Bond Asia Development Bank 5.25% ( XS1951933636 ) in PHP

Issuer Asia Development Bank
Market price 100 %  ⇌ 
Country  Philippines
ISIN code  XS1951933636 ( in PHP )
Interest rate 5.25% per year ( payment 1 time a year)
Maturity 09/03/2023 - Bond has expired



Prospectus brochure of the bond Asian Development Bank XS1951933636 in PHP 5.25%, expired


Minimal amount 100 000 PHP
Total amount 10 680 400 000 PHP
Detailed description 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 Asian Development Bank's PHP 10,680,400,000 bond (ISIN: XS1951933636), issued in the Philippines with a 5.25% coupon, maturing on 09/03/2023, has reached maturity and been repaid at 100% of its face value, with minimum trade size of PHP 100,000 and a semi-annual payment frequency.








PRICING SUPPLEMENT





ASIAN DEVELOPMENT BANK
GLOBAL MEDIUM-TERM NOTE PROGRAM
Series No.: 1044-01-1

PHP5,460,000,000
5.25 per cent. Notes due 9 March 2023
payable in United States dollars

(to be consolidated and form a single series with the PHP5,220,400,000 5.25 per cent. Notes
due 9 March 2023 payable in United States dollars issued on 20 February 2019)



Issue price: 99.9905 per cent. plus 37 days' accrued interest


Manager

J.P. Morgan





The date of this Pricing Supplement is 25 March 2019.



This pricing supplement (this "Pricing Supplement") is issued to give details of an
issue of PHP5,460,000,000 5.25 per cent. Notes due 9 March 2023 payable in United States
dollars (the "Notes") (to be consolidated and form a single series with the PHP5,220,400,000
5.25 per cent. Notes due 9 March 2023 payable in United States dollars issued on 20 February
2019) by the Asian Development Bank ("ADB") under its Global Medium-Term Note Program
and to provide information supplemental to the Prospectus referred to below.
This Pricing Supplement supplements the terms and conditions of the Notes set
forth in the Prospectus dated 28 April 2011 (as amended and supplemented and together with the
documents incorporated by reference therein, the "Prospectus") and should be read in
conjunction with the Prospectus. Unless otherwise defined in this Pricing Supplement,
capitalized terms used herein have the meanings given to them in the Prospectus.
The issue of the Notes was authorized pursuant to a global borrowing
authorization of the Board of Directors of ADB dated 7 December 2018.
This Pricing Supplement does not constitute, and may not be used for the
purposes of, an offer or solicitation by anyone in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation, and no action is being taken to permit an offering of the Notes or the distribution of
this Pricing Supplement in any jurisdiction where such action is required.
The Notes are not required to be and have not been registered under the U.S.
Securities Act of 1933, as amended. The Notes have not been approved or disapproved by
the U.S. Securities and Exchange Commission or any state securities commission nor has
the Commission or any state securities commission passed upon the accuracy or adequacy
of this Pricing Supplement. Any representation to the contrary is a criminal offense in the
United States.
The distribution of this Pricing Supplement or the Prospectus and the offer and
sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession
this Pricing Supplement or the Prospectus comes are required by ADB and the Manager to
inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers and sales of Notes and on the distribution of this Pricing Supplement or the
Prospectus, see "Plan of Distribution" in the Prospectus.
The Notes are not the obligation of any government.
2




TERMS AND CONDITIONS
The following items are the particular terms and conditions of the Notes to which
this Pricing Supplement relates. In case of any conflict between such terms and conditions and
the terms and conditions set forth in the Prospectus, the terms and conditions set forth in this
Pricing Supplement shall govern.
General Provisions
1.
Issuer:
Asian Development Bank ("ADB").
2.
Series Number:
1044-01-1.
3.
(i)
Specified Currency
The lawful currency of the Republic of the
(Condition 1(c)):
Philippines ("Philippine Peso" or "PHP").

(ii)
Specified Principal Payment
United States dollars ("U.S.$" or "U.S.
Currency if different from
dollars").
Specified Currency (Condition
1(c)):

(iii)
Specified Interest Payment
U.S.$.
Currency if different from
Specified Currency (Condition
1(c)):

(iv)
Alternative Currency
(Condition 7(i)) (if applicable): Not applicable.
4.
Aggregate Nominal Amount:
PHP5,460,000,000 payable in U.S.$.
The Notes will be consolidated and form a
single series with the PHP5,220,400,000
5.25 per cent. Notes due 9 March 2023
payable in United States dollars issued on
20 February 2019.
5.
(i)
Issue Price:
99.9905 per cent. of the Aggregate Nominal
Amount plus PHP29,461,250 on account
of accrued interest for 37 days from and
including 20 February 2019 to but
excluding the Issue Date.
(ii)
Net proceeds:
PHP5,478,022,550 (inclusive of accrued
interest of PHP29,461,250) payable in
U.S.$103,419,406.63 using the U.S.$/PHP
exchange rate of 52.969.
3



