Bond Asia Development Bank 3.3% ( AU3CB0250520 ) in AUD

Asia Development Bank

100 % ▲

Philippines

AU3CB0250520 ( in AUD )

3.3% per year ( payment 2 times a year)

07/08/2028

Prospectus brochure of the bond Asian Development Bank AU3CB0250520 en AUD 3.3%, maturity 07/08/2028

500 000 AUD

500 000 000 AUD

08/08/2025 ( In 37 days )

The Asian Development Bank (ADB) is a regional development bank committed to reducing poverty and improving the lives of people in Asia and the Pacific through loans, technical assistance, grants, and equity investments.

The Bond issued by Asia Development Bank ( Philippines ) , in AUD, with the ISIN code AU3CB0250520, pays a coupon of 3.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/08/2028

Series No.:
AUD 024-00-1
Tranche No.: 1
ASIAN DEVELOPMENT BANK
Australian Dollar
Medium Term Note Programme
Issue of
A$500,000,000 3.30% Notes due 8 August 2028
("Notes")
This Pricing Supplement (as referred to in the Information Memorandum dated 21 December
2016 ("Information Memorandum") and the Deed Poll dated 21 December 2016 in relation to
the above Programme) relates to the Tranche of Notes referred to above. The particulars to be
specified in relation to such Tranche are as follows.
The Issuer is not a bank which is authorised under the Banking Act 1959 of Australia. The
Notes are not the obligations of any government and, in particular, are not guaranteed by
the Commonwealth of Australia.
1
Description of Notes:
Notes
2
Issuer:
Asian Development Bank
3
Lead Manager and Dealer:
Mizuho Securities Asia Limited
4
(i)
Registrar:
Reserve Bank of Australia
(ii)
Issuing and Paying Agent:
Reserve Bank of Australia
(iii)
Calculation Agent:
Not applicable
5
Type of Issue:
Non-syndicated
6
Currency:
- of Denomination:
A$
- of Payment:
A$
7
Aggregate principal amount of
A$500,000,000
Tranche:
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If interchangeable with existing
Not applicable
Series:
9
Issue Date:
8 February 2018
10
(i)
Issue Price:
99.868% of the aggregate principal amount of the
Tranche.

(ii)
Net Proceeds:
A$498,020,000
11
Denomination(s):
A$5,000, subject to the requirement that the
amount payable by each person who subscribes
for Notes when issued in Australia must be at
least A$500,000.
See Condition 4.3 as set out in the Information
Memorandum for details of the restrictions on
transfer of the Notes.
12
Definition of Business Day:
A day on which commercial banks and foreign
exchange markets settle payments and are open
for general business (including dealings in
foreign exchange and foreign currency deposits)
in Sydney.
13
Interest:

(a)
If Interest bearing:

(i)
Interest Rate:
3.30% per annum paid semi-annually in arrear.

(ii)
Interest Amount:
A$82.50 per Note of A$5,000 denomination,
payable on a semi-annual basis.

(iii)
Interest Payment Dates:
8 February and 8 August of each year,
commencing on 8 August 2018 up to and
including the Maturity Date.

(iv)
Interest Period End Dates:
8 February and 8 August of each year,
commencing on 8 August 2018 up to and
including the Maturity Date, subject to no
adjustment.

(v)
Applicable Business Day
Following
Convention:

-
for Interest Payment Dates:
As above

-
for Maturity Date:
As above

-
for Interest Period End Dates: Not applicable

-
any other dates:
As above
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(vi)
Day Count Fraction:
RBA Bond Basis

(vii)
Interest Commencement Date
Not applicable
(if different from the Issue
Date):

(viii)
Minimum Interest Rate:
Not applicable

(ix)
Maximum Interest Rate:
Not applicable

(x)
Issue Yield:
3.315% (semi-annual compounding)

(b)
If non-interest bearing:

