ALV Autoliv Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 29, 2024

 

Autoliv, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-12933		51-0378542
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Klarabergsviadukten 70, Section B, 7th Floor,

Box 70381,

SE-107 24, Stockholm, Sweden
(Address and Zip Code of principal executive offices)

 

+46 8 587 206 00

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value	ALV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Item 1.01	Entry Into a Material Definitive Agreement

Autoliv, Inc. (the “Company”) announced changes to its Swedish Depository Receipts (“SDRs”) following Euroclear Sweden’s termination of its agreement to act as Withholding Agent. Effective January 29, 2024, the Company updated its General Terms and Conditions for Swedish Depository Receipts in Autoliv, Inc. (“Terms and Conditions”) for the existing SDRs. Skandinaviska Enskilda Banken (“SEB”) will assume the role as Withholding Agent in its capacity as issuer of the Company’s SDRs. As Euroclear Sweden is no longer the Withholding Agent, it is necessary to change the ISIN code to enable SEB to serve as the new Withholding Agent.

 

The updates included additional obligations and responsibilities for holders of SDRs (“Holders”), such as the potential requirement to file information and documentation with SEB or to execute certificates and make necessary representations and warranties as SEB may require. SEB is also now entitled to deregister all of the Holders’ SDRs and transfer the common shares in the Company (the “Shares”) to a custodian or nominee of the Holder if the Holder does not fulfil certain requirements. The updated Terms and Conditions also include new termination provisions.

 

Effective February 28, 2024, the Company will be further updating its Terms and Conditions for the new ISIN-coded SDRs. These updates include differentiating between different accounts in the book-entry system administered by Euroclear Sweden: nominee VPC accounts, trading book VPC accounts, and owner VPC accounts. Also, the conversion of dividend payments will begin taking place upon receipt of the funds for the dividend of the Shares, normally on the dividend payment date of the Shares, as a futures contract.

 

The SDRs will receive a new ISIN code as of February 29, 2024 with the updated Terms and Conditions. As of this date when the new ISIN is effective, it will no longer be possible to hold Autoliv SDRs as owner registered holdings in a CSD account (Swedish: VP konto) with Euroclear Sweden,

 

The record date for the ISIN change is February 29, 2024. The last day of trading for the current ISIN code is February 27, 2024. The first day of trading on Nasdaq Stockholm with the new ISIN code is February 28, 2024. During the period of February 26, 2024 through February 29, 2024, it will not be possible to convert between the Company’s SDRs and the Company’s Common Stock traded on the New York Stock Exchange.

 

Copies of the amended Terms and Conditions will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the first quarter 2024.

 

A copy of the press release announcing the change is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description of Exhibit
99.1		Press Release of Autoliv, Inc. dated January 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

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EXHIBIT INDEX

Exhibit Number		Description of Exhibit
99.1		Press Release of Autoliv, Inc. dated January 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AUTOLIV, INC
	By:		/s/ Anthony J. Nellis
	Name:		Anthony J. Nellis
	Title:		Executive Vice President, Legal Affairs and General Counsel

Date: February 2, 2024

 

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Exhibit 99.1

PRESS RELEASE

 

 

Autoliv Swedish Depository Receipts: Changes to Terms and Conditions, ISIN-code, and Withholding Agent

(Stockholm, Sweden, January 16, 2024) – Following Euroclear Sweden’s termination of its agreement to act as Withholding Agent, Autoliv, Inc. (NYSE: ALV and SSE: ALIVsdb) today announces upcoming changes to its Autoliv, Inc. Swedish Depository Receipts (SDRs). The SDRs will receive a new ISIN code as of February 29, 2024, with updated terms and conditions. Skandinaviska Enskilda Banken (SEB) will assume the role as Withholding Agent in its capacity as issuer of Autoliv SDRs.

As Euroclear Sweden is no longer the Withholding Agent, it is necessary to change the ISIN code to enable SEB to serve as the new Withholding Agent. As of the date the new ISIN is effective, it will no longer be possible to hold Autoliv SDRs as owner registered holdings in a CSD account (Swedish: VP konto) with Euroclear Sweden. Such owner registered holdings in CSD accounts either (i) must be transferred to a custody account with a bank, or securities institution, which holds the role as nominee in Euroclear Sweden prior to February 29, 2024 or (ii) such Autoliv SDRs will automatically be converted to Autoliv Common Stock which is denominated in U.S. dollars and traded on the New York Stock Exchange. Affected SDRs holders will receive separate information around this by mail from Computershare but can also retrieve information on Autoliv’s website as outlined below.