6.
Specified Denominations (Condition
PHP100,000 payable in U.S.$.
1(a)):
7.
(i)
Issue Date (Condition 5(d)):
27 March 2019.
(ii)
Interest Commencement Date
20 February 2019.
(if different from the Issue
Date) (Condition 5(d)):


8.
Maturity Date or Redemption Month
9 March 2023, subject to paragraph 31
(Condition 6(a)):
below (which may be subject to adjustment
under the "Adjustments to Interest Payment
Date and Maturity Date" as defined in the
Appendix).
9.
Interest Basis (Condition 5):
Fixed Rate (Condition 5(a)) (further
particulars specified in paragraph 16
below).
10. Redemption/Payment Basis
Redemption at par, provided that the Final
(Condition 6(a)):
Redemption Amount shall be payable in
U.S.$ determined in accordance with
paragraph 23 below.
11. Change of Interest or
Not applicable.
Redemption/Payment Basis:
12. Put/Call Options (Conditions 6(e) and Not applicable.
(f)):
13. Status of the Notes (Condition 3):
Senior.
14. Listing:
Luxembourg Stock Exchange.
15. Method of distribution:
Non-syndicated.
Provisions Relating to Interest Payable
16. Fixed Rate Note Provisions
Applicable.
(Condition 5(a)):
(i)
Rate(s) of Interest:
5.25 per cent. per annum, payable semi-
annually in arrear.
(ii)
Interest Payment Date(s):
9 March and 9 September of each year,
commencing on 9 September 2019 up to
and including the Maturity Date, subject to
4



paragraph 31 below (each as may be
subject to adjustment under "Adjustments
to Interest Payment Date and Maturity
Date" as defined in the Appendix).
(iii) Fixed Coupon Amount(s):
PHP2,625 per Specified Denomination
payable in U.S.$ on each Interest Payment
Date, except for the first Interest Payment
Date on 9 September 2019, which is
subject to the Broken Amount as per
paragraph 16(iv) below, provided that the
Fixed Coupon Amount shall be payable in
U.S.$ in accordance with paragraph 16(ix)
below.
(iv)
Broken Amount(s):
PHP2,902.08 per Specified Denomination,
provided that the Broken Amount shall be
payable in U.S.$ in accordance with
paragraph 16(ix) below.
(v)
Relevant Financial Center:
Manila.
(vi)
Additional Business Center(s)
New York City.
(Condition 5(d)):
(vii) Day Count Fraction (Condition
30E/360 or Eurobond Basis.
5(d)):
(viii) Determination Date(s):
Not applicable.

(ix)
Other terms relating to the
The interest amounts will be paid on each
method of calculating interest
Interest Payment Date in U.S.$ converted
for Fixed Rate Notes:
from PHP at the applicable Reference Rate
(as defined in the Appendix) on the Rate

Fixing Date (as defined in the Appendix)
in respect of the Interest Payment Date.
The Fixed Coupon Amount and Broken
Amount, as applicable, per Specified
Denomination payable in U.S.$ shall be
PHP2,625 and PHP2,902.08, respectively,
divided by the Reference Rate (as defined
in the Appendix). Such amount being
rounded to the nearest cent, with
U.S.$0.005 being rounded upwards.
The resulting figure shall then be
multiplied by 54,600 to arrive at the total
5



Fixed Coupon Amount or Broken Amount,
as applicable, with respect to the relevant
Interest Payment Date.
No Calculation Period shall be adjusted in
the event that the first day or last day of
such period falls on a day that is not a
Business Day.
The last paragraph of Condition 5(a) shall
be replaced in its entirety by the
following:
"Interest will cease to accrue on each
Fixed Rate Note on the Maturity Date
unless, upon due presentation thereof,
payment of principal is improperly
withheld or refused, in which event
interest will continue to accrue at the
specified Rate of Interest up to but
excluding the earlier of (i) the date on
which actual payment of principal is
made, or (ii) the 15th calendar day
following the receipt of such payment of
principal by the Paying Agent."
17. Floating Rate Note Provisions
Not applicable.
(Condition 5(b)):
18. Zero Coupon/Deep Discount Note
Not applicable.
Provisions (Conditions 5(c) and 6(c)):
19. Index-Linked Interest Note Provisions:
Not applicable.
20. Dual Currency Note Provisions:
Not applicable.
Provisions Relating to Redemption
21. Call Option (Condition 6(e)):
Not applicable.
22. Put Option (Condition 6(f)):
Not applicable.
23. Final Redemption Amount:
Aggregate Nominal Amount; provided,
however, that the Final Redemption

Amount will be paid on the Maturity Date
in U.S.$ converted from PHP at the
applicable Reference Rate (as defined in
the Appendix) on the relevant Rate Fixing
6



Date (as defined in the Appendix).
The Final Redemption Amount per
Specified Denomination payable in U.S.$
shall be: PHP100,000 divided by the
Reference Rate (as defined in the
Appendix). Such amount being rounded to
the nearest cent, with U.S.$0.005 being
rounded upwards.
The resulting figure shall then be
multiplied by 54,600 to arrive at the total
Final Redemption Amount payable on the
Maturity Date.
(i)
Alternative Payment Mechanism Not applicable.
(Conditions 7(a) and (c)):
(ii)
Long Maturity Note (Condition
Not applicable.
7(f)):
(iii) Variable Redemption Amount
Not applicable.
(Condition 6(d)):
24. Early Redemption Amount:

