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FINAL TERMS
Final Terms dated as of [
Series No.:
Tranche No.:
]
2823
1
AB Svensk Exportkredit
(Swedish Export Credit Corporation)
(Incorporated in the Kingdom of Sweden with limited liability)
Programme for the Continuous Issuance of Debt Instruments
Issue of a Series of
SKr [•] 1
Index-Linked Instruments due 2009
PART A - CONTRACTUAL TERMS
This document constitutes the Final Terms relating to the issue of Instruments described herein. Terms
used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 5 July 2006 (the "Base Prospectus") which constitute a base prospectus for the
purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This
document constitutes the Final Terms of the Instruments described herein for the purposes of Article 5.4
of the Prospectus Directive and must be read in conjunction with such Base Prospectus.
Full information on SEK and the Instruments described herein is only available on the basis of a
combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing
at the website of the regulated market of the Luxembourg Stock Exchange for the purposes of the
Prospectus Directive and copies may be obtained from SEK at Västra Trädgårdsgatan 11B, PO Box
16368, S-103 27 Stockholm and the Paying Agents, Deutsche Bank Luxembourg S.A. at 2 Boulevard
Konrad Adenauer, L-1115 Luxembourg, Deutsche International Corporate Services (Ireland) Limited at
Guild House, Guild Street, International Financial Services Centre, Dublin 1, Ireland and Deutsche Bank
AG, London at Winchester House, 1 Great Winchester Street, London EC2N 2DB.
1.
Issuer:
AB Svensk Exportkredit
2.
(i)
(ii)
3.
Specified Currency or Currencies:
Swedish Kronor (“SKr”)
4.
Aggregate Nominal Amount:
SKr [•] 2
5.
Issue Price:
110 per cent. of the Aggregate Nominal Amount.
Series Number:
Tranche Number:
1
TBD on 7 November 2006
2
TBD on 7 November 2006
2823
1
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6.
Specified Denominations:
SKr 10,000.
The Instruments
denomination of
Denomination”).
Issue Date:
Interest Commencement Date:
are issued in the minimum
SKr 10,000 (the “Minimum
7.
(i)
(ii)
10 November 2006
Not Applicable (“N/A”)
8.
Maturity Date:
10 November 2009
9.
Interest Basis:
Non-Interest Bearing.
10.
Redemption/Payment Basis:
Index-Linked Redemption (further particulars specified
below and in Appendix 1).
11.
Put/Call Options:
N/A
12.
Status of the Instruments:
Senior
13.
Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Instrument Provisions
N/A
15.
Floating Rate Instrument Provisions
N/A
16.
Zero Coupon Instrument Provisions
N/A
17.
Index-Linked Interest Instrument/other
variable-linked interest Instrument
Provisions
N/A
FX Rate-Linked Instrument Provisions
N/A
18.
PROVISIONS RELATING TO REDEMPTION
19.
Call Option
N/A
20.
Put Option
N/A
21.
Final Redemption Amount:
As set out in Appendix 1
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22.
Early Redemption Amount
Early Redemption Amount(s)
payable on redemption for taxation
reasons, other early redemption or
on event of default and/or the method
of calculating the same (if required or
if different from that set out in the
Conditions):
23.
Mandatory Early Redemption
The SKr amount which is determined by the Calculation
Agent in its sole and absolute discretion to be the fair
market value of the Instruments immediately prior to
such early redemption, adjusted to account fully for any
reasonable expenses and costs to the Issuer of unwinding
any underlying and/or related hedging and funding
arrangements (including, without limitation, any equity
options hedging the Issuer’s obligations under the
Instrument) and the definitions of “Early Redemption
Amount (Tax)” and “Early Termination Amount” in the
Conditions shall be deemed to be amended accordingly.
N/A
GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS
24.
Business Days:
(i)
Payments:
(ii)
FRA Determination:
(iii)
Notices:
Stockholm
Scheduled Trading Day, as defined in Appendix 1.
Stockholm
25.
Form of Instruments:
26.