In order for you as owner of Autoliv SDRs to not be subject to so-called double taxation of potential future Autoliv dividends, your bank/custodian/nominee needs to be a Qualified Intermediary (QI) with a tax agreement with the US Internal Revenue Service (IRS). If your bank/custodian/nominee does not have a QI tax agreement with the IRS, higher US withholding tax will be charged to dividends than if your bank/custodian/nominee has a QI agreement. It is therefore important that you contact your bank/custodian/nominee that holds your SDRs to ensure that it has a QI agreement.

The record date for the ISIN change is February 29, 2024. The last day of trading for the current ISIN code is February 27, 2024. The first day of trading on Nasdaq Stockholm with the new ISIN code is February 28, 2024. During the period of February 26 thru February 29, 2024, it will not be possible to convert between Autoliv SDRs and Autoliv, Inc. Common Stock traded on the New York Stock Exchange.

More information, including the updated terms & conditions, will be made available on Autoliv's website (http://www.autoliv.com/investors/share/SDR).

 

Inquiries:

Investors & Analysts: Anders Trapp, Tel +46 (0)8 587 206 71
Investors & Analysts: Henrik Kaar, Tel +46 (0)8 587 206 14

 

About Autoliv

Autoliv, Inc. (NYSE: ALV; Nasdaq Stockholm: ALIV.sdb) is the worldwide leader in automotive safety systems. Through our group companies, we develop, manufacture and market protective systems, such as airbags, seatbelts, and steering wheels for all major automotive manufacturers in the world as well as mobility safety solutions, such

 

Autoliv Inc. Box 70381, 107 24 Stockholm, Sweden Visiting address: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm Phone: +46 (0)8 587 20600 E-mail: gabriella.etemad@autoliv.com

 

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as pedestrian protection, connected safety services and safety solutions for riders of powered two wheelers. At Autoliv, we challenge and re-define the standards of mobility safety to sustainably deliver leading solutions. In 2022, our products saved close to 35,000 lives and reduced more than 450,000 injuries.

Our close to 70,000 associates in 27 countries are passionate about our vision of Saving More Lives and quality is at the heart of everything we do. We drive innovation, research, and development at our 14 technical centers, with their 20 test tracks. Sales in 2022 amounted to US $ 8.8 billion. For more information go to www.autoliv.com.

 

Safe Harbor Statement

This report contains statements that are not historical facts but rather forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that address activities, events or developments that Autoliv, Inc. or its management believes or anticipates may occur in the future. All forward-looking statements are based upon our current expectations, various assumptions and data available from third parties. Our expectations and assumptions are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that such forward-looking statements will materialize or prove to be correct as forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors which may cause actual future results, performance or achievements to differ materially from the future results, performance or achievements expressed in or implied by such forward-looking statements. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those set out in the forward-looking statements, including general economic conditions and fluctuations in the global automotive market. For any forward-looking statements contained in this or any other document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we assume no obligation to update publicly or revise any such statements in light of new information or future events, except as required by law.

 

 

Autoliv Inc. Box 70381, 107 24 Stockholm Visiting address: World Trade Center, Klarabergsviadukten 70, B7, 111 64 Stockholm Phone: +46 (0)8 58720600

 

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v3.24.0.1

Document and Entity Information	Jan. 29, 2024
Cover [Abstract]
Entity Registrant Name	Autoliv, Inc.
Amendment Flag	false
Entity Central Index Key	0001034670
Document Type	8-K
Document Period End Date	Jan. 29, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-12933
Entity Tax Identification Number	51-0378542
Entity Address, Address Line One	Klarabergsviadukten 70, Section B
Entity Address, Address Line Two	7th Floor
Entity Address, Address Line Three	Box 70381
Entity Address City Or Town	Stockholm
Entity Address, Country	SE
Entity Address Postal Zip Code	SE-107 24
City Area Code	46 8
Local Phone Number	587 206 00
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security12b Title	Common stock, $1.00 par value
Trading Symbol	ALV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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