Obligation African Development Bank 13% ( XS1045092233 ) en NGN

African Development Bank

100 % ▲

Cote d'Ivoire

XS1045092233 ( en NGN )

13% par an ( paiement annuel )

17/03/2017 - Obligation échue

Prospectus brochure de l'obligation African Development Bank XS1045092233 en NGN 13%, échue

5 000 000 NGN

1 600 000 000 NGN

L'Obligation émise par African Development Bank ( Cote d'Ivoire ) , en NGN, avec le code ISIN XS1045092233, paye un coupon de 13% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/03/2017

Pricing Supplement dated 13 March 2014

AFRICAN DEVELOPMENT BANK
Global Debt Issuance Facility
for issues of Notes with maturities of one day or longer
Issue of NGN 1,600,000,000 13.00 per cent. Notes due 17 March 2017
This document constitutes the Pricing Supplement relating to the issue of Notes described herein. This
Pricing Supplement constitutes Final Terms for the purposes of listing and trading Notes on the
Regulated Market of the Luxembourg Stock Exchange. Terms used herein shall be deemed to be
defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 8
September 2009. This Pricing Supplement contains the final terms of the Notes and must be read in
conjunction with such Information Memorandum.

1.
Issuer:
African Development Bank
2.
(i) Series Number:
482

(ii) Tranche Number:
1
3.
Specified Currency:
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 1,600,000,000 being the equivalent
in NGN of USD 9,722,897.42, converted
at the prevailing Exchange Rate of NGN
164.56 per USD 1.00 as determined by
the Calculation Agent on the Trade Date

(ii) Tranche:
NGN 1,600,000,000 as set out in
paragraph 4(i), above
5.
(i) Issue Price:
100 per cent. of the Aggregate Nominal
Amount, converted in accordance with
paragraph 4(i) above and payable in
USD
in
the
amount
of
USD
9,722,897.42

(ii) Net proceeds:
USD 9,722,897.42
6.
Specified Denominations:
NGN 5,000,000 and integral multiples of
NGN
1,000,000
(the
"Calculation

1

Amount") in excess thereof
7.
(i) Issue Date:
17 March 2014

(ii) Interest Commencement Date:
17 March 2014

(iii) Trade Date:
6 March 2014
8.
Maturity Date:
17
March
2017
(the
"Scheduled
Maturity Date"), subject as provided in
paragraph 34
9.
Interest Basis:
13.00 per cent. Fixed Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
See paragraphs 24, 25 and 34 below
11.
Change of Interest or Redemption/Payment Basis:
Not Applicable
12.
Put/Call Options:
Not Applicable
13.
Status of the Notes:
Senior
14.
Listing:
The regulated market of the Luxembourg
Stock Exchange for the purposes of
Directive 2004/39/EC on Markets in
Financial Instruments
15.
Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16.
Fixed Rate Note Provisions
Applicable

(i) Rate of Interest:
13.00 per cent. per annum payable
annually in arrear in USD in accordance
with paragraph 34 below

(ii) Interest Payment Date(s):
17 March 2015, 17 March 2016 and the
Scheduled Maturity Date (each a
"Scheduled Interest Payment Date"),
subject in each case as provided in
paragraph 34 below

(iii) Fixed Coupon Amount:
The equivalent in USD of NGN 130,000
per Calculation Amount, as determined
by the Calculation Agent in accordance
with (and subject to) paragraph 34 below

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Actual/365 (Fixed)

(vi) Determination Date(s):
Not Applicable

2

(vii) Other terms relating to the method of See paragraph 34
calculating interest for Fixed Rate Notes:

