Obligation IBRD-Global 14.5% ( XS0785806158 ) en UGX

IBRD-Global

100 % ⇌

Etats-unis

XS0785806158 ( en UGX )

14.5% par an ( paiement annuel )

30/05/2013 - Obligation échue

Prospectus brochure de l'obligation IBRD XS0785806158 en UGX 14.5%, échue

36 750 000 000 UGX

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 UGX, avec le code ISIN XS0785806158, paye un coupon de 14.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/05/2013

Final Terms dated 25 May 2012
International Bank for Reconstruction and Development

Issue of UGX 36,750,000,000 Fixed Rate Notes due 30 May 2013
payable in United States Dollars
under the
Global Debt Issuance Facility
Terms used herein shal be deemed to be defined as such for the purposes of the terms and conditions
(the "Conditions") set forth in the Prospectus dated 28 May 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:
10767
(i )
Tranche Number:
1
3. Specified Currency or Currencies Ugandan Shil ing ("UGX") provided that all payments in
(Condition 1(d)):
respect of the Notes wil be made in United States Dollars
("USD")
4. Aggregate Nominal Amount:

(i)
Series:
UGX 36,750,000,000
(i )
Tranche:
UGX 36,750,000,000
5. (i)
Issue Price:
100 per cent. of the Aggregate Nominal Amount
(i )
Net Proceeds:
USD 14,939,024.39 (equal to the Issue Price of UGX
36,750,000,000 converted into USD at the weighted
average exchange rate of UGX 2,460 per USD 1.00)
6. Specified Denominations
UGX 350,000,000
(Condition 1(b)):
7. Issue Date:
30 May 2012
8. Maturity Date (Condition 6(a)):
30 May 2013 (the "Scheduled Maturity Date") as may be
postponed subject to the Disruption Provisions set out in
Annex A
9. Interest Basis (Condition 5):
14.50 per cent. Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis
UGX/USD FX linked redemption based on 100 per cent.
(Condition 6):
redemption as set out in Term 17
11. Change of Interest or
Not Applicable
1

Redemption/Payment Basis:
12. Call/Put Options (Condition 6):
None
13. Status of the Notes (Condition 3): Unsecured and unsubordinated
14. Listing:
Luxembourg Stock Exchange
15. Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Provisions (Condition

5(a)):
(i) Rate of Interest:
14.50 per cent. per annum
(i ) Interest Payment Date:
30 November 2012 and 30 May 2013 (each a "Scheduled
Interest Payment Date"), each as adjusted in accordance
with the Following Business Day Convention and subject
to postponement as provided in Annex A, with no
additional interest amount or other amount payable in
relation to such postponement.
(i i) Fixed Coupon Amount:
(a)
For the Interest Period from, and including, the
Issue Date to, but excluding, 30 November 2012,
the
Fixed
Coupon
Amount
shal
be
UGX 25,583,561.64 per Specified Denomination,
payable in USD and calculated by the Calculation
Agent by applying the following formula:
UGX 25,583,561.64 divided by the applicable
USD/UGX Exchange Rate (as defined below in
Annex A);
(b)
For the Interest Period from, and including, 30
November 2012 to, but excluding, 30 May 2013,
the
Fixed
Coupon
Amount
shal
be
UGX 25,166,438.36 per Specified Denomination,
payable in USD by applying the following formula:
UGX 25,166,438.36 divided by the applicable
USD/UGX Exchange Rate (as defined below in
Annex A).

(v) Initial Broken Amount:
Not Applicable
(vi) Day Count Fraction:
Actual/365 (Fixed)
(vii) Other Terms relating to the See Annex A (Disruption Provisions; Definitions)
method
of
calculating
interest for Fixed Rate
2

Notes:
PROVISIONS RELATING TO REDEMPTION
17. Final Redemption Amount of
UGX 350,000,000 per Specified Denomination
each Note (Condition 6):
In cases where the Final
Redemption Amount is Index
Linked or other variable-linked:
Index/Formula/variable:
The
Final
Redemption
Amount
per
Specified
Denomination wil be payable in USD and calculated by
the Calculation Agent on the relevant Rate Fixing Date as
follows:
Specified Denomination divided by the USD/UGX
Exchange Rate (as defined below in Annex A).
(i)
Party
responsible
for Barclays Bank PLC
calculating
the
Final
Redemption Amount (if
not the Calculation Agent):
(i )
Provisions for determining See Annex A
Final Redemption Amount
where
calculation
by
reference to Index and/or
Formula
and/or
other
variable is impossible or
impracticable or otherwise
disrupted:
(i i)
Payment Date:
The Scheduled Maturity Date subject to postponement in
accordance with Annex A with no additional amounts
payable in relation to such postponement.
18. Early Redemption Amount