(i)
Amortisation Yield:
Not applicable
(ii)
Amortisation Yield
Not applicable
compounding method for
calculation of Amortised Face

Amount:

14
Maturity Date:
8 August 2028
15
Maturity Redemption Amount:
Outstanding Principal Amount
16
Early Termination Amount:
Outstanding Principal Amount
17
Listing:
Not applicable
18
Clearing System:
Austraclear System.
Interests in the Notes may also be traded through
Euroclear and Clearstream, Luxembourg as set
out on page 11 of the Information Memorandum.
19
Other Conditions:
Not applicable
20
Additional Selling Restrictions:
The Selling Restriction for the United States set
out in the Information Memorandum is amended
as set out in Schedule 1 to this Pricing
Supplement.
21
Foreign Securities Number
ISIN: AU3CB0250520
(ISIN/Common Code/SEDOL):
Common Code: 176758775
SEDOL: BD0FYL4
22
Calculation Agent:
Not applicable
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23
Recent Developments:
On 6 May 2017, ADB's Board of Governors
approved the following with respect to its 2016
reported net loss of U.S.$11.2 million after
appropriation of guarantee fees to the special
reserve:
(a)
U.S.$14.6 million, representing the
adjustment to the loan loss reserve as of
31 December 2016, be added from the
net income to the loan loss reserve;
(b)
U.S.$513.9 million, representing the ASC
815/825 adjustments and the unrealized
portion of net income from equity
investments accounted for under the
equity method, for the year ended
31 December 2016, be added from the
cumulative
revaluation
adjustments
account to the net income;
(c)
U.S.$123.7 million be allocated to the
ordinary reserve;
(d)
U.S.$259.4 million be allocated to the
Asian Development Fund;
(e)
U.S.$60.0 million be allocated to the
Technical Assistance Special Fund;
(f)
U.S.$20.0 million be allocated to the Asia
Pacific Disaster Response Fund;
(g)
U.S.$15.0 million be allocated to the
Climate Change Fund; and
(h)
U.S.$10.0 million be allocated to the
Regional Cooperation and Integration
Fund.
24
U.S. Taxation:
U.S. taxation disclosure is set out in Schedule 2
to this Pricing Supplement.
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SCHEDULE 1
SELLING RESTRICTION
The following selling restriction set out in the Information Memorandum is amended as follows:
United States
The selling restriction for the United States is deleted and replaced with the following:
"United States of America
Under the provisions of Section 11(a) of the Asian Development Bank Act, the Notes are
exempted securities within the meaning of Section 3(a)(2) of the U.S. Securities Act of 1933, as
amended, and Section 3(a)(12) of the U.S. Securities Exchange Act of 1934, as amended."
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SCHEDULE 2
U.S. TAXATION
The following is a summary of certain United States federal income tax considerations
that may be relevant to a holder of a Note that is a citizen or resident of the United States or a
domestic corporation or that otherwise is subject to United States federal income taxation on a
net income basis in respect of the Note (a "United States holder"). This summary is based
on laws, regulations, rulings and decisions now in effect, all of which are subject to change
(possibly with retroactive effect). Unless otherwise stated, this summary deals only with
United States holders who acquire the Notes as part of the initial offering of the Notes at their
issue price and who will hold Notes as capital assets. This summary does not address tax
considerations applicable to investors that may be subject to special tax rules, such as banks,
tax-exempt entities, insurance companies, dealers in securities or currencies, traders in
securities electing to mark to market, persons that will hold Notes as a position in a "straddle"
or conversion transaction, or as part of a "synthetic security" or other integrated financial
transaction, or persons that have a "functional currency" other than the U.S. dollar.
If a partnership (or other entity treated as a partnership for U.S. federal income tax
purposes) holds Notes, the tax treatment of a partner generally will depend upon the status of
the partner and the activities of the partnership. A partner in a partnership that acquires or
holds the Notes should consult its own tax advisers.
Under recently enacted legislation, United States holders that use an accrual method of
accounting for tax purposes ("accrual method holders") generally are required to include
certain amounts in income no later than the time such amounts are reflected on certain
financial statements (the "book/tax conformity rule"). The application of the book/tax
conformity rule thus may require the accrual of income earlier than would be the case under
the general tax rules described below, although it is not clear to what types of income the
book/tax conformity rule applies. This rule generally is effective for tax years beginning after
December 31, 2017. Accrual method holders should consult with their tax advisors regarding
