Obligation Asia Development Bank 2.45% ( AU3CB0259919 ) en AUD

Asia Development Bank

100 % ▲

Philippines

AU3CB0259919 ( en AUD )

2.45% par an ( paiement semestriel )

16/01/2024 - Obligation échue

Prospectus brochure de l'obligation Asian Development Bank AU3CB0259919 en AUD 2.45%, échue

5 000 AUD

1 110 000 000 AUD

La Banque asiatique de développement (BAD) est une institution financière internationale qui ?uvre à réduire la pauvreté et à promouvoir un développement économique et social durable dans l'Asie et le Pacifique.

L'Obligation émise par Asia Development Bank ( Philippines ) , en AUD, avec le code ISIN AU3CB0259919, paye un coupon de 2.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/01/2024

Series No.:
AUD 026-00-1

Tranche No.: 1

ASIAN DEVELOPMENT BANK
Australian Dollar
Medium Term Note Programme

Issue of

A$1,000,000,000 2.45% Notes due 17 January 2024
("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 Managers and Dealers:
Deutsche Bank AG, Sydney Branch (ABN 13
064 165 162)
Nomura International plc
The Toronto-Dominion Bank
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:
Syndicated Issue
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6 Currency:

- of Denomination:
A$

- of Payment:
A$
7
Aggregate principal amount of
A$1,000,000,000
Tranche:
8
If interchangeable with existing
Not applicable
Series:
9
Issue Date:
17 January 2019
10
(i)
Issue Price:
99.918% of the aggregate principal amount of the
Tranche.
(ii)
Net
Proceeds:
A$997,780,000
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:
2.45% per annum paid semi-annually in arrear.

(ii)
Interest Amount:
A$61.25 per Note of A$5,000 denomination,
payable on a semi-annual basis.

(iii) Interest
Payment
Dates:
17 January and 17 July of each year,
commencing on 17 July 2019 up to and including
the Maturity Date.

(iv) Interest
Period
End
Dates:
17 January and 17 July of each year,
commencing on 17 July 2019 up to and including
the Maturity Date, subject to no adjustment.

(v)
Applicable Business Day
Following
Convention:
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2

-
for Interest Payment Dates:
As above

-
for Maturity Date:
As above

-
for Interest Period End Dates: Not applicable

-
any other dates:
As above

(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:
2.4675% (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:
17 January 2024
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 Restrictions for the United States and
Singapore as set out in the Information
Memorandum are amended and the Selling
Restriction for Malaysia shall be deemed to be
included in the section entitled "Selling
Restrictions" in the Information Memorandum, in
each case, as set out in Schedule 1 to this Pricing
Supplement.
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3

21
Foreign Securities Number
ISIN: AU3CB0259919
(ISIN/Common Code):
Common Code: 193468802
22
Calculation Agent:
Not applicable
23
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 2018, Shixin Chen succeeded
Wencai Zhang as Vice-President for Operations
1.
24
Use of Proceeds:
The net proceeds of the issue of the Notes will be
included in the ordinary capital resources of
ADB which will then be allocated to a special
sub-portfolio therein and tracked against the
disbursements to Eligible Projects (as defined
below). As long as the Notes are outstanding,
the balance of the sub-portfolio will be reduced,
at the end of each quarter, by amounts matching
the disbursements made during the quarter with
respect to the Eligible Projects. Pending such
disbursement, the sub-portfolio will be invested
in accordance with ADB's liquidity policy.
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4

Eligible projects under ADB's Green Bond
framework ("Eligible Projects") include projects
funded by ADB, in whole or in part, that
(i) target a reduction of greenhouse gas emissions
into the atmosphere or removal of greenhouse
gas emissions from the atmosphere ("Climate
Change Mitigation Projects") and/or (ii) target
the reduction of the vulnerability of human or
natural systems to the consequences of climate
change and enhance resilience and adaptive
capacity ("Climate Change Adaptation
Projects").
Examples of Climate Change Mitigation Projects
would typically include, without limitation, those
that fall under the following sectors:
·
Renewable energy projects that use
energy resources that can be naturally
replenished (solar, wind, geothermal, and
small hydro energy generation);
·
Energy efficiency projects that deliver
more energy services with the same
energy input (excluding fossil fuel
projects); and
·
Sustainable transport projects that
provide accessible, safe, environmentally
friendly, and affordable transportation.
Examples of Climate Change Adaptation
Projects would typically include, without
limitation, those that fall under the following
sectors:
·
Energy projects that help improve
energy security (excluding fossil fuel
projects);
·
Water and other urban infrastructure and
services projects that improve water
security and livelihoods of vulnerable
urban populations, such as, providing
urban flood protection; and
·
Transport - projects that reduce the
vulnerability of transport infrastructure.
The above examples of Eligible Projects are for
illustrative purposes only and no assurance can
be provided that disbursements for projects with
these specific characteristics will be made by
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5

ADB during the term of the Notes.
25
U.S. Taxation:
U.S. taxation disclosure is set out in Schedule 2
to this Pricing Supplement.
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6

SCHEDULE 1

SELLING RESTRICTIONS

The United States selling restriction set out in paragraph 2 of the section entitled "Selling
Restrictions" in the Information Memorandum is deleted and replaced with the following:

"2
The 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."

The Singapore selling restriction set out in paragraph 6 of the section entitled "Selling
Restrictions" in the Information Memorandum is deleted and replaced with the following:

"6 Singapore

This Information Memorandum has not been and will not be registered as a prospectus
with the Monetary Authority of Singapore ("MAS") under the Securities and Futures Act,
Chapter 289 of Singapore, as amended ("SFA"). As the Issuer is an international
financial institution in which Singapore holds membership, pursuant to Section 279 of the
SFA, Subdivisions (2) and (3) of Division 1 of Part XIII of the SFA shall not apply to an
offer of the Notes to persons in Singapore and, accordingly, no prospectus is required to
be registered with the MAS in relation to any such offer of the Notes.

Each Dealer has represented and agreed that it has not offered or sold and will not offer or
sell the Notes, whether directly or indirectly, to any person in Singapore other than to (a)
an accredited investor, (b) an expert investor, (c) an institutional investor, or (d) any other
person that is not an individual (as such terms are defined in the SFA)."

The Malaysian selling restriction set out below shall be deemed to be included as paragraph 8 of
the section entitled "Selling Restrictions" in the Information Memorandum:

"8 Malaysia

This Information Memorandum may not be distributed or made available in Malaysia.
The Notes are not being offered or made available for purchase in Malaysia. Any offer of
Notes may not be accepted by any investor in Malaysia."
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7

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.

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 entirely
clear to what types of income the book/tax conformity rule applies. 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 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
40229248_6
8

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 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
40229248_6
9

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.

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
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10