(Condition 6(c)):
Early Redemption Amount(s) per The Final Redemption Amount payable in USD as
Specified Denomination payable determined in accordance with Term 17 above (plus
on event of default or other early accrued interest to, but excluding, the date of early
redemption and/or the method of redemption).
calculating the same (if required
or if different from that set out in
the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
19. Form of Notes (Condition 1(a)):
Registered Notes:

Global Registered Certificate available on Issue Date
3

20. New Global Note:
No
21. Financial Centre(s) or other
London, Kampala and New York
special provisions relating to
payment dates (Condition 7(h)):
22. Governing law (Condition 14):
English
23. Other final terms:
Not Applicable
DISTRIBUTION
24. If non-syndicated, name of
Barclays Bank PLC
Dealer:
25. Total commission and
Not Applicable
concession:
26. Additional sel ing restrictions:
Republic of Uganda: the Notes have not been and will
not be offered for circulation, distribution, placement, sale,
purchase or other transfer in the territory of the Republic
of Uganda. Accordingly, nothing in this document or any
other documents, information or communications related
to the Notes shal 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 the Republic of Uganda.
OPERATIONAL INFORMATION

27. ISIN Code:
XS0785806158
28. Common Code:
078580615
29. Any clearing system(s) other than Not Applicable
Euroclear Bank S.A./N.V.,
Clearstream Banking, société
anonyme and The Depository
Trust Company and the relevant
identification number(s):
30. Delivery:
Delivery against payment
31. Registrar and Transfer Agent (if
Citibank, N.A., London Branch
any):
32. Intended to be held in a manner
Not Applicable
which would allow Eurosystem

eligibility:

GENERAL INFORMATION

IBRD's most recent Information Statement was issued on 4 October 2011.
4

CONFLICT OF INTEREST
Barclays Bank PLC ("Barclays Bank PLC") will be Calculation Agent under the Notes and wil 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 Barclays Bank PLC
creates possible conflicts of interest. For example, the amounts payable by Barclays 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
Barclays Bank PLC in its discretion as Calculation Agent for the Notes may affect the amounts payable
by Barclays Bank PLC under the related swap transaction, and, in making such determinations,
Barclays 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 Barclays 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 authorised

5

ANNEX A
1
Disruption Provisions
(a)
In the event (i) the Scheduled Rate Fixing Date (as defined below in paragraph 2)
becomes subject to the Following Business Day Convention after the occurrence of an
Unscheduled Holiday or (ii) Rate Fixing Postponement applies (in accordance with
paragraph 2), the relevant Scheduled Interest Payment Date or Scheduled Maturity Date
or Early Redemption Payment Date, as applicable, shal be postponed by one day for
each day that the Scheduled Rate Fixing Date is postponed.
(b)
In the event (i) the Scheduled Rate Fixing Date (as defined below in paragraph 4)
becomes subject to the Following Business Day Convention after the occurrence of an
Unscheduled Holiday or (ii) Rate Fixing Postponement applies (in accordance with
paragraph 4) and if the Rate Fixing Date has not occurred on or before the 14th
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
(i )
The Calculation Agent shal be entitled to determine the USD/UGX 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 shal 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
paragraph 1.
(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 shal 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 shal have occurred or be continuing on the day fol owing such period,
then Rate Fixing Postponement shal not apply and in each case, the USD/UGX
Exchange Rate shal be determined in accordance with paragraph 1(b)(i ) above.
(d)
The Calculation Agent shal give notice, in accordance with Condition 12, as soon as
reasonably practicable to the Global Agent, the Paying Agent, the Issuer and the
Clearing Systems of:
(i)
the occurrence of any Unscheduled Holiday or Disruption Event;
(i )
the date on which an Unscheduled Holiday or a Disruption Event ceases to exist
and the Postponed Rate Fixing Date (if any); and/or
6

