Obligation IBRD-Global 8% ( XS0636872359 ) en NGN

IBRD-Global

100 % ▲

Etats-unis

XS0636872359 ( en NGN )

8% par an ( paiement annuel )

20/06/2013 - Obligation échue

Prospectus brochure de l'obligation IBRD XS0636872359 en NGN 8%, échue

1 500 000 000 NGN

La Banque internationale pour la reconstruction et le développement (IBRD), membre du Groupe de la Banque mondiale, fournit des prêts et des services consultatifs aux pays à revenu intermédiaire et à revenu faible pour soutenir leur développement économique.

L'Obligation émise par IBRD-Global ( Etats-unis ) , en NGN, avec le code ISIN XS0636872359, paye un coupon de 8% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/06/2013

Final Terms dated 15 June 2011
International Bank for Reconstruction and Development
Issue of NGN 1,500,000,000 8.00 per cent. NGN/USD FX Linked Notes due 20 June 2013
payable in United States Dollars
under the
Global Debt Issuance Facility
Terms used herein shall be deemed to be defined as such for the purposes of the terms and
conditions (the "Conditions") set forth in the Prospectus dated May 28, 2008. This document
constitutes the Final Terms of the Notes described herein and must be read in conjunction with
such Prospectus.
SUMMARY OF THE NOTES
1. Issuer:
International Bank for Reconstruction and
Development ("IBRD")
2. (i) Series Number:
10622
(ii) Tranche Number:
1
3. Specified Currency or Currencies (Condition 1(d)):
Nigerian Naira ("NGN") provided that all
payments in respect of the Notes will be made
in United States Dollars ("USD").
4. Aggregate Nominal Amount:

(i) Series:
NGN 1,500,000,000
(ii) Tranche:
NGN 1,500,000,000
5. (i) Issue Price:
100.806 per cent. of the Aggregate Nominal

Amount.
(ii) Net Proceeds
USD 9,591,972.92 (equivalent to NGN
1,487,715,000 converted into USD at the
initial exchange rate of NGN 155.10 per USD
1.00)
6. Specified Denominations (Condition 1(b)):
NGN 250,000
7. Issue Date:
20 June 2011
8. Maturity Date (Condition 6(a)):
20 June 2013 (the "Scheduled Maturity
Date") as may be postponed subject to the
Disruption Provisions set out in Terms 19 and
20
9. Interest Basis (Condition 5):
8.00 per cent. Fixed Rate
(further particulars specified below in Term
16)
10. Redemption/Payment Basis (Condition 6):
FX Linked Redemption as set out in Term 17
11. Change of Interest or Redemption/Payment Basis:
Not Applicable
12. Call/Put Options (Condition 6):
Not Applicable
13. Status of the Notes (Condition 3):
Unsecured and unsubordinated
14. Listing:
Luxembourg Stock Exchange
15. Method of distribution:
Non-syndicated

- 1 -

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions (Condition 5(a)):
Applicable
(i) Rate of Interest:
8.00 per cent.
(ii) Interest Payment Dates:
20 June 2012 and 20 June 2013 (each a "Scheduled
Interest Payment Date"), subject to postponement as
provided in Terms 19 and 20, with no additional
interest amount or other amount payable in relation to
such postponement.
(iii) Fixed Coupon Amount:
NGN 20,000 per Specified Denomination to be paid on
the Interest Payment Dates in USD, and calculated by
the Calculation Agent on the Rate Fixing Date as
follows:
20,000 divided by NGN/USD Exchange Rate (as
defined below in Term 20).
(iv) Broken Amount(s):
Not Applicable
(v) Day Count Fraction:
Actual/Actual (ICMA)
(vi) Other terms relating to the method of
See Term 19 (Disruption Provisions) and Term 20
calculating interest for Fixed Rate Notes: (Additional Definitions) below.
PROVISIONS RELATING TO REDEMPTION
17. Final Redemption Amount of each Note

(Condition 6):