(i)
Early Redemption Amount(s)
In the event that the Notes become due
payable on an Event of Default
and payable as provided in Condition 9,
(Condition 9) and/or the method
the Early Redemption Amount with
of calculating the same (if
respect to each Specified Denomination
required or if different from that
will be a U.S.$ amount equal to the
set out in the Conditions):
Redemption Amount that is determined in
accordance with "23. Final Redemption
Amount" above plus accrued and unpaid
interest, if any, as determined in
accordance with "16. Fixed Rate Note
Provisions (Condition 5(a))"; provided
that for the purposes of such
determination, the "Rate Fixing Date"
shall be the date that is no later than two
(2) Fixing Business Days (as defined in
the Appendix) prior to the date upon
which the Notes become due and payable
as provided in Condition 9.
(ii)
Unmatured Coupons to become Not applicable.
void (Condition 7(f)):
7



Additional General Provisions Applicable to the Notes
25. Form of Notes:
Registered Notes.
Definitive Registered Notes:
Registered Global Note available on Issue
Date.
26. Talons for future Coupons to be
Not applicable.
attached to definitive Bearer Notes (and
dates on which such Talons mature):
27. Details relating to Partly Paid Notes:
Not applicable.
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 ADB to forfeit
the Notes and interest due on late
payment:
28. Details relating to Installment Notes:
Not applicable.
29. Redenomination, renominalization and
Not applicable.
reconventioning provisions:
30. Consolidation provisions:
Not applicable.
31. Other terms or special conditions:

(i)
Payment Dates:
If any date for payment of any principal or
interest in respect of the Notes is not a
Business Day, ADB shall not be obliged to
pay such principal or interest until the first
following day that is a Business Day and
shall not be obliged to pay any interest or
other payment in respect of such
postponed payment.
"Business Day" shall mean a day other
than a Saturday or a Sunday 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 Manila and New York City.
8




Distribution
32. (i)
If syndicated, names of
Not applicable.

Managers:
(ii)
Stabilizing Manager (if any):
Not applicable.
(iii)
Commissions and
0.20 per cent. of the Aggregate Nominal
Concessions:
Amount payable in U.S.$.
33. If non-syndicated, name of Dealer:
J.P. Morgan Securities plc.
34. Additional selling restrictions:
The following paragraphs shall be deemed
to be set out under the headings "The
Republic of the Philippines" and "Other"
in the section entitled "Plan of
Distribution" in the Prospectus:
The Republic of the Philippines
"The Dealer represents, warrants and
agrees that the Notes are not being offered
or sold and may not be offered or sold,
directly or indirectly, in the Republic of
the Philippines."
Other
"The Dealer represents, warrants and
agrees that the Notes are not being offered
or sold and may not be offered or sold,
directly or indirectly, to persons in high-
risk and non-cooperative jurisdictions as
identified by the Financial Action Tax
Force."
Operational Information

35. (i) ISIN:
XS1951933636.
(ii) CUSIP:
Not applicable.
(iii) CINS:
Not applicable.
(iv) WKN:
Not applicable.

36. Common Code:
195193363.
9



37. Any clearing system(s) other than
Euroclear and Clearstream, Luxembourg
Euroclear, Clearstream, Luxembourg
only.
and DTC and the relevant identification
number(s):
38. Delivery:
Delivery against payment.
39. Additional Paying Agent(s) (if any):
Not applicable.
40. Governing Law:
English.
Listing Application
This Pricing Supplement comprises the details required to list the issue of Notes
described herein pursuant to the listing of the Global Medium-Term Note Program of ADB.
Material Adverse Change Statement
There has been no material adverse change in the financial position or prospects
of ADB since the date of the financial statements included in the Information Statement of ADB,
which was most recently published on 25 April 2018.
Recent Developments


On 5 May 2018, ADB's Board of Governors approved the following with respect
to its 2017 reported net income of U.S.$753.3 million, after the allocation of income from the
transfer of Asian Development Fund loans and certain other assets to the ordinary reserve and
appropriation of guarantee fees to the special reserve:



a.
U.S.$49.0 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 2017, be added
from the net income to the cumulative revaluation adjustments account;



b.
U.S.$14.2 million, representing the adjustment to the loan loss reserve as
of 31 December 2017, be added from net income to the loan loss reserve;



c.
U.S.$350.7 million be allocated to the ordinary reserve;



d.
U.S.$259.4 million be allocated to the Asian Development Fund; and



e.
U.S.$80.0 million be allocated to the Technical Assistance Special Fund.





On 12 December 20l8, Shixin Chen succeeded Wencai Zhang as Vice-President
for Operations 1.


Effective 11 March 2019, Niue became the 68th member of ADB.
10


Document Outline