the potential applicability of the book/tax conformity rule to their particular situation.
Investors should consult their own tax advisors in determining the tax consequences to
them of holding Notes, including the application to their particular situation of the United
States federal income tax considerations discussed below, as well as the application of U.S.
federal alternative minimum, estate and gift tax laws, U.S. state, local, foreign or other tax
laws.
Payments of Interest
Payments of interest on a Note will be taxable to a United States holder as ordinary
interest income at the time that such payments are accrued or are received (in accordance with
the United States holder's method of tax accounting). The amount of interest income realized
by a United States holder that uses the cash method of tax accounting will be the U.S. dollar
value of the Australian dollar payment based on the exchange rate in effect on the date of
receipt regardless of whether the payment in fact is converted into U.S. dollars. A United
States holder that uses the accrual method of accounting for tax purposes will accrue interest
income on the Note in Australian dollars and translate the amount accrued into U.S. dollars
based on the average exchange rate in effect during the interest accrual period (or portion
thereof within the United States holder's taxable year), or, at the accrual basis United States
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holder's election, at the spot rate of exchange on the last day of the accrual period (or the last
day of the taxable year within such accrual period if the accrual period spans more than one
taxable year), or at the spot rate of exchange on the date of receipt, if such date is within five
business days of the last day of the accrual period. A United States holder that makes such
election must apply it consistently to all debt instruments from year to year and cannot change
the election without the consent of the Internal Revenue Service (the "IRS"). A United States
holder that uses the accrual method of accounting for tax purposes will recognize foreign
currency gain or loss, as the case may be, on the receipt of an interest payment made with
respect to a Note if the exchange rate in effect on the date the payment is received differs
from the rate applicable to a previous accrual of that interest income. This foreign currency
gain or loss will be treated as ordinary income or loss but generally will not be treated as an
adjustment to interest income received on the Note.
Purchase, Sale and Retirement of Notes
A United States holder's tax basis in a Note generally will equal the cost of such Note
to such holder. The cost of such Note to a United States holder will generally be the U.S.
dollar value of the Australian dollar purchase price on the date of purchase. The conversion
of U.S. dollars to Australian dollars and the immediate use of the Australian dollars to
purchase a Note generally will not result in taxable gain or loss for a United States holder.
Upon the sale, exchange or retirement of a Note, a United States holder generally will
recognize gain or loss equal to the difference between the amount realized on the sale,
exchange or retirement (less any amounts attributable to accrued but unpaid interest not
previously included in income, which will be taxable as such) and the United States holder's
tax basis in such Note. The amount realized will generally be the U.S. dollar value of the
Australian dollars received calculated at the exchange rate in effect on the date the Note is
disposed of or retired.
Subject to the foreign currency rules discussed below, gain or loss recognized by a
United States holder generally will be long-term capital gain or loss if the United States
holder has held the Note for more than one year at the time of disposition. Long-term capital
gains recognized by an individual holder generally are subject to tax at a reduced rate. The
deductibility of capital losses is subject to limitations.
Gain or loss recognized by a United States holder on the sale, exchange or retirement
of a Note generally will be treated as ordinary income or loss to the extent that the gain or loss
is attributable to changes in exchange rates during the period in which the holder held such
Note. This foreign currency gain or loss will not be treated as an adjustment to interest
income received on the Notes.
Reportable Transactions
A United States holder that participates in a "reportable transaction" will be required
to disclose its participation to the IRS. The scope and application of these rules is not entirely
clear. A U.S. holder may be required to treat a foreign currency exchange loss relating to a
Note as a reportable transaction if the loss exceeds US$50,000 in a single taxable year if the
United States holder is an individual or trust, or higher amounts for other United States
