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Name | Symbol | Market | Type |
---|---|---|---|
AB Svensk Ekportkredit | AMEX:RJZ | AMEX | Bond |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.80 | 0 | 01:00:00 |
Subject to Completion
Preliminary Term Sheet dated February 28, 2020 |
Filed Pursuant to Rule 433
Registration Statement No. 333-221336 (To Prospectus dated November 3, 2017, Prospectus Supplement dated November 3, 2017 and Product Supplement EQUITY INDICES ARN-2, dated November 3, 2017) |
Per Unit
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Total
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Public offering price(1)
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$10.00
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$
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Underwriting discount(1)
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$0.20
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$
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Proceeds, before expenses, to SEK
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$9.80
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$
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(1)
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For any purchase of 500,000 units or more in a single transaction by an individual investor or in combined transactions with the investor's household in this offering, the public offering price and the underwriting discount will be $9.95 per unit and $0.15 per unit, respectively. See Supplement to the Plan of Distribution below.
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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Accelerated Return Notes®
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TS-2
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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■
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Product supplement EQUITY INDICES ARN-2, dated November 3, 2017:
https://www.sec.gov/Archives/edgar/data/352960/000104746917006767/a2233694z424b3.htm |
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Prospectus and prospectus supplement, each dated November 3, 2017:
https://www.sec.gov/Archives/edgar/data/352960/000104746917006760/a2233548zf-3asr.htm |
Accelerated Return Notes®
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TS-3
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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You may wish to consider an investment in the notes if:
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The notes may not be an appropriate investment for you if:
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You anticipate that the Index will increase moderately from the Starting Value to the Ending Value.
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You are willing to risk a loss of principal and return if the Index decreases from the Starting Value to the Ending Value.
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You accept that the return on the notes will be capped.
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You are willing to forgo the interest payments that are paid on traditional interest bearing debt securities.
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You are willing to forgo dividends or other benefits of owning the stocks included in the Index.
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You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes.
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You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.
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You are willing to consent to the exercise of any Bail-in Power by the relevant Swedish resolution authority.
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You believe that the Index will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.
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You seek principal protection or preservation of capital.
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You seek an uncapped return on your investment.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on the stocks included in the Index.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.
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You are unwilling to consent to the exercise of any Bail-in Power by the relevant Swedish resolution authority.
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Accelerated Return Notes®
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TS-4
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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Accelerated Return Notes
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This graph reflects the returns on the notes, based on the Participation Rate of 300% and a Capped Value of $12.20 per unit (the midpoint of the Capped Value range of [$12.00 to $12.40]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the stocks included in the Index.
This graph has been prepared for purposes of illustration only.
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Ending Value
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Percentage Change from the Starting Value to the Ending Value
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Redemption Amount per Unit
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Total Rate of Return on the Notes
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0.00
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-100.00%
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$0.00
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-100.00%
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50.00
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-50.00%
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$5.00
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-50.00%
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80.00
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-20.00%
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$8.00
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-20.00%
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90.00
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-10.00%
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$9.00
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-10.00%
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94.00
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-6.00%
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$9.40
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-6.00%
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97.00
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-3.00%
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$9.70
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-3.00%
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100.00(1)
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0.00%
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$10.00
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0.00%
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102.00
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2.00%
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$10.60
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6.00%
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104.00
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4.00%
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$11.20
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12.00%
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105.00
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5.00%
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$11.50
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15.00%
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110.00
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10.00%
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$12.20(2)
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22.00%
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120.00
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20.00%
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$12.20
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22.00%
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130.00
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30.00%
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$12.20
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22.00%
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140.00
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40.00%
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$12.20
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22.00%
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150.00
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50.00%
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$12.20
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22.00%
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160.00
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60.00%
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$12.20
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22.00%
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(1)
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The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value for the Market Measure.
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(2)
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The Redemption Amount per unit cannot exceed the hypothetical Capped Value.
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Accelerated Return Notes®
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TS-5
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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Example 1
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The Ending Value is 80.00, or 80.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 80.00
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= $8.00 Redemption Amount per unit
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Example 2
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The Ending Value is 104.00, or 104.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 104.00
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= $11.20 Redemption Amount per unit
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Example 3
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The Ending Value is 130.00, or 130.00% of the Starting Value:
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Starting Value: 100.00
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Ending Value: 130.00
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= $19.00, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $12.20 per unit
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Accelerated Return Notes®
|
TS-6
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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■
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Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
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■
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.
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■
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Payments on the notes are subject to our credit risk, and any actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.
