Obligation Bahrein 6.125% ( US05674RAB06 ) en USD

Bahrein

100 % ▼

Bahrein

US05674RAB06 ( en USD )

6.125% par an ( paiement semestriel )

04/07/2022 - Obligation échue

Prospectus brochure de l'obligation Bahrain US05674RAB06 en USD 6.125%, échue

200 000 USD

1 500 000 000 USD

05674RAB0

Bahreïn est un archipel insulaire situé dans le Golfe Persique, connu pour son industrie pétrolière, son circuit de Formule 1 et son riche patrimoine historique et culturel mêlant influences persanes, arabes et britanniques.

L'Obligation émise par Bahrein ( Bahrein ) , en USD, avec le code ISIN US05674RAB06, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/07/2022

Level: 5 From: 5 Friday, June 29, 2012 11:02 mark 4442 Important Notice
IMPORTANT NOTICE
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES EXCEPT TO QUALIFIED INSTITUTIONAL
BUYERS ("QIBs") AS DEFINED IN, AND IN COMPLIANCE WITH, RULE 144A UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR OTHERWISE THAN TO PERSONS TO WHOM IT
CAN LAWFULLY BE DISTRIBUTED
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached
prospectus (the "Prospectus"). You are advised to read this disclaimer carefully before accessing, reading or making any other
use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following terms and
conditions, including any modifications to them from time to time, each time you receive any information from us as a result
of such access.
Confirmation of your Representation: You have accessed the attached Prospectus on the basis that you have confirmed your
representation to the Issuer and to the Joint Lead Managers (as defined in the attached Prospectus) that (1) you consent to
delivery of the attached Prospectus and any amendments or supplements thereto by electronic transmission and agree to the
terms set out herein, (2) either (A) you are a QIB (within the meaning of Rule 144A under the Securities Act) or (B) (i) you
are outside the United States and, to the extent you purchase the securities described in the attached Prospectus, you will be
doing so pursuant to Regulation S under the Securities Act, and (ii) the e-mail address to which the attached Prospectus has
been delivered is not located in the United States of America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and its possessions (including Puerto Rico, the US Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands), (3) you will not transmit the attached Prospectus (or
any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the
consent of the Joint Lead Managers; and (4) you acknowledge that you will make your own assessment regarding any legal,
taxation or other economic conditions with respect to your decision to subscribe for or purchase any of the securities.
The attached Prospectus has been made available to you in electronic format. You are reminded that documents transmitted in
an electronic format may be altered or changed during the process of transmission and consequently none of the Issuer, the
Joint Lead Managers and their respective affiliates, directors, officers, employees, representatives and agents or any other
person controlling the Issuer, the Joint Lead Managers or any of their respective affiliates accept any liability or responsibility
whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard-copy
version.
Restrictions: The attached Prospectus is being furnished in connection with an offering exempt from registration under the
Securities Act. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States.
ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER
THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, SUCH REGISTRATION. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER
THE ATTACHED PROSPECTUS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR
REPRODUCE SUCH PROSPECTUS IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION
OR REPRODUCTION OF THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT
OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any
place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Joint
Lead Managers or the Issuer that would or is intended to, permit a public offering of the securities, or possession or distribution
of the Prospectus or any other offering or publicity material relating to the securities, in any country or jurisdiction where action
for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Lead
Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be
deemed to be made by the Joint Lead Managers or such affiliate on behalf of the Issuer in such jurisdiction.
Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there by
any sale of these Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This document may only be communicated to persons in the United Kingdom in circumstances where section 2 1(1) of the
Financial Services and Markets Act 2000 does not apply to the communication.
You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person into whose
possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located
and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. If you receive
this document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including
those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. If you receive this
document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that
it is free from viruses and other items of a destructive nature.

