order to participate in an Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 23 June 2009 (the Expiration Deadline). Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. Scaling If the aggregate nominal amount of Notes of a series validly tendered pursuant to the relevant Offer is greater than the Series Acceptance Amount for that Series, the Bank intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Notes accepted for purchase (if any) is no greater than such Series Acceptance Amount. Please refer to the Tender Offer Memorandum for further details. Indicative Offer Timetable Events Times and Dates Offers announced Tuesday, 16 June 2009 4.00 p.m. (London time) on Expiration Deadline Tuesday, 23 June 2009 Final deadline for receipt of valid Tender Instructions by the Tender Agent. Announcement of Offer Results On the Business Day Announcement of whether the Bank will following the above accept valid tenders of Notes for purchase Expiration Deadline pursuant to either or both of the Offers and, if so accepted, each Series Acceptance Amount and any Scaling Factor. Settlement Date No later than the fifth Expected settlement date for the Offers. Business Day following the Expiration Deadline. The Bank may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate either Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Bank to so extend, re-open, amend and/or terminate the Offers. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines set out above in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers. The deadlines set by each Clearing System for the submission of Tender Instructions will also be earlier than the relevant deadlines above. Unless stated otherwise, announcements in connection with the Offers will be made through RNS. Such announcements may also be found on the relevant Reuters International Insider Screen and be made by (i) the issue of a press release to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, holders of Notes may contact the Managers for information. The contact details of the Tender Agent and the Managers are set out below. Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers. HSBC Bank Plc and UBS Limited are acting as Dealer Managers, the Bank is acting as Co-Dealer Manager and Lucid Issuer Services Limited is acting as the Tender Agent. The Tender Agent is the agent of the Bank and the Tender Agent owes no duty to any Noteholder. Questions and requests for assistance in connection with the Offers may be directed to any of the Managers. Dealer Managers HSBC Bank plc UBS Limited 8 Canada Square 1 Finsbury Avenue London E14 5HQ London EC2M 2PP United Kingdom United Kingdom Telephone: +44 20 7991 5874 Telephone: +44 20 7567 0525 Attention: Andrew Montgomery Attention: Liability Email: liability.management@hsbcib.com Management Group - Mark T Watkins Email: mark-t.watkins@ubs.com Co-Dealer Manager Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 SE-106 40 Stockholm Kingdom of Sweden Telephone: +46 8 506 23 218 Attention: Peter Swärd Email: peter.sward@seb.se Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent. Tender Agent Lucid Issuer Services Limited 436 Essex Road London N1 3QP United Kingdom Telephone: +44 20 7704 0880 Fax: +44 20 7067 9098 Attention: David Shilson, Yves Theis email: seb@lucid-is.com Disclaimer: This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you have any doubt as to the action you should take, you are recommended to seek your own financial advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Offer. None of the Managers, the Tender Agent or the Bank makes any recommendation as to whether holders of Notes should tender Notes for purchase pursuant to the Offers. OFFER AND DISTRIBUTION RESTRICTIONS United States The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from within the United States. Any purported tender of Notes resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Notes participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. Italy The Offers are not being made, directly or indirectly, in the Republic of Italy (Italy). The Offers and this Tender Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Notes are notified that, to the extent such holders are located or resident in Italy, the Offers are not available to them and they may not tender Notes for purchase pursuant to the Offers and, as such, any Tender Instructions received from or on behalf of such persons shall be ineffective and void, and neither this Tender Offer Memorandum nor any other documents or materials relating to the Offers or the Notes may be distributed or made available in Italy. Other United Kingdom (investment professionals and persons within Article 43 or otherwise of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 only / Belgium (qualified investors) / France (certain qualified investors and providers of investment services relating to portfolio management for the account of third parties, other than individuals). ---END OF MESSAGE--- http://hugin.info/136036/R/1323025/310354.pdf This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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