New Global Instruments/Classic Global
Instruments:
N/A
Talons for future Coupons or
receipts to be attached to Definitive
Instruments (and dates on which
such Talons mature):
No.
27.
VPC Registered Instruments
Registrar: VPC AB
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28.
Details relating to partly paid
Instruments: amount of each payment
comprising the Issue Price and date
on which each payment is to be made
and consequences (if any) of failure
to pay, including any right of the
Issuer to forfeit the Instruments and
interest due on late payment:
N/A
Details relating to instalment
Instruments: amount of each instalment,
date on which each payment is to be
made:
N/A
30.
Consolidation provisions:
N/A
31.
Other terms or special conditions:
As set out in Appendix 1.
29.
"Calculation Agent" means AB SEK Securities or such
successor calculation agent as may from time to time be
appointed by the Issuer.
The Calculation Agent shall act as an independent
expert and not as an agent for the Issuer or the holders
of the Instruments.
All determinations and calculations shall be made by
the Calculation Agent at its sole discretion, in good
faith, acting reasonably and on an arms-length basis.
All such calculations so made shall be final and binding
(save in the case of manifest error) on the Issuer and the
Holders. The Calculation Agent shall promptly notify
the VPC and the Issuer upon any such determination or
calculation, which shall be final and conclusive, and the
Calculation Agent shall have no liability in relation to
the determinations or calculations provided herein,
except in the case of wilful default or bad faith.
DISTRIBUTION
32.
(i)
(ii)
33.
34.
If syndicated, names and addresses
of Managers and underwriting
commitments:
N/A
Stabilising Manager(s) (if any):
N/A
If non-syndicated, name and the address
of Dealer:
Total commission and concession:
AB SEK Securities
P.O.Box 16368
SE-103 27 Stockholm, Sweden
N/A
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35.
Additional selling restrictions:
N/A
36.
TEFRA:
N/A
37.
Name and address of the entities which
have a firm commitment to act as
intermediaries in secondary trading:
N/A
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. The information
regarding the Underlying have been extracted from Bloomberg. SEK confirms that such information has
been accurately reproduced and that, so far as it is aware, and is able to ascertain from information
published by Bloomberg, no facts have been omitted which would render the reproduced inaccurate or
misleading.
Signed on behalf of AB SVENSK EXPORTKREDIT (publ):
By:
..............................................
Duly authorised signatory
By:
.......................................
Duly authorised signatory
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PART B – OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Listing:
N/A
(ii)
Admission to trading:
N/A
2.
RATINGS
The Instruments have not specifically been rated.
The ratings of SEK are:
S & P:
Moody's:
AA+
AA1
An AA+ rating means that the Issuer's capacity to meet its financial commitment under the
Instruments is very strong and differs from the highest credit rating only to a small degree. An AA1
rating means that the Instruments are judged to be of high quality and are subject to very low credit
risk.
The above ratings are subject to revision or withdrawal by the rating agencies, should any
information (or lack thereof) warrant such action, in the sole opinion of such rating agency.
3.
NOTIFICATION
The Commission de Surveillance du Secteur Financier (CSSF) has provided Financial Market
Authority (FMA) (Austria), Commission Bancaire, Financière et des Assurances (CBFA)
(Belgium), Finanstilsynet (Denmark), Rahoitustarkastus (Finland), Autorité des Marchés Financiers
(AMF) (France), Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) (Germany), Irish
Financial Services Regulatory Authority (IFSRA) (Ireland), Commissione Nazionale per le Società
e la Borsa (Consob) (Italy), Autoriteit Financiële Markten (AFM) (The Netherlands), The Financial
Supervisory Authority of Norway (Norway), Comisión Nacional del Mercado de Valores (CNMV)
(Spain), Finansinspektionen (FI) (Sweden), Financial Services Authority (FSA) (United Kingdom)
and Financial Supervisory Authority (Iceland) with a certificate of approval attesting that the Base
Prospectus has been drawn up in accordance with the Prospectus Directive.
4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER
So far as the Issuer is aware, no person involved in the offer of the Instruments has an interest
material in the offer.