In cases where the Final Redemption Amount

is Index Linked or other variable-linked:
(i)
Index/Formula/variable
The Final Redemption Amount per Specified
Denomination will be payable in USD and calculated
by the Calculation Agent on the Rate Fixing Date as
follows:
Specified Denomination divided by NGN/USD
Exchange Rate (as defined below in Term 20).
(ii) Provisions for determining Final
See Term 19 below
Redemption Amount where calculation
by reference to Index and/or Formula
and/or other variable is impossible or
impracticable or otherwise disrupted:
(iii) Payment Date:
The Scheduled Maturity Date (as defined in Term 8)
subject to postponement in accordance with Terms 19
and 20 with no additional amounts payable in relation
to such postponement.
18. Early Redemption Amount (Condition 6(c)):
The Final Redemption Amount payable in USD as

determined in accordance with Term 17 above (plus
accrued interest to, but excluding, the date of early
redemption).
DISRUPTION PROVISIONS AND ADDITIONAL DEFINITIONS
19. Disruption Provisions:
(a) In the event (i) the Scheduled Rate Fixing Date
becomes subject to the Following Business Day
Convention after the occurrence of an
Unscheduled Holiday or (ii) Rate Fixing

- 2 -

Postponement applies, the relevant Scheduled
Interest Payment Date, Scheduled Maturity Date
or Early Redemption Payment Date, as applicable,
shall be postponed by each day for which the
relevant Scheduled Rate Fixing Date is so
postponed.
(b) In the event (i) the Scheduled Rate Fixing Date
becomes subject to the Following Business Day
Convention after the occurrence of an
Unscheduled Holiday or (ii) Rate Fixing
Postponement applies, and if the Rate Fixing Date
has not occurred on or before the 14th consecutive
calendar day after the Scheduled Rate Fixing Date
(any such period being a "Deferral Period") then:

(i)
the next day after the Deferral Period that
would have been a Business Day but for
the Unscheduled Holiday, or the next day
after the Deferral Period that is a Business
Day in the event of a continuing
Disruption Event, shall be deemed to be
the Rate Fixing Date (the "Postponed Rate
Fixing Date"); and

(ii) the Calculation Agent shall be entitled to
determine the NGN/USD Exchange Rate
on such Postponed Rate Fixing Date, acting
in good faith and in a commercially
reasonable manner, having taken into
account all available information that it
deems relevant.

For the avoidance of doubt, no additional interest or
other additional amounts shall be payable by IBRD in
the event that the relevant Scheduled Interest Payment
Date or Scheduled Maturity Date or Early Redemption
Payment Date, as applicable, is postponed in
accordance with this Term 19.

(c) Notwithstanding anything herein to the contrary,
in no event shall the total number of consecutive
calendar days during which either (i) the Rating
Fixing Date is postponed due to an Unscheduled
Holiday or (ii) a Rate Fixing Postponement shall
occur (or any combination of (i) and (ii)), exceed
14 consecutive days in the aggregate.
Accordingly, (x) if, upon the lapse of any such 14
day period, an Unscheduled Holiday shall have
occurred or be continuing on the day following
such period, then such day shall be deemed to be a
Rate Fixing Date and (y) if, upon the lapse of any
such 14 day period, a Disruption Event shall have
occurred or be continuing on the day following
such period, then Rate Fixing Postponement shall
not apply and in each case, the NGN/USD
Exchange Rate shall be determined in accordance
with Term 19(b)(ii) above.
(d) If an event or a circumstance which would
otherwise constitute or give rise to an

- 3 -

Inconvertibility Event also constitutes a Price
Source Disruption, it will be treated as a Price
Source Disruption and not an Inconvertibility
Event.
(e) The Calculation Agent shall, in each case, as soon
as reasonably practicable, give notice to the
Noteholders in accordance with Condition 12 and
to the Paying Agent, IBRD and the Clearing
Systems of:

(i) the occurrence of any Unscheduled Holiday
or Disruption Event;
(ii) the date on which an Unscheduled Holiday
or a Disruption Event ceases to exist and
the Postponed Rate Fixing Date (if any);
and/or
(iii) the fact that the NGN/USD Exchange Rate
is to be determined by the Calculation
Agent in accordance with this Term 19
(b)(ii) above. Copies of all quotes obtained
by the Calculation Agent will be provided
by the Calculation Agent to the Issuer upon
request. For the avoidance of doubt, the
NGN/USD Exchange Rate may be such
that the resulting USD amount is zero and
in such event no USD or NGN amount will
be payable. For the avoidance of doubt, the
resulting
amount
cannot
in
any
circumstances be less than zero, as
applicable.