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■
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As described above under Consent to Bail-In Power, the Debt Office may exercise any Bail-in Power under the conditions described in such section of this term sheet. The Bail-in Power includes any statutory write-down and conversion power, which allows for the cancellation of all, or a portion, of any amounts payable on the notes, including any repayment of principal and/or the conversion of all, or a portion, of any amounts payable on the notes, including principal, into shares or other securities or other obligations of ours or another person, including by means of a variation to the terms of the notes. Accordingly, if any Bail-in Power is exercised you may lose all or a part of the value of your investment in the notes or receive a different security, which may be worth significantly less than the notes and which may have significantly fewer protections than those typically afforded to debt securities. Moreover, the Debt Office may exercise its authority to implement the Bail-in Power without providing any advance notice to the holders of the notes. By your acquisition of the notes, you acknowledge, agree to be bound by, and consent to the exercise of any Bail-in Power by the relevant resolution authority. The exercise of any Bail-in Power with respect to the notes will not be a default or an Event of Default (as each term is defined in the indenture relating to the notes). The trustee will not be liable for any action that the trustee takes, or abstains from taking, in accordance with the exercise of the Bail-in Power with respect to the notes. Your rights as a holder of the notes are subject to, and will be varied, if necessary, so as to give effect to the exercise of any Bail-in Power by the Debt Office. See Consent to Bail-in Power above and Risks Associated with the Notes beginning on page S-6 of the prospectus supplement for more information.
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Your investment return is limited to the return represented by the Capped Value and may be less than a comparable
investment directly in the stocks included in the Index.
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■
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The initial estimated value of the notes is an estimate only, determined as of a particular point in time using an internal valuation methodology, including reference to our pricing models, which incorporate market data provided by third parties. Our internal valuation methodology and these pricing models consider certain assumptions and variables, including our internal funding rate on the pricing date, expectations on interest rates and volatility, and the expected term of the notes. Our internal valuation methodology and these pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. The initial estimated value may also differ from the value we assign to the notes for financial reporting purposes at any given time.
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The public offering price you pay for the notes will exceed the initial estimated value. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, changes in the level of the Index, our internal funding rate, and the inclusion in the public offering price of the underwriting discount and the hedging related charge, all as further described in Structuring the Notes on page TS-12. These factors, together with various credit, market and economic factors over the term of the notes, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
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The initial estimated value of the notes is an estimate only, determined as of a particular point in time. The initial estimated value does not represent a minimum or maximum price at which we, MLPF&S, BofAS or any of our respective affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time. The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Index, our creditworthiness and changes in market conditions.
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A trading market is not expected to develop for the notes. None of us, MLPF&S, BofAS or any of our respective affiliates is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.
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Accelerated Return Notes®
|
TS-7
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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■
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Your return on the notes and the value of the notes may be affected by exchange rate movements and factors affecting the international securities markets. Specifically, the stocks included in the Index are issued by companies located within the Eurozone. Changes within the Eurozone could adversely affect the performance of the Index and, consequently, the value of the notes.
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The business, hedging and trading activities of BofAS and its affiliates (including trades in shares of companies included in the Index) and any hedging and trading activities BofAS or its affiliates engage in for their clients’ accounts may affect the market value and return of the notes and may create conflicts of interest with you.
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■
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The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.
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You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
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While we, BofAS or our respective affiliates may from time to time own shares of companies included in the Index, we, BofAS and our respective affiliates do not control any company included in the Index, and have not verified any disclosure made by any other company.
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There may be potential conflicts of interest involving the calculation agent, which is BofAS. We have the right to appoint and remove the calculation agent.
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The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See Material Summary Tax Consequences below and Material U.S. Federal Income Taxation Considerations beginning on page PS-27 of product supplement EQUITY INDICES ARN-2.
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Accelerated Return Notes®
|
TS-8
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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Accelerated Return Notes®
|
TS-9
|
Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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sponsor, endorse, sell, or promote the notes;
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recommend that any person invest in the notes or any other securities;
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have any responsibility or liability for or make any decisions about the timing, amount, or pricing of the notes;
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have any responsibility or liability for the administration, management, or marketing of the notes; or
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consider the needs of the notes or the holders of the notes in determining, composing, or calculating the Index, or have any obligation to do so.
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STOXX does not make any warranty, express or implied, and disclaims any and all warranty concerning:
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■
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the results to be obtained by the notes, the holders of the notes or any other person in connection with the use of the Index and the data included in the Index;
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the accuracy or completeness of the Index and its data;
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the merchantability and the fitness for a particular purpose or use of the Index and its data;
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Accelerated Return Notes®
|
TS-10
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Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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■
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STOXX will have no liability for any errors, omissions, or interruptions in the Index or its data; and
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Under no circumstances will STOXX be liable for any lost profits or indirect, punitive, special, or consequential damages or losses, even if STOXX knows that they might occur.
