Prospect, pdf - the SKF site for the capital market

SUBSCRIPTION AND SALE
Commerzbank Aktiengesellschaft, Deutsche Bank AG, London Branch, Skandinaviska Enskilda Banken AB
(publ), and The Royal Bank of Scotland plc (the Joint Lead Managers) have, pursuant to a Subscription
Agreement (the Subscription Agreement) dated 7 September 2012, jointly and severally agreed to
subscribe or procure subscribers for the Notes at the issue price of 99.643 per cent. of the principal amount of
Notes, less a combined selling concession and management and underwriting commission. The Issuer will
also reimburse the Joint Lead Managers in respect of certain of their expenses, and has agreed to indemnify
the Joint Lead Managers against certain liabilities, incurred in connection with the issue of the Notes. The
Subscription Agreement may be terminated in certain circumstances prior to payment of the Issuer.
United States
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions
exempt from the registration requirements of the Securities Act.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the
United States or its possessions or to a United States person, except in certain transactions permitted by U.S.
treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code of 1986 and regulations thereunder.
Each Joint Lead Manager has agreed that, except as permitted by the Subscription Agreement, it will not
offer, sell or deliver the Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after
the later of the commencement of the offering and the Closing Date within the United States or to, or for the
account or benefit of, U.S. persons and that it will have sent to each dealer to which it sells any Notes during
the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and
sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used
in this paragraph have the meanings given to them by Regulation S under the Securities Act.
In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United
States by any dealer that is not participating in the offering may violate the registration requirements of the
Securities Act.
United Kingdom
Each Joint Lead Manager has represented and agreed that:
(b) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
The Kingdom of Sweden
Each Joint Lead Manager has confirmed and agreed that it will not, directly or indirectly, offer for
subscription or purchase or issue invitations to subscribe for or buy or sell Notes or distribute any draft or
definitive document in relation to any such offer, invitation or sale in the Kingdom of Sweden except in
circumstances that will not result in a requirement to prepare a prospectus pursuant to the provisions of the
Swedish Financial Instruments Trading Act (lag (1991:980) om handel med finansiella instrument).
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