The Kingdom of Bahrain
A16.3.1
acting through the Ministry of Finance
U.S.$1,500,000,000 6.125 per cent. Bonds due 5 July 2022
A13.4.1
A13.4.5
Issue Price: 99.867 per cent.
A13.4.10
The U.S.$1,500,000,000 6.125 per cent. bonds due 5 July 2022 (the "Bonds") are issued by the Kingdom of Bahrain acting through
the Ministry of Finance (the "Issuer").
The Issuer will pay interest on the Bonds semi-annually in arrear on 5 January and 5 July in each year. The first such payment will be
A13.4.8
made on 5 January 2013. Interest on the Bonds will accrue from and including 5 July 2012 (the "Issue Date").
A13.4.13
Except as set forth herein, payments in respect of the Bonds will be made without any deduction or withholding for or on account of
taxes of the Kingdom of Bahrain or any political subdivision thereof or any authority therein or thereof having power to tax.
Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at their principal amount on 5 July 2022.
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and
A13.4.3
Markets Act 2000 (the "UK Listing Authority") for the Bonds to be admitted to the official list of the UK Listing Authority (the
"Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Bonds to be admitted to trading on
A13.5.1
the London Stock Exchange's Regulated Market (the "Market").
References in this Prospectus to Bonds being "listed" (and all related references) shall mean that such Bonds have been admitted to
the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive
2004/39/EC (the Markets in Financial Instruments Directive).
The Bonds have not been and will not be registered under the Securities Act or with any securities regulatory authority of any
State or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of
1933, as amended (the "Securities Act") and applicable state securities laws. Accordingly, the Bonds are being offered, sold or
delivered: (a) in the United States only to qualified institutional buyers ("QIBs") (as defined in Rule 144A ("Rule 144A") under
the Securities Act) in reliance on, and in compliance with, Rule 144A (the "Rule 144A Bonds"); and (b) outside the United
States in reliance on Regulation S ("Regulation S") under the Securities Act (the "Regulation S Bonds"). Each purchaser of
the Bonds will be deemed to have made the representations described in "Subscription and Sale" and "Transfer Restrictions"
and is hereby notified that the offer and sale of Bonds to it, if in the United States, is being made in reliance on the exemption
from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after the
commencement of the offering, an offer or sale of any of the Bonds within the United States by any dealer (whether or not
participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale is made
otherwise than in accordance with Rule 144A. The Bonds are not transferable except in accordance with the restrictions
described under "Subscription and Sale" and "Transfer Restrictions".
In March 2011, Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's") rated the Kingdom of Bahrain's
A13.7.5
long-term foreign currency sovereign debt as BBB (Negative). In August 2011, Fitch Ratings Ltd. ("Fitch") rated the Kingdom of
Bahrain's long-term foreign currency sovereign debt as BBB (Stable). Each of Standard and Poor's and Fitch is established in the
European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation").
The Bonds will be offered and sold in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The
Regulation S Bonds will initially be represented by interests in a global unrestricted bond certificate in registered form (the
"Regulation S Global Bond Certificate"), without interest coupons, which will be deposited with a common depositary for, and
registered in the name of a nominee of, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg") on the Issue Date. Beneficial interests in the Regulation S Global Bond Certificate will be shown on,
and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. The Rule 144A
Bonds will initially be represented by a global restricted bond certificate in registered form (the "Rule 144A Global Bond
Certificate" and, together with the Regulation S Global Bond Certificate, the "Global Bond Certificates"), without interest coupons,
which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC")
on the Issue Date. Beneficial interests in the Rule 144A Global Bond Certificate will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its participants. See "Clearing and Settlement". Individual definitive bond
certificates in registered form ("Individual Certificates") will only be available in certain limited circumstances as described herein.
Prospective investors should be aware that none of the statistical information in this Prospectus has been independently
verified.
An investment in the Bonds involves certain risks. For a discussion of these risks, see "Risk Factors".
Joint Lead Managers
CITIGROUP
GULF INTERNATIONAL
J.P. MORGAN
STANDARD
BANK B.S.C.
CHARTERED BANK
The date of this Prospectus is 29 June 2012