17.
Floating Rate Note Provisions
Not Applicable

18.
Zero Coupon Note Provisions
Not Applicable

19.
Index-Linked Interest Note Provisions
Not Applicable

20.
Dual Currency Interest Note Provisions
Not Applicable

21.
Variable Coupon Amount Notes:
Not Applicable
PROVISIONS RELATING TO REDEMPTION

22.
Call Option
Not Applicable

23.
Put Option
Not Applicable

24.
Final Redemption Amount of each Note
The equivalent in USD of NGN
1,000,000 per Calculation Amount, as
determined by the Calculation Agent in
accordance with (and subject to)
paragraph 34 below
25.
Early Redemption Amount

Early Redemption Amount(s) of each Note The equivalent in USD of NGN
payable on event of default and/or the method of 1,000,000 per Calculation Amount and
calculating the same (if required or if different the
accrued
interest
thereon,
as
from that set out in the Conditions):
determined by the Calculation Agent in
accordance with (and subject to)
paragraph 34 below

26.
Variable Redemption Amount Notes
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes:

Bearer Notes:
Not Applicable

Registered Notes:
Applicable

Registrar:
Citibank, N.A., Citigroup Centre, 25
Canada Square, Canary Wharf, London
E14 5LB
Transfer Agent:

3

Banque Internationale à Luxembourg,
société anonyme, 69 route d'Esch, L-
2953, Luxembourg
(i) DTC Application:

No
(ii) Australian Domestic Notes:

No
28.
Relevant Financial Centre(s) or other special New York City
provisions relating to Payment Dates:
For the purposes of Condition 6,
"Business Day" means a day (other than
Saturday
or
Sunday)
on
which
commercial banks and foreign exchange
markets settle payments and are open for
general business in London, New York
City and Lagos
29.
Talons for future Coupons to be attached to Not Applicable
Definitive Bearer Notes (and dates on which such
Talons mature):
30.
Details relating to Partly Paid Notes: amount of Not Applicable
each payment comprising the Issue Price and date
on which each payment is to be made and
consequences (if any) of failure to pay, including
any right of the Issuer to forfeit the Notes and
interest due on late payment:
31.
Details relating to Instalment Notes: amount of Not Applicable
each instalment, date on which each payment is to
be made:
32.
Redenomination,
renominalisation
and Applicable, in accordance with the
reconventioning provisions:
relevant legislation
33.
Consolidation provisions:
Not Applicable
34.
Other terms or special conditions:

(i) All payments in USD:
Each Fixed Coupon Amount, principal
amount, redemption amount, accrued
interest amount or other amount payable
in respect of the Notes (each a "Note
Amount") shall, subject as provided
below, be determined by the Calculation
Agent using the Exchange Rate on the
day falling two Calculation Business
Days before the Scheduled Interest
Payment Date or Scheduled Maturity
Date for such Note Amount or other date

4

on which such amount first becomes due
and
payable
("Other
Scheduled
Payment Date") (each an "Exchange
Rate Determination Date").
If the Calculation Agent determines at
any time on an Exchange Rate
Determination Date that a Disruption
Event has occurred or is continuing it
shall delay the determination of the
Exchange Rate until the next Calculation
Business Day on which no Disruption
Event exists, but if there continues to be
a Disruption Event on each of the 14
calendar days immediately following
such Exchange Rate Determination Date,
the Calculation Agent shall determine the
Exchange Rate on the Calculation
Business Day immediately following the
end of such 14 calendar day period acting
in good faith and in consultation with the
Issuer
and
having
taken
into
consideration relevant market practice. In
any such case the relevant Note Amount
shall be paid in USD (unless such
Exchange Rate is determined to be zero)
as soon as practicable after the Exchange
Rate has been determined by the
Calculation Agent but in any event no
later than two Calculation Business Days
after such rate has been determined and
the relevant Interest Payment Date or
Other Scheduled Payment Date or the
Maturity Date, as the case may be, shall
be postponed accordingly. No interest or
other payment shall be made in respect of
any such delay.
The Calculation Agent will promptly
inform the Issuer and the Noteholders of
the occurrence of any Disruption Event
and the consequences thereof for
payment of any Note Amount. The
Calculation Agent will at all times act in
good faith and in a commercially
reasonable manner when performing its
duties and making any calculations and
determinations in respect of the Notes.
For the purposes of this Pricing
Supplement:
Calculation Agent means Standard

5

Bank Plc, including its successors, unless
Standard Bank Plc fails to perform any of
its duties or obligations as Calculation
Agent, in which case the Issuer or
another entity appointed by it will act as
Calculation Agent.

