Pricing Supplement, dated June 25, 2019, of the EUR 100,000,000 of Floating Rate Notes due December 2020 issued by Autoliv, Inc
Exhibit 1.1
MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes of the manufacturers product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels.
NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC FOR THE ISSUE OF NOTES DESCRIBED BELOW.
25 June 2019
Autoliv, Inc.
Legal entity identifier (LEI): A23RUXWKASG834LTMK28
Issue of 100,000,000 Floating Rate Notes due December 2020
Guaranteed by Autoliv ASP, Inc.
under the 3,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Base Listing Particulars dated 11 April 2019 as supplemented by the supplement dated 13 June 2019 (the Base Listing Particulars). Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Listing Particulars. Copies of the Base Listing Particulars may be obtained during normal business hours at the Issuers registered office at Klarabergsviadukten 70, Section B, 7th Floor, Box 70381, SE-107 24, Stockholm, Sweden.
1. (a) Series Number: | 1 | |
(b) Tranche Number: | 1 | |
(c) Date on which the Notes will be consolidated and form a single Series: | Not Applicable | |
2. Specified Currency or Currencies: | Euro () | |
3. Aggregate Nominal Amount: | ||
(a) Series: | 100,000,000 | |
(b) Tranche: | 100,000,000 | |
4. Issue Price: | 100.168% of the Aggregate Nominal Amount | |
5. (a) Specified Denominations: | 100,000 and integral multiples of 1,000 in excess thereof | |
(b) Calculation Amount (in relation to calculation of interest in global form see Conditions): | 1,000 |
1
6. (a) Issue Date: | 27 June 2019 | |
(b) Interest Commencement Date: | Issue Date | |
7. Maturity Date: | Interest Payment Date falling in December 2020 | |
8. Interest Basis: | 3-month EURIBOR plus 0.50% per annum Floating Rate | |
(further particulars specified below) | ||
9. Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100% of their nominal amount | |
10. Change of Interest Basis or Redemption/Payment Basis: | Not Applicable | |
11. Put/Call Options: | Change of Control Put
(further particulars specified below) | |
12. Date approval for issuance of Notes and Guarantee obtained: | 18 June 2019 and 21 June 2019 respectively | |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
13. Fixed Rate Note Provisions | Not Applicable | |
14. Floating Rate Note Provisions | Applicable | |
(a) Specified Period(s)/Specified Interest Payment Dates: | 29 March, 29 June, 29 September and 29 December in each year, from and including 29 September 2019, to and including 29 December 2020 subject to adjustment in accordance with the Business Day Convention set out in (b) below (long first coupon) | |
(b) Business Day Convention: | Modified Following Business Day Convention | |
(c) Additional Business Centre(s): | Not Applicable | |
(d) Manner in which the Rate of Interest and Interest Amount is to be determined: | Screen Rate Determination | |
(e) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent): | Not Applicable | |
(f) Screen Rate Determination: | ||
Reference Rate: | 3 month EURIBOR | |
Interest Determination Date(s): | The second day on which the TARGET2 System is open prior to the start of each Interest Period |
2
Relevant Screen Page: | Reuters Screen Page EURIBOR01 | |
Observation Look-back Period: | Not Applicable | |
Reference Rate Replacement: | Applicable | |
(g) ISDA Determination: | Not Applicable | |
(h) Linear Interpolation: | Applicable the Rate of Interest for the long first Interest Period shall be calculated using Linear Interpolation | |
(i) Margin(s): | +/- 0.50% per annum | |
(j) Minimum Rate of Interest: | 0.00% per annum | |
(k) Maximum Rate of Interest: | Not Applicable | |
(l) Day Count Fraction: | Actual/360 | |
(m) Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: | Not Applicable | |
15. Zero Coupon Note Provisions | Not Applicable | |
16. Index Linked Interest Note | Not Applicable | |
17. Dual Currency Interest Note Provisions | Not Applicable | |
PROVISIONS RELATING TO REDEMPTION | ||
18. Notice periods for Condition 7.2: | Minimum period: 30 days Maximum period: 60 days | |
19. Issuer Call: | Not Applicable | |
20. Investor Put: | Not Applicable | |
21. Change of Control Put: | Applicable | |
22. Final Redemption Amount: | 1,000 per Calculation Amount | |
23. Early Redemption Amount payable on redemption for taxation reasons, redemption following a Change of Control or on event of default and/or the method of calculating the same (if required): | 1,000 per Calculation Amount |
3
GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
24. Form of Notes: | Registered Notes | |
Global Note registered in the name of a nominee for a common safekeeper for Euroclear and Clearstream, Luxembourg (that is held under the NSS) | ||
25. Additional Financial Centre(s): | Not Applicable | |
26. Details relating to Partly Paid Notes: 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 Notes and interest due on late payment. | Not Applicable | |
27. Details relating to Instalment Notes: | Not Applicable | |
28. Other terms or special conditions: | Not Applicable | |
Signed on behalf of Autoliv, Inc.: | Signed on behalf of Autoliv ASP, Inc.: | |
By: /s/ Christian Hanke | By: /s/ Christian Hanke | |
Duly authorised | Duly authorised |
4
PART B OTHER INFORMATION
1. LISTING | Application has been made by the Issuer (or on its behalf) to The Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the Notes to be admitted to the official list and to trading on the Global Exchange Market of Euronext Dublin with effect from 27 June 2019. | |
2. RATINGS | ||
Ratings: | The Notes to be issued are expected to be rated A- (negative) by S&P Global Ratings Europe Limited. | |
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE | ||
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business. | ||
4. OPERATIONAL INFORMATION | ||
(i) ISIN: | XS2017801445 | |
(ii) Common Code: | 201780144 | |
(iii) CFI: | DTFXFR | |
(iv) FISN: | AUTOLIV INC./0.01 MTN 20191227 | |
(v) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): | Not Applicable | |
(vi) Delivery: | Delivery against payment | |
(vii) Names and addresses of additional Paying Agent(s) (if any): | Not Applicable | |
(viii) Intended to be held in a manner which would allow Eurosystem eligibility: | Yes. Note that the designation yes simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. |
5
5. DISTRIBUTION | ||
(i) Method of distribution: | Non-syndicated | |
(ii) If syndicated, names of Managers: | Not Applicable | |
(iii) Stabilisation Manager(s) (if any): | Not Applicable | |
(iv) If non-syndicated, name of relevant Dealer: | Morgan Stanley & Co. International plc | |
(v) U.S. Selling Restrictions: | Reg. S Compliance Category 2 | |
(vi) Additional selling restrictions: | Not Applicable | |
(vii) Prohibition of Sales to EEA Retail Investors: | Not Applicable |
6