Level: 5 From: 5 Friday, June 29, 2012 11:02 mark 4442 Intro
CONTENTS
Page
IMPORTANT NOTICES ..............................................................................................................
3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ..........
9
OVERVIEW ..................................................................................................................................
10
RISK FACTORS ..........................................................................................................................
13
TERMS AND CONDITIONS OF THE BONDS ........................................................................
23
SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM
33
CLEARING AND SETTLEMENT ..............................................................................................
36
USE OF PROCEEDS....................................................................................................................
41
OVERVIEW OF THE KINGDOM OF BAHRAIN ....................................................................
42
ECONOMY OF THE KINGDOM OF BAHRAIN......................................................................
49
BALANCE OF PAYMENTS AND FOREIGN TRADE..............................................................
65
MONETARY AND FINANCIAL SYSTEM................................................................................
68
PUBLIC FINANCE ......................................................................................................................
76
INDEBTEDNESS ........................................................................................................................
85
TAXATION ..................................................................................................................................
88
SUBSCRIPTION AND SALE......................................................................................................
92
TRANSFER RESTRICTIONS ....................................................................................................
95
GENERAL INFORMATION ......................................................................................................
97
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IMPORTANT NOTICES
This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the A13.4.3
"Prospectus Directive") and for the purpose of giving information with regard to the Issuer and the Bonds.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the A16.1.1
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the A16.1.2
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to A13.1.1
A13.1.2
affect the import and completeness of such information.
Certain information under the headings "Overview of The Kingdom of Bahrain", "Economy of The Kingdom A13.7.4
of Bahrain", "Balance of Payments and Foreign Trade", "Monetary and Financial System", "Public
Finance", "Indebtedness" and "Clearing and Settlement" has been extracted from information provided by
The International Monetary Fund (in the case of "Economy of the Kingdom of Bahrain" and "Monetary and
Financial System"), The Ministry of Finance (in the case of "Economy of the Kingdom of Bahrain", "Public
Finance" and "Indebtedness"), the Central Informatics Organisation (in the case of "Economy of the
Kingdom of Bahrain" and "Balance of Payments and Foreign Trade"), the Central Bank of Bahrain (in the
case of "Economy of the Kingdom of Bahrain", "Balance of Payments and Foreign Trade" and "Monetary
and Financial System"), the General Organisation for Social Insurance and Civil Service Bureau (in the case
of the "Economy of the Kingdom of Bahrain"), The National Oil and Gas Authority (in the case of "Economy
of the Kingdom of Bahrain" and "Balance of Payments and Foreign Trade"), the Bahrain Bourse (in the case
of "Monetary and Financial System"), the Survey & Land Registration Bureau (in the case of "Overview of
The Kingdom of Bahrain") and the clearing systems referred to in "Clearing and Settlement" (in the case of
"Clearing and Settlement"). The Issuer confirms that such information has been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by each of the relevant sources,
no facts have been omitted which would render the reproduced information inaccurate or misleading.
The historical financial information relating to the Issuer contained in this Prospectus has been extracted
from information provided by the Issuer, which information is prepared in accordance with the requirements
of the accounting policies stipulated in such financial information (the "Bahrain Accounting Standards").
Bahrain Accounting Standards differ from United States generally accepted accounting principles ("US
GAAP") and International Financial Reporting Standards ("IFRS"), and such differences may be material.
The Issuer has not provided any information in relation to the differences between Bahrain Accounting
Standards and US GAAP or IFRS. If information relating to the Issuer's results or financial condition was
prepared under US GAAP, IFRS or other generally accepted accounting standards set by an acceptable
financial reporting framework, the information may materially differ. See "Risk Factors Statistical
Information." In particular, certain statistical information relating to 2011 should be treated as preliminary
estimates and statistical information for this year may be subject to future adjustment.
The Joint Lead Managers (as such term is defined in "Subscription and Sale") have not independently
verified the information contained herein. Accordingly, no representation, warranty or undertaking, express
or implied, is made and no responsibility or liability is accepted by any of the Joint Lead Managers as to the
accuracy or completeness of the information contained in this Prospectus or any other information provided
by the Issuer in connection with the Bonds. None of the Joint Lead Managers accept any liability in relation
to the information contained in this Prospectus or any other information provided by the Issuer in connection
with the Bonds.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection with the
Bonds and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or any of the Joint Lead Managers.