5.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer
Please refer to the "Use of Proceeds" wording in the
Base Prospectus
(ii)
Estimated net proceeds:
SKr [•] 3
(iii)
Estimated total expenses:
S&P License Fee:
USD 7,500
3
TBD on 7 November 2006
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6.
PERFORMANCE OF THE BASKET COMPONENTS, EXPLANATION OF EFFECT ON
VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE BASKET COMPONENTS.
Please see Appendix 2 for historical information on the Underlying.
Details of the basket components are set out in Appendix 2. Past and future performance and
volatility of the each basket component can be obtained on Bloomberg using the code set out beside
its name in the Table in Appendix 1.
The table below shows the Final Redemption Amount for different scenarios, based on a holding of
SKr 10,000 Instruments. The Final Redemption Amount is calculated using an average of 13
closing levels and closing prices during the last 13 months of the life of the Instruments. This means
that an increase in the overall value of the Underlying over this period will not be fully reflected in
the Final Redemption Amount. This calculation method, however, provides some protection should
the overall value of the Underlying fall significantly during the last 13 months of the life of the
Instruments.
Change in value of the
Underlying
Change in value of the
Underlying for purposes of
calculating
Redemption
Amount,
assuming
participation rate of 125%
(which may be higher or lower
but will be fixed prior to the
Issue Date):
Amount invested (including
premium
and
estimated
brokerage fees):
Increase in value:
Final Redemption Amount
+100%
+50%
-50%
+105%
+48%
-9%
SKr 11,000
SKr 11,000
SKr 11,000
SKr 11,500
SKr 22,500
SKr 5,250
SKr 16,250
SKr -1,000
SKr 10,000
OPERATIONAL INFORMATION
7.
ISIN Code:
SE[•] 4
8.
Common Code:
N/A
New Global Instrument intended
to be held in a manner which would
allow Eurosystem eligibility:
N/A
9.
4
Any clearing system(s) other than
Euroclear Bank S.A./N.V. and
TBD
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Clearstream Banking, société
anonyme, Luxembourg and the
relevant identification number(s):
VPC AB, Sweden
10.
Delivery:
Delivery against payment
11.
Names and addresses of additional
Paying Agent(s) (if any):
Swedish Paying Agent: AB Svensk Exportkredit
Issuing Agent (if any):
AB SEK Securities
12.
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APPENDIX 1
FINAL REDEMPTION AMOUNT
Capitalised terms used herein but not otherwise defined herein shall have the meanings set forth in
Paragraphs 1, 2, 3, 5 and 5 below.
1. REDEMPTION
Unless previously redeemed or purchased and cancelled each Instrument (with a Specified Denomination
of SKr 10,000) will be redeemed on the Maturity Date at an amount (the “Final Redemption Amount”)
calculated by the Calculation Agent as the higher of (i) or (ii) below:(i)
(ii)
SKr 10,000, or
SKr 10,000 + Additional Amount.
WHERE:
“Additional Amount” shall be calculated as:
SKr 10,000 x (Participat ion x Basket Performanc e )
where
“Basket Performance” means the performance of the Basket determined by the
Calculation Agent and defined in accordance with the following formula:
1 2
x ∑ (Underlying (i) Performance)
2 i =1
2. DEFINITIONS
”Averaging Dates” means 27 October 2008, 27 November 2008, 29 December 2008, 27 January 2009,
27 February 2009, 27 March 2009, 27 April 2009, 27 May 2009, 29 June 2009, 27 July 2009, 27 August
2009, 28 September 2009 and 26 October 2009 (for the avoidance of doubt it is currently scheduled to be
13 Averaging Dates), or if any such date is not a Scheduled Trading Day the following Scheduled Trading
Day.