20. Additional Definitions
"Business Day" means a day (other than a Saturday or
Sunday) on which the banks and foreign exchange
markets are open for general business (including
dealings in foreign exchange and foreign currency
deposits) in Lagos, London and New York.
"Calculation Agent" means HSBC Bank plc.
"Clearing Systems" means Euroclear Bank S.A./N.V.,
Clearstream Banking, société anonyme and any
successor or alternative clearing system(s) as may be
appointed by the Issuer from time to time in relation to
the Notes.
"Deferral Period" has the meaning given to it in Term
19 above.
"Disruption Event" means each and any of a Price
Source Disruption, an Inconvertibility Event and a
Market Disruption Event.
"Early Redemption Payment Date" means, in
relation to redemption of a Note pursuant to Condition
9, the day on which the Note becomes due and payable
in accordance with the terms of such Condition 9.
"EMTA NGN Indicative Survey Rate" means, in
respect of a Rate Fixing Date, the NGN/USD ask rate
for USD expressed as the amount of NGN per one
USD, for settlement in five Business Days, as

- 4 -

published on EMTA's website (www.emta.org) at
approximately 12:00 p.m., Lagos time, or as soon
thereafter as practicable, on such Rate Fixing Date.
The spot rate shall be calculated by EMTA (or a
service provider EMTA may select in its sole
discretion) pursuant to the EMTA NGN Indicative
Survey Rate Methodology (which means a
methodology dated as of 27 December 2010, as
amended from time to time, for a centralized industry-
wide survey of financial institutions that are active
participants in NGN/USD markets for the purpose of
determining the EMTA NGN Indicative Survey Rate.
"Inconvertibility Event" means any action, event or
circumstance whatsoever which from a legal or
practical perspective:
(i)
has the direct or indirect effect of hindering,
limiting or restricting (1) the convertibility of
NGN into USD through customary legal
channels or (2) the transfer of NGN (x) from
Nigeria to any other country or (y) between
accounts in Nigeria or to a party that is a non-
resident of Nigeria (including, without
limitation, any delay, increased costs,
discriminatory rates of exchange or current or
future restrictions on the conversion of NGN
into USD or transferability of NGN outside
Nigeria or to non-residents of Nigeria);
and/or
(ii)
results in the unavailability of NGN in the
interbank foreign exchange market in
accordance with customary commercial
practice,
and in each case, which affects the ability of market
participants to enter into, maintain, unwind or dispose
of any transaction(s) or asset(s) that are used in the
market to hedge the currency risk arising from the
exchange rate movements between NGN and USD.
"Lagos Business Day" means a day (other than a
Saturday or Sunday) on which the banks and foreign
exchange markets are open for general business
(including dealings in foreign exchange and foreign
currency deposits) in Lagos.
"Market Disruption Event" means any event, other
than an Inconvertibility Event and a Price Source
Disruption, as a result of which the Calculation Agent
is unable to determine any amount falling to be
determined by it in respect of the Notes, which event
shall include, without limitation:
(i)
a natural or man-made disaster, armed
conflict, act of terrorism, riot, labour
disruption or any other circumstance beyond
its control; or
(ii)
the enactment, promulgation, execution,
ratification or adoption of, or any change in
or amendment to, any rule, law, regulation or

- 5 -

statute (or in the applicability or official
interpretation of any rule, law, regulation or
statute) or the issuance of any order or
decree,
and in each case, which affects the ability of market
participants to enter into, maintain, unwind or dispose
of any transaction(s) or asset(s) that are used in the
market to hedge the currency risk arising from the
exchange rate movements between NGN and USD.
"NGN/USD Exchange Rate" means the spot currency
exchange rate (expressed as the amount of NGN per
one USD) determined by the Calculation Agent on the
relevant Rate Fixing Date by reference to the "NGN
FMDA Rate" or "NGN01 Rate" or, in the event the
"NGN FMDA Rate" or "NGN01 Rate" is not available
on the relevant Rate Fixing Date, by reference to the
applicable "EMTA NGN Indicative Survey Rate", and,
if applicable, in the event of an Unscheduled Holiday
or a Disruption Event, in accordance with the
provisions of Term 19(b)(ii) above.
"NGN FMDA Rate" or "NGN01 Rate" each means,
in respect of a Rate Fixing Date, the NGN/USD ask
rate expressed as the amount of NGN per one USD for
settlement in five Business Days reported by the
Financial Market Dealers Association of Nigeria,
which is published at www.fmda.com.ng (and which
may appear at Thomson Reuters Screen NIFEX01) at
or around 10:00 am on such Rate Fixing Date. For the
avoidance of doubt, if there is any discrepancy
between the rate published at www.fmda.com.ng and
Thomson Reuters Screen NIFEX01, the rate published
at www.fmda.com.ng shall prevail.
In the event that the "NGN FMDA Rate" or "NGN01
Rate" is not available on the relevant Rate Fixing Date,
the Calculation Agent shall determine the NGN/USD
Exchange Rate by reference to the applicable "EMTA
NGN Indicative Survey Rate" (if such rate is
available).
"Postponed Rate Fixing Date" has the meaning given
to it in Term 19 above.
"Price Source Disruption" means, in respect of a
Rating Fixing Date, it becomes impossible to obtain
both the NGN FMDA Rate and the EMTA NGN
Indicative Survey Rate on such date.
"Rate Fixing Date" means the day that is five (5)
Business Days prior to the relevant Interest Payment
Date or Maturity Date or Early Redemption Payment
Date, as applicable ("Scheduled Rate Fixing Date"),
provided that, the Scheduled Rate Fixing Date in
question shall be adjusted in accordance with (i) the
Following Business Day Convention (subject to the
Disruption Provisions set forth above) in the event of
an Unscheduled Holiday and/or (ii) Rate Fixing
Postponement in the event of a Disruption Event.
"Rate Fixing Postponement" means, for the purposes