Neither this Prospectus nor any other information supplied in connection with the Bonds (i) is intended to
provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the
Issuer or any of the Joint Lead Managers that any recipient of this Prospectus or any other information
supplied in connection with the Bonds should purchase any Bonds. Each investor contemplating purchasing
any Bonds should make its own independent investigation of the financial condition and affairs, and its own
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Level: 5 From: 5 Friday, June 29, 2012 11:02 mark 4442 Intro
appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in
connection with the issue of any Bonds constitutes an offer or invitation by or on behalf of the Issuer or any
of the Joint Lead Managers to any person to subscribe for or to purchase any Bonds.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Bonds shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Bonds is correct
as of any time subsequent to the date indicated in the document containing the same. The Joint Lead
Managers expressly do not undertake to review the economic condition or affairs of the Issuer during the life
of the Bonds or to advise any investor in the Bonds of any information coming to their attention.
The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds,
the merits and risks of investing in the Bonds and the information contained or incorporated by reference in
this Prospectus or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical
tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact
the Bonds will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity
to bear all of the risks of an investment in the Bonds, including Bonds with principal or interest payable in
one or more currencies, or where the currency for principal or interest payments is different from the
potential investor's currency; (iv) understand thoroughly the terms of the Bonds; and (v) be able to evaluate
(either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other
factors that may affect its investment and its ability to bear the applicable risks.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Bonds in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of the Bonds may be restricted by law in certain
jurisdictions. Neither the Issuer nor the Joint Lead Managers represent that this Prospectus may be lawfully
distributed, or that the Bonds may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or the Joint Lead Managers which is intended to permit a public offering of the Bonds or distribution
of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Bonds may
not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus
or the Bonds may come must inform themselves about, and observe, any such restrictions on the distribution
of this Prospectus and the offering and sale of the Bonds. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of the Bonds in the United States, the European Economic
Area (including the United Kingdom), the United Arab Emirates (excluding the Dubai International
Financial Centre), the Dubai International Financial Centre, Singapore, Hong Kong, the Kingdom of Bahrain
and the Kingdom of Saudi Arabia. See "Subscription and Sale" and "Transfer Restrictions".
In making an investment decision, investors must rely on their own examination of the Issuer and the
terms of the Bonds being offered, including the merits and risks involved. The Bonds have not been
approved or disapproved by the United States Securities and Exchange Commission or any other
securities commission or other regulatory authority in the United States, nor have the foregoing
authorities passed upon or endorsed the merits of the offering of the Bonds or approved this
Prospectus or confirmed the accuracy or determined the adequacy of the information contained in this
Prospectus. Any representation to the contrary is a criminal offence in the United States.
None of the Joint Lead Managers or the Issuer makes any representation to any investor in the Bonds
regarding the legality of its investment under any applicable laws. Any investor in the Bonds should be able
to bear the economic risk of an investment in the Bonds for an indefinite period of time. Each investor should
consult with its own advisers as to the legal, tax, business, financial and related aspects of the purchase of
the Bonds.
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Prospective purchasers must comply with all laws that apply to them in any place in which they buy, offer
or sell the Bonds or possess this Prospectus. Any consents or approvals that are needed in order to purchase
the Bonds must be obtained prior to the deadline specified for any such consent or approval. The Issuer and
the Joint Lead Managers are not responsible for compliance with these legal requirements.
In connection with the issue of the Bonds, Citigroup Global Markets Limited (the "Stabilising
Manager") (or any person acting on behalf of the Stabilising Manager) may over allot or effect
transactions with a view to supporting the market price of the Bonds at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person
acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation
action or over-allotment may begin on or after the date on which adequate public disclosure of the
terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the
allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all applicable
laws and rules.
U.S. INFORMATION
This Prospectus is being submitted on a confidential basis in the United States to a limited number of
QIBs for informational use solely in connection with the consideration of the purchase of Bonds. Its
use for any other purpose in the United States is not authorised. It may not be copied or reproduced
in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted.
Bonds may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act in reliance on Rule 144A or any other applicable exemption. Each
U.S. purchaser of Bonds is hereby notified that the offer and sale of Bonds to it may be being made in
reliance upon the exemption from the registration requirements of Section 5 of the Securities Act
provided by Rule 144A.
