MTN programme SFF

Svensk FastighetsFinansiering AB (SFF) conducts borrowing activities in the capital market via a medium term notes (MTN programme) of SEK 12,000m and is owned by Catena AB, Diös Fastigheter AB, Fabege AB, Platzer Fastigheter Holding AB and Wihlborgs Fastigheter AB.

Fabege owns 20 per cent of SFF.

The Company (SFF) is managed and operated by Hansan AB. The financial reports on SFF can be downloaded at Bonds under the MTN programme are intended to be listed on Nasdaq OMX Stockholm.

Green Framework within SFF

Jointly with SEB, Svensk FastighetsFinansiering AB (SFF) has developed a Green Framework for the company's MTN programme. To ensure that SFF's framework meets stringent environmental standards, it has been reviewed by the Center for International Climate and Environmental Research (Cicero), an independent research institute based at the University of Oslo. The Green Framework also provides impetus to the borrowers' long-term and ambitious activities to realise greener operations.

Green Bond Framework (pdf)

Cicero Second Opinion (pdf)

Prospectus SFF

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 programme.

Issuer: Svensk FastighetsFinansiering AB (publ), Corporate ID No. 556985-7229, ("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 Catena obl. Holding AB, Diös Obligation Holding AB, Fabege Finansnyckeln III AB, Platzer Finans Holding AB och Wihlborgs Obligation Holding AB ("the Holding Companies"), as well as associated operations, which do not require approval from the Financial Supervisory Authority.

When the Prospectus was prepared, the Board of Directors consisted of six (6) members, with Peter Andersson as Chairman. The Managing Director of the Company is Claes Helgstrand.

Arranger/Lead bank: Swedbank AB (publ)

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

Security Agent: Intertrust 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, Catena AB, Diös Fastigheter AB, Platzer Fastigheter Holding AB and Wihlborgs Fastigheter AB and must fulfil rigorous key ratio covenants.

MTN-programme: SEK 12,000,000,000.

Denominations: Whole multiples of SEK 1,000,000.

Currencies: Swedish krona ("SEK").

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 risks
  • Liquidity risks
  • Refinancing risks
  • Interest risks
  • Currency risks
  • 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.

For purchases of bonds, please contact:

  • Swedbank Markets, phone: +46 8-700 99 85
  • Nordea Bank, phone: +46 10-156 93 63
  • SEB Credit Sales, phone: +46 8-506 232 35
  • Danske Bank Markets, phone: +46 8-568 805 77
Published 24 January 2019