holders. In the event the acquisition, ownership or disposition of a Note constitutes
participation in a "reportable transaction" for purposes of these rules, a United States holder
will be required to disclose its investment to the IRS, currently on Form 8886. Prospective
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purchasers should consult their tax advisors regarding the application of these rules to the
acquisition, ownership or disposition of Notes.
Specified Foreign Financial Assets
Individual United States holders that own "specified foreign financial assets" with an
aggregate value in excess of US$50,000 are generally required to file an information
statement along with their tax returns, currently on Form 8938, with respect to such assets.
"Specified foreign financial assets" include any financial accounts held at a non-U.S. financial
institution, as well as securities issued by a non-U.S. issuer that are not held in accounts
maintained by financial institutions. Higher reporting thresholds apply to certain individuals
living abroad and to certain married individuals. Regulations extend this reporting
requirement to certain entities that are treated as formed or availed of to hold direct or indirect
interests in specified foreign financial assets based on certain objective criteria. United States
holders who fail to report the required information could be subject to substantial penalties.
In addition, the statute of limitations for assessment of tax would be suspended, in whole or
part. Prospective investors should consult their own tax advisors concerning the application
of these rules to their investment in the Notes, including the application of the rules to their
particular circumstances.
Non-United States Holders
The IRS has ruled to the effect that interest paid to a non-resident alien individual or to
a foreign corporation on securities issued by ADB is not subject to United States federal
income tax, including withholding tax, except that, absent any special statutory or treaty
exemption, (i) such interest, when derived by such non-resident alien individual or foreign
corporation in the active conduct of a banking, financing or similar business within the United
States or when received by a corporation the principal business of which is trading in stock or
securities for its own account, is subject to United States federal income tax if such interest is
attributable to an office or fixed place of business of such person within the United States and
certain other conditions exist, and (ii) a foreign corporation which is an insurance company
carrying on a United States insurance business is subject to United States federal income tax
on interest on securities of ADB if such interest is attributable to its United States business.
The IRS also has ruled to the effect that (i) interest paid by ADB on its obligations
constitutes income from sources without the United States and (ii) unless a death tax
convention provides otherwise, debt obligations of ADB for purposes of the United States
federal estate tax are deemed to be situated outside the United States and are not includible in
the gross estate of a non-resident of the United States who was not a citizen of the United
States. The Tax Reform Act of 1986 and subsequent legislation amended the Internal
Revenue Code of 1954, under which the previous rulings were issued. ADB has been advised
by its United States tax counsel that these amendments will not affect the IRS rulings
described above.
The gain realized on any sale or exchange of the Notes by a holder that is not a United
States holder will not be subject to United States federal income tax, including withholding
tax, unless (i) such gain is effectively connected with the conduct by the holder of a trade or
business in the United States or (ii) in the case of gain realized by an individual holder, the
holder is present in the United States for 183 days or more in the taxable year of the sale and
certain other conditions are met.
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Information Reporting and Backup Withholding
The United States imposes reporting requirements, and in limited circumstances,
backup withholding requirements, with respect to certain payments of principal and interest
on debt obligations. Regulations issued by the IRS confirm that such reporting requirements
do not apply to payments on the Notes made by ADB. Brokers, trustees, custodians and
certain other middlemen will be subject to the reporting and backup withholding requirements
with respect to payments received by them on, or proceeds realized on the disposition of,
Notes held by certain United States holders. Foreign persons receiving payments on the
Notes or disposing of Notes may be required to establish their status as such in order to avoid
the filing of information returns by such middlemen, or the backup withholding of tax by such
middlemen, in respect of such payments.
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