Prospect, pdf - the SKF site for the capital market

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3. NEGATIVE PLEDGE 3.1 Negative Pledge So long as any of the Notes remains outstanding, the Issuer will ensure that no Relevant Indebtedness of the Issuer or any of its Subsidiaries (as defined below) will be secured by any mortgage, charge, lien, pledge or other security interest (each a Security Interest) upon, or with respect to, any of the present or future property, assets or revenues of the Issuer or any of its Subsidiaries unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that: (i) all amounts payable by it under the Notes and the Coupons are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or (ii) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (which is defined in the Agency Agreement as a resolution duly passed by a majority of not less than three-fourths of the votes cast) of the Noteholders; provided that the Issuer shall not be required to take such action where (i) the aggregate outstanding principal amount of the Relevant Indebtedness secured by such Security Interests shall not exceed 10 per cent. of the consolidated total assets of the Issuer and its Subsidiaries, as calculated by reference to the then latest audited consolidated accounts of the Issuer or (ii) the Security Interest is on the present or future property, assets or revenues of any company becoming a Subsidiary after the date of issue of the Notes which Security Interest exists at the time of such company becoming a Subsidiary (other than any Security Interest created in contemplation thereof). 3.2 Interpretation For the purposes of these Conditions: (a) Relevant Indebtedness means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures or other securities which are for the time being quoted or listed on any stock exchange, over-the-counter or other securities market and (ii) any guarantee or indemnity of any such indebtedness; and (b) Subsidiary means a subsidiary within the meaning of chapter 1, section 11 of the Swedish Companies Act (2005:551). 4. INTEREST 4.1 Interest Rate and Interest Payment Dates The Notes bear interest from and including 11 September 2012 at the rate of 1.875 per cent. per annum, payable annually in arrear on 11 September (each an Interest Payment Date). The first payment (for the period from and including 11 September 2012 to but excluding 11 September 2013 and amounting to €18.75 per €1,000 principal amount of Notes) shall be made on 11 September 2013. 16
4.2 Interest Accrual Each Note will cease to bear interest from and including its due date for redemption or purchase unless, upon due presentation, payment of the principal in respect of the Note, any purchase money due under Condition 6.4 is improperly withheld or refused or unless default is otherwise made in respect of payment. In such event, interest will continue to accrue until whichever is the earlier of: (a) the date on which all amounts due in respect of such Note have been paid; and (b) five days after the date on which the full amount of the moneys payable in respect of such Notes has been received by the Fiscal Agent and notice to that effect has been given to the Noteholders in accordance with Condition 11. 4.3 Calculation of Broken Interest When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the Accrual Date) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date. 4.4 Change of Control Event If there occurs (i) a Change of Control and within the Change of Control Period (if at the time that Change of Control occurs the Notes are rated by a Rating Agency) a Rating Downgrade in respect of that Change of Control occurs or (ii) a Change of Control (if at such time the Notes are not rated by a Rating Agency) (each a Step-Up Event), then from and including the date of the Step-Up Event the interest rate on the Notes shall be determined in Conditions 4.1, 4.2 and 4.3, except that that interest rate in Condition 4.1 shall instead be 6.875 per cent. per annum. Rating Agency means Moody's Deutschland GmbH or Standard & Poor's Credit Market Services Europe Limited and their respective successors or any other rating agency or equivalent international standing specified by the Issuer. A Rating Downgrade shall be deemed to have occurred in respect of a Change of Control if within the Change of Control Period the rating previously assigned to the Notes by any Rating Agency is (a) withdrawn or (b) changed from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or (c) (if the rating assigned to the Notes by any Rating Agency shall be below an investment grade rating (as described above)) lowered one full rating category (from BB+ to BB or such similar lower or equivalent rating), provided that a Rating Downgrade otherwise arising by virtue of a particular change in rating shall be deemed not to have occurred in respect of a particular Change of Control if the Rating Agency making the change in rating to which this definition would otherwise apply does not publicly announce or publicly confirm that the reduction was the result, in whole or part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable Change of Control. A Change of Control shall be deemed to have occurred at each time (whether or not approved by the Board of Directors of the Issuer) that any person or persons acting in concert or any person or persons acting on behalf of any such person(s) (the Relevant Persons), at any time acquire(s) (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) such number of shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided that a Change of Control shall be deemed not to have occurred if all or substantially all of the shareholders of the Relevant Person(s) 17
Page 1 and 2: PROSPECTUS AKTIEBOLAGET SKF (a publ
Page 3 and 4: IMPORTANT INFORMATION RELATING TO T
Page 5 and 6: ___________________________________
Page 7 and 8: Political and regulatory risks Ther
Page 9 and 10: Difficulties integrating acquired b
Page 11 and 12: The Conditions also provide that th
Page 13 and 14: Legal investment considerations may
Page 15: CONDITIONS OF THE NOTES The followi
Page 19 and 20: (b) is a Business Day in the place
Page 21 and 22: unless the withholding or deduction
Page 23 and 24: assets of the Issuer, and (ii) in a
Page 25 and 26: 14.3 Appointment of Process Agent T
Page 27 and 28: Global Note will, subject as set ou
Page 29 and 30: USE OF PROCEEDS The net proceeds of
Page 31 and 32: usiness areas to replace the former
Page 33 and 34: earings. Therefore, understanding t
Page 35 and 36: groove ball bearings, seals, and me
Page 37 and 38: Asia currently accounts for almost
Page 39 and 40: Lubrication systems market SKF esti
Page 41 and 42: products and services which have a
Page 43 and 44: Sustainability SKF is committed to
Page 45 and 46: Joe Loughrey Board member since 200
Page 47 and 48: Carina Bergfelt General Counsel and
Page 49 and 50: 2011 2010 2009 Total 42,886 40,206
Page 51 and 52: TAXATION Persons considering the pu
Page 53 and 54: (ii) Resident holders of Notes Unde
Page 55 and 56: General No action has been taken by
Page 57 and 58: Documents Available 8. For the peri

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