“Basket” means a basket composed of each Underlying(i) as specified in the Table below;
“Consequences of Disrupted Days in respect of the Underlying(1)”
If any Averaging Date is a Disrupted Day, the averaging Date shall be the first succeeding Valid Date. If
the first succeeding Valid Date has not occurred as of the Valuation Time on the eighth Scheduled trading
Day immediately following the original date, that but for the occurrence of another Averaging Date or
Disrupted Day, would have been the final Averaging Date, then (1) that eighth Scheduled Trading Day
shall be deemed the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is
already an Averaging Date), and (2) the Calculation Agent shall determine for that Averaging Date in
accordance with the formula for and method of calculating the Index last in effect prior to the occurrence
of the first Disrupted Day using the Exchange traded price or quoted price as of the Valuation Time on
that eighth Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a
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Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its
good faith estimate of the value for the relevant security as of the Valuation Time on that eighth
Scheduled Trading Day.
For the purposes of the above paragraph “Valid Date” shall mean a Scheduled Trading Day that is not a
Disrupted Day and on which another Averaging Date does not or is not deemed to occur.
“Consequences of FX Disruption Event in respect of the Underlying(2)”
Upon the occurrence of a FX Disruption Event with respect to the SKr/USD on any relevant Averaging
Date, the Calculation Agent shall determine the SKr/USD in good faith and in a commercially
reasonable manner.
"Disrupted Day" means, in respect of an Index, any Scheduled Trading Day on which
(i)
the Sponsor fails to publish the level of the Index,
(ii)
any Related Exchange fails to open for trading during its regular trading session, or
(iii)
on which a Market Disruption Event has occurred.
The Calculation Agent shall as soon as reasonably practicable under the circumstances notify the Issuer of
the occurrence of a Disrupted Day on any day that, but for the occurrence of a Disrupted Day, would have
been the Initial Valuation Date or any Averaging Date (whatever is applicable).
FX Disruption Event” means the occurrence and/or existence of any of the following events, as
determined in good faith by the Calculation Agent:
(i)
the occurrence and/or existence of an event that generally prevents, delays or makes it
impossible to convert the SKr into USD through customary legal channels;
(ii)
the occurrence and/or existence of any event causing the FX to be split into dual or multiple
currency exchange rates; and
the occurrence and/or existence of any event (other than those set forth in (i) or (ii) above
(iii)
beyond the control of the Issuer and/or the Calculation Agent with respect to the SKr and/or
USD that prevents or makes it impossible to calculate the FX
”Initial Valuation Date” means 7 November 2006.
“Participation” means: [•] 5 %.
“Related Exchange” means, the relevant options or futures exchange or quotation system on which
options- or futures contracts on any Index are traded, as determined by the Calculation Agent in its sole
discretion, acting in good faith and in a commercially reasonable manner.
"Scheduled Trading Day" means,
- in respect of the Index: any day on which the Sponsor publishes the level of the Index and each Related
Exchange is scheduled to be open for trading for its regular trading sessions.
- in respect of SKr/USD, any day on which spot SKr/USD rate expressed as number of SKr per one
unit of currency USD is scheduled to be displayed on the Reuters page "FEDSPOT"
For the avoidance of doubt, it is hereby expressly agreed that a scheduled Trading Day has to be
common to both Underlyings contained in the Basket.
5
TBD on 7 November 2006
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"Sponsor" means, in relation to the Index, the corporation or other entity as determined by
the Calculation Agent that (a) is responsible for setting and reviewing the rules and procedures and the
methods of calculation and adjustments, if any, related to such Index, and (b) announces (directly or
through an agent) the level of such Index on a regular basis during each Scheduled Trading Day failing
whom such person acceptable to the Calculation Agent who calculates and announces the Index or any
agent or person acting on behalf of such person.
“Underlying(i) or “Underlying” means any of the underlyings specified in the Table below;
“Underlying(i) Performance” means:
-
in respect of the Underlying(1):
SPX ( F) − SPX (I)
SPX ( I )
where,
“SPX(F)” means the arithmetic average of the official closing level of the Underlying(1) at the
Valuation Time on each of the thirteen (13) Averaging Dates;
“SPX(I)” means the official closing level of the Underlying(1) on the Initial Valuation Date;
-
in respect of the Underlying(2):
FX Rate ( F) − FX Rate (I)
FX Rate ( I )
where,
“Fx Rate(F)” means the arithmetic average of the Underlying(2) on each of the thirteen (13)
Averaging Dates;
“Fx Rate(I)” means the level of the Underlying(2) on the Initial Valuation Date;
“United States Dollars (or “USD”)” means the lawful currency of the United States of America.