- 6 -

of obtaining the NGN/USD Exchange Rate in the event
of a Disruption Event, that the NGN/USD Exchange
Rate will be determined on the Business Day first
succeeding the day on which the Disruption Event
ceases to exist.
"Unscheduled Holiday" means a day that is not a
Lagos Business Day and the market was not aware of
such fact (by means of a public announcement or by
reference to other publicly available information) until
a time later than 9:00 a.m. Lagos time two Lagos
Business Days prior to the Scheduled Rate Fixing
Date.
GENERAL PROVISIONS APPLICABLE TO THE NOTES
21. Form of Notes (Condition 1(a)):
Registered Notes

Global Registered Certificate available on Issue Date
22. New Global Note:
No
23. Financial Centre(s) or other special provisions
Lagos, London and New York
relating to payment dates (Condition 7(h)):
24. Governing law (Condition 14):
English
25. Other final terms:
Not Applicable
DISTRIBUTION
26. (i) If syndicated, names of Managers and
Not Applicable
underwriting commitments:
(ii) Stabilizing Manager(s) (if any):
Not Applicable
27. If non-syndicated, name of Dealer:
HSBC Bank plc
28. Total commission and concession:
1.625 per cent. of the Aggregate Nominal Amount
29. Additional selling restrictions:
Nigeria
Neither the Prospectus, these Final Terms nor the
Notes has been registered with the Nigerian Securities
and Exchange Commission or any other regulatory
authority in Nigeria. The Notes shall not be offered for
circulation, distribution, placement, sale, purchase or
other transfer in the territory of Nigeria. Nothing in this
document or any other documents, information or
communications related to the Notes shall be
interpreted as containing any offer or invitation to, or
solicitation of, any such circulation, distribution,
placement, sale, purchase or other transfer in the
territory of Nigeria.
OPERATIONAL INFORMATION

30. ISIN Code:
XS0636872359
31. Common Code:
063687235
32. Delivery:
Delivery against payment
33. Registrar and Transfer Agent (if any):
Citibank, N.A., London Branch
34. Intended to be held in a manner which would
No
allow Eurosystem eligibility:

- 7 -

GENERAL INFORMATION
IBRD's most recent Information Statement was issued on 22 September 2010.

CONFLICT OF INTEREST
HSBC Bank plc will be calculation agent under the Notes and will also be IBRD's counterparty in
a related swap transaction entered into by IBRD in order to hedge its obligations under the Notes.
The existence of such multiple roles and responsibilities for HSBC Bank plc creates possible
conflicts of interest. For example, the amounts payable by HSBC Bank plc to IBRD under the
related swap transaction are expected, as of the Issue Date, to be calculated on the same basis as
the amounts payable by IBRD under the Notes. As a result, the determinations made by HSBC
Bank plc in its discretion as Calculation Agent for the Notes may affect the amounts payable by
HSBC Bank plc under the related swap transaction, and, in making such determinations, HSBC
Bank plc may have economic interests adverse to those of the Noteholders. The Noteholder
understands that although IBRD will enter into the related swap transaction with HSBC Bank plc
as swap counterparty in order to hedge its obligations under the Notes, IBRD's rights and
obligations under the related swap transaction will be independent of its rights and obligations
under the Notes, and Noteholders will have no interest in the related swap transaction or any
payment to which IBRD may be entitled thereunder.

LISTING APPLICATION
These Final Terms comprise the final terms required for the admission to the Official List of the
Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's regulated
market of the Notes described herein issued pursuant to the Global Debt Issuance Facility of
International Bank for Reconstruction and Development.

RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:
By:

Name:
Title:

Duly Authorized

- 8 -