BEST AVAILABLE qffipy

II ill IIIII
15 December 2005
SVENSKA HANDELSBANKEN AB (publ)
Issue of 500,000,000 aggregate nominal amount of Fixed to Floating Rate
Capital Contribution Securities
(the Capital Contribution Securities)
under the U.S.$12,000,000,000
Euro Medium Term Note Programme
PARTA-CONTRACTUALTERMS
27085453
Terms used herein shall be deemed to be defmed as such for the purposes of the Conditions
set forth in the Offering Circular dated 15 July 2005, as supplemented by (i) the Supplementary
Offering Circular dated 5 October 2005, (ii) the Supplementary Offering Circular dated 7 November
2005 and (iii) the Supplementary Offering Circular dated 7 December 2005, which together constitute
a base prospectus for the purposes of the Prospectus Directive (Directive 2003nt/EC) (the
Prospectus Directive). This constitutes the Final Terms of the Notes described herein for
the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such
Offering Circular, as So supplemented. Full information on the Issuer and the offer of the Notes is
only available on the basis of the combination of these Final Tenns and the Offering Circular as so
supplemented. The Offering Circular, the Supplementary Offering Circular dated 5 October 2005, the
Supplementary Offering Circular dated 7 November 2005 and the Supplementary Offering Circular
dated 7 December 2005 are available for viewing, respectively at:
t.
3.
4.
5.
6.
http://www .ms-pdf.londonstockexchange.com/ms/2443s I 0-5.pdf,
http://www .ms-pdf.londonstockexcbange.com/ms/2443s 1-2005-l 0-5 .pdf,
http://www.ms-pdf.londortstockexchange.com/ms/7409t -2005-11-7 .pdf: and
http://www.rns-pdf.londonstockexchange.com/ins/2733v
Issuer:
Series Number:
Specified Currency or Currencies:
Aggregate Nominal Amount:
-Tranche:
-Series:
Issue Price:
Specified Denominations:
Svenska Handelsbanken AB (publ)
185
Buro
Not Applicable
500,000,000
PROCESSED
DEC \6 2005
THOMSON
FINANCIAL
100 per cent. of the Aggregate Nominal Amount
(See paragraph 8 of Part B as to trading of the Notes
while they are represented by the Global Note)
7. Issue Date and Interest
Commencement Date: 16 December 2005
8.
9.
lO.
11.
12.
13.
14.
Maturity Date:
Interest Basis:
Redemption/Payment Basis:
Change of Interest Basis or
Redemption/Payment Basis:
Put/Call Options:
Status of the Notes:
Method of distribution:
Undated. TheN otes have no fixed maturity.
4.194 per cent. Fixed Rate from and including the lssue
Date to but excluding 16 December 2015
(further particulars specified below)
Not applicable
If securities are not redeemed on or before 16 December
2015 (the Reset Date) the Interest Basis shall be 3
month Euro Interbank Offered Rate (EURIBOR) plus
the Margin as provided below under Floating Rate Note
Provisions.
Issuer Call on Series in whole but not in part on any
Interest Payment Date falling on or after the Reset Date
with the prior approval of the SFSA
(further particulars specified below)
Capital Contribution Security
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
16.
Fixed Rate Note P.rovisions
(i) Rate(s) of Interest:
(ii) Interest Payment Dates(s):
(iii) Fixed Coupon Amount(s):
(iv) Broken Amount(s):
(v) Day Count Fraction (subject to
Applicable from and including the Issue Date to but
exch.Jding the Reset Date
4.194 per cent. per annum payable annually in arrear
16 December in each year beginning on 16 December
2006 and ending on 16 December 2015
41.94 per 1,000 in nominal amount
Not Applicable
paragraph 30): Actual/Actual (ISMA) prior to the Reset Date
(vi) Determination Date(s): Not Applicable
(vii) Other terms relating to the
method of calculating interest
for Fixed Rate Notes: None
Floating Rate Note Provisions
(i) Specified Period(s)/Specified
Interest Paymep.t Dates:
Applicable from and including the Reset Date
16 March, t 6 June, 16 September and 16 December in
each year folJowing 16 December 2015
2
(ii) Business Day Convention:
(iii)
(iv}
(v)
(vi)
Additional Business Centre(s):
Manner in which the Rate of
Interest and Interest Amount is
to be determined:
Party responsible for
calculating the Rate oflnterest
and Interest Ainount (if not the
Agent):
Screen Rate Detennination:
- Reference Rate:
- Interest Determ4tation
Date(s):
- Relevant Screen Page:
(vii) ISDA Determination:
(viii) Margin(s):
(ix) Minimum Rate oflriterest:
(x) Maximum Rate oflnterest
(xi) Day Count Fraction:
Modified Following Business Day Convention
Not Applicable
Screen Rate Detennination
Agent
3 Month EURIBOR
The second day on which the TARGET System is open
prior to the start of each Interest Period
Page 248 ofMoneyline Telerate (or a replacement or
successor page on that service or a successor service for
the purpose of displaying Euro .. zone interbank rate
(EURIBOR) fot 3-month Euro deposits)
Not Applicable
+ 1.68 per -cent. per annum
Not Applicable
Not Applicable
ActuaU360 from and including the Reset Date
(xii) Fall back provisions, rounding Not Applicable
provisions and any othet tenns
relating to the method of
calculating interest on Floating
Rate Notes, if different from
those set out in the Conditions:
17. Zero Coupon Note Provisions Not Applicable
18. Index Linked Interest Note Provisions Not Applicable
19. Dual Currency Interest Note Not Applicable
Provisions
PROVISIONS RELATING TO
REDEMPTION
20. Issuer Call Applicable. The Issuer may redeem all (but not some
only) of the Notes.