Each purchaser or holder of Rule 144A Bonds will be deemed, by its acceptance or purchase of such
Rule 144A Bonds, to have made certain representations and agreements intended to restrict the resale
or other transfer of such Rule 144A Bonds as set out in "Subscription and Sale" and "Transfer
Restrictions".
For a description of certain further restrictions on offers and sales of Bonds and distribution of this
Prospectus, see "Subscription and Sale" and "Transfer Restrictions".
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ("RSA 421 B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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Certain Defined Terms and Conventions
Capitalised terms which are used but not defined in any particular section of this Prospectus will have the
meaning attributed thereto in "Terms and Conditions of the Bonds" or any other section of this Prospectus.
Certain figures and percentages included in this Prospectus have been subject to rounding adjustments;
accordingly figures shown in the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "$", "U.S.$",
"USD" and "dollars" are to U.S. dollars and references to "Bahraini dinars" and "BD" are to the lawful
currency for the time being of the Kingdom of Bahrain.
This Prospectus contains a conversion of certain BD amounts into dollars at specified rates solely for the
convenience of the reader. These conversions should not be construed as representations that the BD amounts
actually represent such dollar amounts or could actually be converted into dollars at the rate indicated. The
Bahraini dinar has been pegged to the U.S. dollar at a fixed exchange rate of BD0.376 = U.S.$1.00 and, unless
otherwise indicated, dollar amounts in this Prospectus have been converted from BD at this exchange rate.
References to a billion are to a thousand million.
The Bonds are development bonds for the purposes of Legislative Decree No.(29) of 2011 on the
Amendment of the Provisions of Legislative Decree no. 15 of 1977 on the issuance of development bonds.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY ANY JOINT
LEAD MANAGER OR ANY OF THEIR AFFILIATES OR ANY PERSON ACTING ON THEIR
BEHALF AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH
IN THIS PROSPECTUS, AND NOTHING CONTAINED IN THIS PROSPECTUS IS, OR SHALL
BE RELIED UPON AS, A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR
THE FUTURE. NONE OF THE JOINT LEAD MANAGERS OR ANY OF THEIR AFFILIATES OR
ANY PERSON ACTING ON THEIR BEHALF ASSUMES ANY RESPONSIBILITY FOR THE
ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH IN THIS
PROSPECTUS. EACH PERSON RECEIVING THIS PROSPECTUS ACKNOWLEDGES THAT
SUCH PERSON HAS NOT RELIED ON THE JOINT LEAD MANAGERS OR ANY OF THEIR
AFFILIATES OR ANY PERSON ACTING ON THEIR BEHALF IN CONNECTION WITH ITS
INVESTIGATION OF THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION OR
ITS INVESTMENT DECISION. EACH PERSON CONTEMPLATING MAKING AN
INVESTMENT IN THE BONDS MUST MAKE ITS OWN INVESTIGATION AND ANALYSIS OF
THE CREDITWORTHINESS OF THE ISSUER AND ITS OWN DETERMINATION OF THE
SUITABILITY OF ANY SUCH INVESTMENT WITH PARTICULAR REFERENCE TO ITS OWN
INVESTMENT OBJECTIVES AND EXPERIENCE AND ANY OTHER FACTORS WHICH MAY
BE RELEVANT TO IT IN CONNECTION WITH SUCH INVESTMENT.
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SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a foreign sovereign state outside the United States and the United Kingdom, and a substantial
portion of the assets of the Issuer are located outside the United States and the United Kingdom. As a result,
it may not be possible for investors to effect service of process within the United States and/or the United
Kingdom upon the Issuer or to enforce against it in the United States courts or courts located in the United
Kingdom judgments obtained in United States courts or courts located in the United Kingdom, respectively,
including judgments predicated upon the civil liability provisions of the securities laws of the United States
or any state or territory within the United States.
A substantial part of the Issuer's assets are located in the Kingdom of Bahrain. If the choice of law by the
parties in relation to any applicable agreement relating to the transaction is English law, the Kingdom of
Bahrain's courts are likely to apply English law as the governing law of the transaction at the request of a
party, provided that (i) the relevant provisions of English law are proved, as a matter of evidence, by the
parties relying on it; and (ii) such provisions are not contrary to Bahraini public order or morality.
There is limited reciprocity between the Kingdom of Bahrain and other countries in relation to the
recognition and enforcement of judgments. The Kingdom of Bahrain's courts may enforce a foreign law
judgment without re-examining the merits of the claim, provided that:
(i)
such court enforces judgments and orders rendered in Bahrain;
(ii)
the courts of Bahrain did not have jurisdiction in the matter in respect of which the order or judgment
has been made and it was made by a foreign court of competent jurisdiction under the jurisdiction
rules or laws applied by such court;
(iii)
the parties had been served with due notice to attend and had been properly represented;
(iv)
the judgment was final in accordance with the law of the court making it; and
(v)
the judgment did not conflict with any previous decision of the Bahrain courts and did not involve any
conflict with public order or morality in Bahrain.
To date, there has been no reciprocity between England and Bahrain and the United States and Bahrain in
relation to the recognition and enforcement of judgments. In order to enforce an English court judgment or
a United States court judgment in the Bahrain courts, a fresh case must be filed in the Bahrain courts, which
may accept the English court judgment or the United States court judgment as evidence of a debt.
Judicial precedents in Bahrain generally do not have binding effect on subsequent decisions except for
decisions of the Constitutional Court. Although decisions rendered by the Court of Cassation do not have
binding effect on lower courts, the present practice is for the lower courts to adhere to the precedents and
