MTN Programme

Secured bond, February 2013

Fabege AB has issued a SEK 1,170m bond secured on the property Solna Uarda 5 in Arenastaden. The three year bond is divided into two series, SEK 300m carries an interest of 3.70 per cent and SEK 870m carries an interest of STIBOR 3 months plus 2.15 per cent.

Fabege AB will apply for the bond to be listed on NASDAQ OMX Stockholm. Swedbank has acted as financial advisor and sole lead manager in connection with the bond issue.

Download prospectus

Secured bond, December 2012

In December 2012, Fabege issued, through the co-owned company Visio Exploatering AB, property bonds in a total amount of SEK 1.3bn via Svensk FastighetsFinansiering II AB (SFF II).

Visio Exploatering AB is co-owned by Fabege and Peab and has the task of further developing Arenastaden.

MTN Programme

Svensk FastighetsFinansiering AB (SFF) conducts borrowing activities in the capital market via medium term notes (MTN program) and is owned by Fabege AB, 33.3 per cent, Peab AB, 33.3 per cent and Wihlborgs Fastigheter AB, 33.3 per cent.

The Company is managed and operated by Hansan AB. Issuances under the MTN programme are intended to be listed on Nasdaq OMX Stockholm.

At 31 December 2012, Fabege had a total of SEK 1,045m in bonds outstanding within the framework of MTN programme.

From the investor’s perspective, every decision to invest in the MTN to be issued under Svensk FastighetsFinansiering AB’s MTN programme should be based on an evaluation of the entire Prospectus, combined with possible supplements to the Prospectus, every document that has become a section of Prospectus through references and the Final Terms and Conditions for every newly issued MTN. This summary should be read with due regard for the more detailed information and the Company’s financial accounts, including related Notes that are presented in other sections of Prospectus. Reference is made to Chapter 2 (“Risk factors”) for further discussion of certain risks that should be taken into consideration in conjunction with an investment in the MTNs issued under the MTN programme.

Issuer: Svensk FastighetsFinansiering AB (publ), Corporate ID No. 556513-5109, (“SFF” or “the Company”) conducts financing activities through (i) deposit operations in the form of loans raised in the capital market through issuances of bonds/Medium Term Notes (MTNs) and similar marketable securities and/or cash loans from banks, and (ii) lending operations through cash loans issued to Fabege V12 AB, Peab Grevie AB and Wihlborgs Riggen AB (“the Holding Companies”), as well as associated operations, which do not require approval from the Financial Supervisory Authority.

The Company’s share capital totals SEK 12,430,000 represented by 124,300 shares. The Company is wholly owned (100%) by Nyckel 0328 AB (publ), Corporate ID No. 556871-6541, (“Nyckel”).

When the Prospectus was prepared, the Board of Directors consisted of three (3) members, with Jan Litborn as Chairman. The Managing Director of the Company is Olle Knaust.

Arranger/Lead bank: Swedbank AB (publ)

Dealers: Swedbank, Nordea Bank, Carnegie Investment Bank and Danske Bank
Increases or reductions in the number of Issue Institutions, and replacements of Issue Institutions, are permitted.

Security Agent: CorpNordic Sweden AB, Corporate ID No. 556625-5476.

Utilisation of issue proceeds: The borrowed capital shall be loaned to the Holding Companies. Loans to the Holding Companies are covered through collateral on receivables with attached mortgage deeds in underlying properties. The properties to be financed via the Company may be situated only in the priority main market regions of Fabege AB, Peab AB and Wihlborgs Fastigheter AB and must fulfil rigorous key ratio covenants.

MTN-programme: SEK 5,000,000,000 or corresponding amount denominated in EUR.

Denominations: Whole multiples of SEK 1,000,000 or EUR 100,000 or, alternatively, other currencies agreed upon by the Company and Issue Institution as presented in the Final Terms and Conditions for the particular MTN.

Currencies: Swedish krona (“SEK”) or euro (“EUR”).

Types of marketable securities: The MTN is issued in dematerialised form by Euroclear Sweden AB (“ES”), whereby no physical marketable securities are issued.

Status: Covered MTNs provide entitlement to payment prior to other non-covered payment obligations unless stipulated otherwise by law.

Issue price: MTNs can be issued at face value and at discount or premium value.

Additional issuances: The Company is entitled to issue additional blocks of MTNs at intermittent intervals under the previously issued MTN, provided that such MTNs in every respect are subject to the same terms and conditions as the loan (or, in every respect with the exception of the first interest payment or the alternative price of the MTN), so that such blocks of MTNs will be combined and, together with the previously outstanding MTN, comprise one MTN.

Interest structure: MTNs may be interest-bearing or non-interest bearing.

Interest maturity date: Subject to specifications presented in the Final Terms and Conditions for the MTN in question.

Repayment: Subject to specifications presented in the Final Terms and Conditions for the MTN in question.

Taxes: ES or nominee (for marketable securities registered with a nominee), is to make deductions for preliminary income tax, at the current rate of 30 per cent for interest payments, for physical persons residing in Sweden and for Swedish estates of deceased persons.

Jurisdiction: MTNs and related documentation are managed and interpreted in accordance with Swedish law. Marketable securities are issued in accordance with applicable stipulations of the Companies Act (2005:551) and the Financial Instrument Trading Act (1991:980).

Clearing: MTNs are linked to ES’s account-based system, whereby no physical marketable securities will be issued. Clearing and payment are managed in the Securities Register Centre’s system.

Registration for trading on a regulated market: If the Final Terms and Conditions specify that the MTNs are to be listed for trading on a regulated market, the MTNs shall be registered with Nasdaq OMX Stockholm AB or some other regulated market.

Expenses: The Company is responsible for all costs incurred in conjunction with registration for trading, such as expenses for producing the prospectus, stock market registration, documentation, fees to ES, etc.

Risk factors: Risk factors impact and could, at some point in the future, impact the Company’s business activities and the MTNs issued under the MTN programme. These may include risks related to the Company and the MTN, but also such risks that lack any specific correlation to the Company and the MTNs.

The risks specific to the Company are:

Credit risks
Financial risk
- Liquidity risk
- Refinancing risk
- Interest risk
- Currency risk
- Counterparty risk
Operating risks
Market risks
Legal risks

The risks specific to the marketable securities are:

Market risk inherent in issuances of MTNs
- If the Company is entitled to redeem the MTNs in advance
- If the Company is obliged to settle an MTN in advance
- Risk related to creditor meeting, as well as adjustments and changes in terms and conditions
Other risks inherent in MTNs
- Secondary market and liquidity
- Clearing and the Euroclear System (ES)
- EMU
- Currency risk and currency restrictions
Legislative changes

Final terms and conditions: The final terms and conditions that pertain to every MTN will be specified in applicable Final Terms and Conditions. Accordingly, the Final Terms and Conditions that apply to every MTN will be the same as those presented in the template enclosed in the Prospectus (see Section 7.1) for Final Terms and Conditions, subject to the supplements, changes and/or replacements presented for the MTN in question.

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