Redemption upon Tax Event or Capital Event (as
3
I
1!1
1'1
21.
22.
23.
described in 6(1)) at the Optional Redemption Amount
(i) Optional Redemption Date(s): 16 December 2015 and any Interest Payment Date
thereafter
(ii) Optional Redemption Amount Par
of each Note and method, if
any, of calculation of such
amount(s):
Investor Put
Final Redemption Amount
Early Redemption Amount of each
Note payable on redemption for
taxation reasons or on event of default
and/or the method of calculating the
same (if required or if different from
that set out in Condition 6(e)):
Not Applicable
Not Applicable
Par plus accrued but unpaid interest to the date of
redemption
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Fonn ofNotes Global Note exchangeable for definitive Notes on 60
days' notice given only upon an Exchange Event
25. Additional Financial Centre(s) or other Not Applicable
special provisions relating to Payment
Dates:
26. Talons for future Coupons or Receipts to No
be attached to Definitive Notes (and
dates on which such Talons mature):
27. Details relating to Partly Paid Notes: Not Applicable
amount ofeach payment comprising the
Issue Price and date on which each
payment is to be made and consequences
offailure to pay, including any right of
the Issuer to forfeit the Notes and
interest due on late payment
28. Details relating to Instalment Notes:
-Instalment Amount(s): Not Applicable
-Instalment Date(s) Not Applicable
29. Redenominatioti applicable
30. Other final terms:
Redenomination not applicable
New Conditions 1, 4A, S(e), S(g), 6(e)(iv), 6(k), 6(1),
6(m), llA and 20 as set forth in the Supplementary
Offering Circular dated 7 December 2005 will apply to
the CapiUJ,l Contribution Securities to which these Final
Terms relate.
4
I
I
DISTRIBUTION
3 t. (i) If syndicated, names of Managers: Citigroup Global Markets Limited
Merrill Lynch International
Svenska Handelsbanken AB (publ)
(iii) Stabilising Manager (if any): Merrill Lynch lhtemational
32. If non-syndicated, name of relevant Not Applicable
Dealer:
33. Whether TEFRA C rules applicable or TEFRA C
TEFRA rules not applicable:
34. Additional selling restrictions: Not Applicable
5
LISTING AlUl ADMISSION TO TRADING APPIJCATION
These Final Terms comprise tbe final required to list and have admitted to trading the
ilsue of Notes .described herein pursuant to the listing oftbe Euro Medium Term
Note PJOSl'IIIDtne; of Svensb Htodolsbanken AB (publ),
RtSPONSlBILITY
The Bank accepts responsibility fot the information contained in these Pinal Terms.
Signed on bebalf of the Bank:
\ Y \.nJ\.
!By ---... .. - .......
Drdyauthorl.ted Uselotte Elfstrand
6
PART B-OTHER INFORMATION
1. LISTING
(i) Listing:
(ii) Admission to trading::
(iii) Estimate of total expenses related
to admission to trading:
2. RATINGS
Ratings:
3. NOTIFICATION
London
Application has been made for the Capital
Contribution Securities to be admitted to trading
on the London Stock Exchange's Gilt Edged and
Fixed Interest Market with effect from 16
December 2005
4,100
The Capital Contribution Securities to which these
Final Tenns relate have been rated:
S&P: A
Moody's: Aa3
Fitch: A+
Not Applicable
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in
the issue of the Notes has an interest material to the Offer.
5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
( i) Reasons for the offer
(ii) Estimated net proceeds:
(iii) Estimated total expenses:
6. YIELD (Fixed Rate Notes only)
Indication of yield:
The net proceeds will be used by the Bank for
general cQrporate purposes.
497 ,500,000
Not Applicable
4.194 per cent
The yield is calculated at the Issue Date on the
basis of the Issue Price and assumes no Utilisation
under Condition 4A. It is not an indication of
future yield.
7
7.
8.
OPERATIONAL INFORMATION
(i) ISIN Code: XS0238196942.
(ii) Common Code: 023819694
(iii) Any clearing system(s) other
than Euroclear Bank S.A.IN.V.
and Clear5tream Banking,
societe anonyme and the
relevant identification
number(s):
Not Applicable
(iv) Delivery: Delivery against payment
(v) Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
TRADEABLE AMOUNTS
So long as the Notes are represented by the. Global Note and Euroclear and Clearstream,
Luxembourg so permit, the Notes shall be tradeable in minimum principal amounts of
50,000 and integral multiples of1,000 in addition thereto.
37272518
8