principles laid down by the Court of Cassation. There is no formal system of reporting court decisions in
Bahrain except for those decisions of the Court of Cassation and the Constitutional Court.
NOTICE TO KINGDOM OF BAHRAIN RESIDENTS
The Central Bank of Bahrain and the Bahrain Bourse assume no responsibility for the accuracy and
completeness of the statements and information contained in this Prospectus and expressly disclaim any
liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents
of this Prospectus. Each potential investor resident in Bahrain intending to subscribe Bonds (each, a
"potential investor") may be required to provide satisfactory evidence of identity and, if so required, the
source of funds to purchase the Bonds within a reasonable time period determined by the Issuer and the Joint
Lead Managers. Pending the provision of such evidence, an application to subscribe for the Bonds will be
postponed. If a potential investor fails to provide satisfactory evidence within the time specified, or if a
potential investor provides evidence but none of the Issuer or the Joint Lead Managers are satisfied therewith,
its application to subscribe for Bonds may be rejected in which event any money received by way of
application will be returned to the potential investor (without any additional amount added thereto and at the
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risk and expense of such potential investor). In respect of any potential investors, the Issuer will comply with
Bahrain's Legislative Decree No. (4) of 2001 with respect to Prohibition and Combating of Money
Laundering and various Ministerial Orders issued thereunder including, but not limited to, Ministerial Order
No. (7) of 2001 with respect to Institutions' Obligations Concerning the Prohibition and Combating of
Money Laundering and Anti-Money Laundering and Combating of Financial Crime Module contained in the
CBB Rulebook, Volume 6.
NOTICE TO KINGDOM OF SAUDI ARABIA RESIDENTS
This Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are
permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom
of Saudi Arabia (the "Capital Market Authority").
The Capital Market Authority does not make any representations as to the accuracy or completeness of this
Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance
upon, any part of this Prospectus. Prospective purchasers of the Bonds should conduct their own due
diligence on the accuracy of the information relating to the Bonds. If a prospective purchaser does not
understand the contents of this Prospectus he or she should consult an authorised financial adviser.
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Level: 5 From: 5 Friday, June 29, 2012 10:57 mark 4442 Section 01
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Some statements in this Prospectus may be deemed to be forward looking statements. Forward looking
statements include statements concerning the Issuer's plans, objectives, goals, strategies, future operations
and performance and the assumptions underlying these forward looking statements. When used in this
Prospectus, the words "anticipates", "estimates", "expects", "believes", "intends", "plans", "aims", "seeks",
"may", "will", "should" and any similar expressions generally identify forward looking statements. These
forward looking statements are contained in the sections entitled "Risk Factors", "Overview of the Kingdom
of Bahrain", "Economy of the Kingdom of Bahrain", "Balance of Payments and Foreign Trade", "Monetary
and Financial System", "Public Finance" and "Indebtedness" and other sections of this Prospectus. The
Issuer has based these forward looking statements on its current view with respect to future events and
financial performance. Although the Issuer believes that the expectations, estimates and projections reflected
in its forward looking statements are reasonable as of the date of this Prospectus, if one or more of the risks
or uncertainties materialise, including those identified below or which the Issuer has otherwise identified in
this Prospectus, or if any of the Issuer's underlying assumptions prove to be incomplete or inaccurate, events
relating to the Issuer and the Issuer's actual results may be materially different from those expected,
estimated or predicted.
The risks and uncertainties referred to above include, but are not limited to:
External factors, such as
·
the impact of changes in the international prices of commodities, including in particular the prices of
crude oil and natural gas;
·
interest rates in financial markets outside Bahrain;
·
present and future exchange rates;
·
the impact of changes in the credit rating of Bahrain; and
·
economic conditions in Bahrain's major export markets.
Internal factors, such as
·
the volumes of crude oil and natural gas exported from Bahrain;
·
domestic inflation;
·
changes in political, social, legal or economic conditions in Bahrain;
·
foreign currency reserves;
·
natural disasters; and
·
the levels of foreign direct and portfolio investment.
Without limiting the generality of the foregoing, this Prospectus contains estimates of, and statements with
respect to anticipated items of, public revenues and expenditures, and revenues and expenditures of
Government-owned entities, for future periods. Any forward looking statements contained in this Prospectus
speak only as at the date of this Prospectus. Without prejudice to any requirements under applicable laws and
regulations, the Issuer expressly disclaims any obligation or undertaking to disseminate after the date of this
Prospectus any updates or revisions to any forward looking statements contained herein to reflect any change
in expectations thereof or any change in events, conditions or circumstances on which any such forward
looking statement is based.
Information included herein which is identified as being derived from information published by the Kingdom
of Bahrain or one of its agencies or instrumentalities is included herein on the authority of such publication
as a public official document of the Kingdom of Bahrain. All other information herein with respect to the
Kingdom of Bahrain is included herein as a public official statement made on the authority of the Ministry
of Finance of the Kingdom of Bahrain.
9