”Valuation Time” means, in relation to the time at which the Index Sponsor calculates and disseminates
the official closing level of the Index.
3. OTHERS:
”Adjustment to Index" If an Index is (i) not calculated and announced by the relevant Sponsor but is
calculated and announced by a successor sponsor acceptable to the Calculation Agent or (ii) replaced by a
successor index using, in the determination of the Calculation Agent, the same or a substantially similar
formula for and method of calculation as used in the calculation of the Index, then the Index will be
deemed to be the index so calculated and announced by that successor sponsor or that successor index, as
the case may be.
If (i) on or prior to the Index Initial Closing Date, or Index Final Closing Date (whatever is applicable) the
relevant Sponsor or a successor sponsor of an Index makes a material change in the formula for or the
method of calculating the Index or in any other way materially modifies the Index (other than a
modification prescribed in that formula or method to maintain the index in the event of changes in
constituent stock and capitalisation and other routine events) or (ii) on the Index Initial Closing Date, or
Index Final Closing Date (whatever is applicable) the relevant Sponsor or a successor sponsor fails to
calculate and announce the Index, then the Calculation Agent shall calculate the Index using, in lieu of a
published level for the Index, the level for that Index as at the Valuation Time on that Index Initial
Closing Date, or Index Final Closing Date (whatever is applicable) as determined by the Calculation
Agent in accordance with the formula for and method of calculating the Index last in effect prior to that
change or failure, but using only those securities that comprised the Index immediately prior to that
change or failure (other than those securities that have since ceased to be listed on the relevant Exchange).
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“Correction of Index” If the level of an Index published on a given day and used, or to be used, by the
Calculation Agent to determine a Closing Level, is subsequently corrected and such corrected level for
the Index is published by the Index Sponsor or a successor sponsor within thirty (30) days of the original
publication but in no event later than the day which is five (5) Exchange Business Days prior to the
Maturity Date, then such corrected level shall be used instead of the originally published level for that
Index.
"Market Disruption Event" means, with respect to any Index, the occurrence or existence on any Index
Business Day during the one-half hour period that ends at the Valuation Time of any suspension of or
limitation imposed on trading (by reason of movements in price exceeding limits permitted by the
relevant exchange or otherwise) on (i) the relevant Exchange in securities that comprise 20% or more of
the level of the Index or (ii) the principal options exchange relating to the Index in options contracts on
the Index or (iii) the principal futures exchange relating to the Index in futures contracts on the Index if, in
the determination of the Calculation Agent, such suspension or limitation is material.
For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a
security included in the Index is materially suspended or materially limited at that time, then the relevant
percentage contribution of that security to the level of the Index shall be based on a comparison of (i) the
portion of the level of the Index attributable to that security relative to (ii) the overall level of the Index, in
each case immediately before that suspension or limitation.
4. TABLE
Bloomberg
Code
Underlyings
S&P 500© Index “SPX” “SPX”
(the “Index” or the
“Underlying(1)”)
“FX
Rate”
“Underlying(2)”)
(the N/A
Value on
Exchange
Initial
Valuation
Date
[•] 6
New York
Stock
Exchange,
American
Stock
Exchange
and
NASDAQ
[•] 7
N/A
Related
Exchange
Sponsor
Chicago Board Standard
&
Options
Poor’s
Exchange and Corporation
Chicago
Mercantile
Exchange
N/A
N/A
“S&P 500© Index” (or “SPX”), means Standard and Poor’s 500 Composite Stock Price Index as
calculated and announced by Standard & Poor’s Corporation ("S&P") or its successors (the “Sponsor”).
Standard and Poor’s 500 Composite Stock Price Index is a capitalization-weighted index of 500 stocks.
The index is designed to measure performance
“SKr/USD”, means the "SKr/USD Exchange Rate" means the spot SKr/USD rate expressed as number
of SKr per one unit of currency USD as displayed on the Reuters page "FEDSPOT" (or such page as may
replace that page on that service) as of 10:30 a.m. (New York time), on the relevant Averaging Date. The
FX Spot shall be rounded to the nearest forth digit (half a digit being rounded upwards).