(i i)
the fact that the USD/UGX Exchange Rate is to be determined by the
Calculation Agent in accordance with this paragraph 1. Copies of al quotes
obtained by the Calculation Agent will be provided by the Calculation Agent to
the Issuer upon request. For the avoidance of doubt, the USD/UGX Exchange
Rate may be such that the resulting USD amount is zero and in such event no
USD or UGX amount will be payable. For the avoidance of doubt, the resulting
amount cannot in any circumstances be less than zero, each as applicable.
2
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 Kampala, London and New York.
"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 Bonds.
"Deferral Period" has the meaning given to it in paragraph 1 above.
"Disruption Event" means each and any of an Inconvertibility Event or 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.
"Inconvertibility Event" means in the sole and absolute determination of the Calculation Agent
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
UGX into USD through customary legal channels, or (2) the transfer of UGX (x) from the
Republic of Uganda to any other country or (y) between accounts in Uganda or to a
party that is a non-resident of Uganda (including, without limitation, any delay, increased
costs, discriminatory rates of exchange or current or future restrictions on the conversion
of UGX into USD or transferability of UGX outside Uganda or to non-residents of
Uganda); and/or
(i )
results in the unavailability of UGX in the interbank foreign exchange market in
accordance with customary commercial practice.
"Market Disruption Event" means any event, other than an Inconvertibility Event, as a result of
which the Calculation Agent is unable to determine any amount falling to be determined by it in
respect of the Bonds, 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
(i )
the enactment, promulgation, execution, ratification or adoption of, or any change in or
amendment to, any rule, law, regulation or statute (or in the applicability or official
interpretation of any rule, law, regulation or statute) or the issuance of any order or
decree.
7

"USD/UGX Exchange Rate" means the currency exchange rate (expressed as the amount of
UGX for one USD) either (a) determined by the Calculation Agent on the relevant Rate Fixing
Date on the basis of firm quotations, for the sale of UGX and purchase of USD (where the USD
is payable outside Uganda), provided by three Reference Market Dealers as purchaser of UGX
and sel er of USD in an amount corresponding to the relevant Interest Amount or Redemption
Amount (as the case may be) at 10:00 a.m. (London time) (or such other time as the Calculation
Agent shal decide in its sole and absolute discretion) on such relevant Rate Fixing Date. The
highest and lowest of the quotations provided by the Reference Market Dealers to the
Calculation Agent shall be discarded and the USD/UGX Exchange Rate shall be the remaining
quotation (rounded to the nearest one decimal points, with 0.00005 per cent. being rounded up);
or (b) if applicable, determined by the Calculation Agent acting in good faith and in a
commercially reasonable manner having taken into account al available information that it
deems relevant, if:
(a)
on the relevant Rate Fixing Date less than three Reference Market Dealers provide a
quotation as set forth above; or
(b)
in the event of an Unscheduled Holiday or Disruption Event in accordance with the
provisions of Paragraph 1 (b).
"Postponed Rate Fixing Date" has the meaning given to it in paragraph 1(a) above.
"Rate Fixing Date" means the day that is five 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 shal be adjusted in
accordance with (i) the Following Business Day Convention (subject to the Disruption Provision
set forth in paragraph 1 above) in the event of an Unscheduled Holiday, and/or (i ) Rate Fixing
Postponement in the event of a Disruption Event
"Rate Fixing Postponement" means, for the purposes of obtaining the USD/UGX Exchange
Rate in the event of a Disruption Event, that the USD/UGX Exchange Rate will be determined
on the Business Day first succeeding the day on which the Disruption Event ceases to exist.
"Kampala 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 Kampala.
"Unscheduled Holiday" means a day that is not a Kampala 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. Kampala time two Kampala Business
Days prior to the Scheduled Rate Fixing Date.
"Reference Market Dealers" means each of the following banks or, if such bank is no longer in
existence or is, in the opinion of the Calculation Agent no longer and active dealer in UGX
foreign exchange, such other leading dealers, banks or banking corporations which deal in UGX
selected by the Calculation Agent in its sole discretion:
Standard Chartered Dubai
Citibank London
Barclays Bank Uganda
8