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●
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the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above or below the individual investor;
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●
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a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as described above; and
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●
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a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by a trustee’s personal account.
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Accelerated Return Notes®
|
TS-11
|
Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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■
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You agree with us (in the absence of an administrative determination, or judicial ruling to the contrary) to characterize and treat the notes for all tax purposes as a single financial contract with respect to the Market Measure.
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■
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Under this characterization and tax treatment of the notes, a U.S. holder (as defined in product supplement EQUITY INDICES ARN-2) generally will recognize capital gain or loss upon maturity or upon a sale, exchange, or redemption of the notes prior to maturity, and will not be required to recognize current income prior to maturity or prior to such sale or exchange. Capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
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■
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes. Accordingly, no assurance can be given that the IRS or any court will agree with this characterization and tax treatment. Under alternative characterizations of the notes, it is possible, for example, that the notes could be treated as contingent payment debt instruments, or as including a debt instrument and a forward contract or two or more options. In addition, proposed changes in law or administrative guidance could materially affect the tax treatment of the notes. As a result, the timing and character of income on the notes could differ materially from the above description. For example, it is possible that a holder of the notes could be required to accrue income over the term of the notes and/or recognize ordinary gain or loss upon maturity of the notes.
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■
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Book/tax conformity rule. U.S. holders that use an accrual method of accounting for tax purposes (accrual method holders) generally are required to include certain amounts in income no later than the time such amounts are reflected on certain financial statements (the book/tax conformity rule). The application of the book/tax conformity rule thus may require the accrual of income earlier than would be the case under the general tax rules described in product supplement EQUITY INDICES ARN-2. It is not entirely clear to what types of income the book/tax conformity rule applies. However, recently released proposed regulations generally would exclude, among other items, original issue discount and market discount (in either case, whether or not de minimis) from the applicability of the book/tax conformity rule. Although the proposed regulations generally will not be effective until taxable years beginning after the date on which they are issued in final form, taxpayers generally are permitted to elect to rely on their provisions currently. Accrual method holders should consult with their tax advisors regarding the potential applicability of the book/tax conformity rule to their particular situation.
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■
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Dividend equivalent payments. We have determined that the notes are not Specified Notes and will not be treated as section 871(m) transactions (as defined in product supplement EQUITY INDICES ARN-2). Special rules apply if a note is subject to a significant modification (as defined for U.S. tax purposes), or if a non-U.S. holder enters into other transactions in connection with the notes. In these cases, the notes may become section 871(m) transactions, and be subject to the withholding tax described in product supplement EQUITY INDICES ARN-2. Prospective investors should contact their U.S. tax advisors regarding the potential application of Section 871(m) to the notes.
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Accelerated Return Notes®
|
TS-12
|
Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
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■
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Pursuant to U.S. tax rules known as the Foreign Account Tax Compliance Act ("FATCA"), holders and beneficial owners of the notes may be required to provide to a financial institution in the chain of payments on the notes information and tax documentation regarding their identities, and in the case of a holder that is an entity, the identities of their direct and indirect owners, and this information may be reported to relevant tax authorities, including the IRS. Moreover, starting at the earliest on the date that is two years after the date of publication in the United States Federal Register of final regulations defining the term foreign passthru payment, we, the paying agents, and other financial institutions through which payments are made, may be required to withhold U.S. tax at a 30% rate on "foreign passthru payments" paid to an investor who does not provide information sufficient for the institution to determine whether the investor is a U.S. person or should otherwise be treated as holding a "United States account" of the institution, or to an investor that is, or holds the notes directly or indirectly through, a non-U.S. financial institution that is not in compliance with FATCA. Under a grandfathering rule, this withholding tax will not apply unless the notes are issued or materially modified after the date that is six months after the date on which final United States Treasury Regulations defining the term "foreign passthru payment" are filed with the United States Federal Register. If U.S. withholding tax were to be deducted or withheld from payments on any series of notes as a result of a failure by an investor (or by an institution through which an investor holds the notes) to comply with FATCA, neither we nor any paying agent nor any other person would, pursuant to the terms of the notes, be required to pay additional amounts as a result of the deduction or withholding of such tax. These requirements may be modified by the adoption or implementation of an intergovernmental agreement between the United States and another country. Prospective investors should consult their own tax advisers about how FATCA may apply to their investment in the notes.
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Accelerated Return Notes®
|
TS-13
|
Accelerated Return Notes®
Linked to the EURO STOXX 50® Index, due May , 2021 |
|
Accelerated Return Notes®
|
TS-14
|
1 Year AB Svensk Ekportkredit Chart |
1 Month AB Svensk Ekportkredit Chart |
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