6
TBD on 7 November 2006
7
TBD on 7 November 2006
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In the event that no such quotation appears on the Reuters Page “FEDSPOT” (or such page as may
replace that page on that service) at 10:30 a.m., New York time on the relevant Valuation Date, the FX
will be determined by the Calculation Agent acting in good faith and in a commercially reasonable
manner.
“FX Rate” (the “Underlying(2)”), means
1
SKr / USD
5. DISCLAIMER
None of the Instruments is in any way sponsored, endorsed, sold or promoted by any Sponsor. Each Index
is compiled and calculated solely by the relevant Sponsor. No Sponsor has any obligation to take the
needs of the Holders into consideration in composing, determining or calculating the Index (or causing
the Index to be calculated). In addition, no Sponsor makes any warranty or representation whatsoever,
express or implied, as to the results to be obtained from the use of the Index and/or the level at which the
Index stands at any particular time on any particular day or otherwise, and shall not be liable, whether in
negligence or otherwise, to any person for any error in the Index or under any obligation to advise any
person, including, without limitation, the Issuer or Holders of any error therein.
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APPENDIX 2
1. S&P 500 INDEX (“SPX”)
S&P 500 INDEX
Bloomberg Code : SPX Index
GENERAL DESCRIPTION
Standard and Poor's 500 Index is a capitalization-weighted index of 500 stocks. The index is designed to
measure performance of the broad domestic economy through changes in the aggregate market value of 500
stocks representing all major industries. The index was developed with a base level of 10 for the 1941-43 base
period.
HISTORICAL CLOSING PRICE (Source : Bloomberg)
Year
2002
2003
2004
2005
Highest closing price
1172.51
1111.92
1213.55
1272.74
Lowest closing price
776.76
800.73
1063.23
1137.50
08-2005
09-2005
10-2005
11-2005
12-2005
01-2006
02-2006
03-2006
04-2006
05-2006
06-2006
07-2006
1245.04
1241.48
1226.70
1268.25
1272.74
1294.18
1294.12
1307.25
1311.56
1325.76
1288.22
1280.19
1205.10
1210.20
1176.84
1202.76
1248.29
1261.49
1254.78
1272.23
1285.33
1256.58
1223.69
1234.49
The closing level of the index S&P 500 INDEX on 31/08/06 was 1 303.82
The closing level of the index S&P 500 INDEX on 31/12/05 was 1 248.29
CLOSING PRICE OF THE INDEX SINCE JANUARY 2003 (in , Source : Bloomberg)
1400
1200
1000
800
600
400
200
0
2003
2004
2005
2006
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2. FX SKr/USD (“FX”)
SEK-USD X-RATE
Bloomberg Code : SEKUSD Index
GENERAL DESCRIPTION
Number of units of US dollar for which one unit of Swedish krona can be purchased. The US dollar is the official
currency of United States, and the Swedish krona is the official currency of the Sweden.
HISTORICAL CLOSING PRICE (Source : Bloomberg)
Year
2002
2003
2004
2005
Highest closing price
0.12
0.14
0.15
0.15
Lowest closing price
0.09
0.11
0.13
0.12
08-2005
09-2005
10-2005
11-2005
12-2005
01-2006
02-2006
03-2006
04-2006
05-2006
06-2006
07-2006
0.13
0.14
0.13
0.13
0.13
0.13
0.13
0.13
0.14
0.14
0.14
0.14
0.13
0.13
0.13
0.12
0.12
0.13
0.13
0.13
0.13
0.13
0.14
0.13
The closing level of the currency SEK-USD X-RATE on 31/08/06 was 0.14
The closing level of the currency SEK-USD X-RATE on 31/12/05 was 0.13
CLOSING PRICE OF THE CURRENCY SINCE JANUARY 2003 (in , Source : Bloomberg)
0.16
0.14
0.12
0.1
0.08
0.06
0.04
0.02
0
2003
2004
2005
2006
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