Calculation Business Day means a day
on which commercial banks effect (or,
but for the occurrence of any Disruption
Event,
would
have
effected)
the
conversion of NGN into USD or the
delivery of USD or NGN, in accordance
with the market practice of the foreign
exchange market in Lagos.

Disruption Event means either or both
of an Inconvertibility Event or a Market
Disruption Event.

Domestic
Securities
means
debt
securities issued by the government of
the Federal Republic of Nigeria and
trading or settling in a clearing system
within the Federal Republic of Nigeria.

Exchange Rate is to be determined by
the
Calculation
Agent
as
at
approximately 11.00 a.m. (London time)
(or as soon as practicable thereafter) by
requesting a firm exchange rate quotation
(expressed as the amount of NGN for one
USD) from the Reference Currency
Dealers for the sale of an amount of
NGN (the "NGN Amount") of not less
than the relevant Note Amount and
purchase of USD with such NGN
Amount for a non-resident counterparty
(where USD payable outside of the
Federal Republic of Nigeria), for value
on the Scheduled Interest Payment Date,
Scheduled Maturity Date or other
Scheduled Payment Date (as applicable).
The Exchange Rate shall be determined
by the Calculation Agent in accordance
with the following provisions:

(i) it shall be the arithmetic mean
(rounded to the nearest four decimal
points, with 0.00005 per cent. being
rounded up) of the rates quoted by the
Reference Currency Dealers, provided at
least two Reference Currency Dealers
provide such quotations; or

6

(ii) if less than two Reference Currency
Dealers provide such quotations, then the
Exchange Rate for the relevant Exchange
Rate Determination Date shall be
determined by the Calculation Agent
acting
in
good
faith
and in
a
commercially reasonable manner (taking
into account all information which it
deems relevant for the purpose, which
may include any such quotation it has
been provided).

For the avoidance of doubt, the 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.

Inconvertibility Event means, any
determination by the Calculation Agent,
in consultation with the Issuer, that one
or more of the following events has
occurred:

(i) the Exchange Rate cannot be
determined in the manner set out in this
paragraph 34(i);

(ii) the adoption, giving, making or
implementation of any law, regulation,
notice, directive, order or decree (in each
case, whether or not having the force of
law) announced and/or issued after the
Issue Date, by any government or
regulatory
authority
or
competent
authority, or the announcement that such
adoption is to take place, which has the
effect of imposing any new or additional
limitation, prohibition or restriction on or
otherwise prevents the conversion into
USD or repatriation in USD of (a) non-
resident owned NGN or (b) NGN
proceeds from redemption or sale of
Domestic Securities or (c) NGN interest
paid on Domestic Securities; or

(iii) the adoption, giving, making or
implementation of any law, regulation,
notice, directive, order or decree (in each
case, whether or not having the force of
law) announced and, or issued, after the

7

Issue Date, by any governmental or
regulatory
authority
or
competent
authority, or the announcement that such
adoption is to take place, which has the
effect of imposing any new or additional
limitation, prohibition or restriction on or
otherwise prevents the delivery of NGN
to the Calculation Agent's account in the
Federal Republic of Nigeria; or

(iv) any action, event or circumstance
whatsoever which:
(a) has the direct or indirect effect of
hindering, limiting or restricting the
convertibility of NGN into USD
through customary legal channels, or
the transfer of NGN from the
Federal Republic of Nigeria to any
other country (including, without
limitation, the imposition of any
delay,
increased
costs
or
discriminatory rates of exchange or
current or future restrictions on
conversion or repatriation of NGN
into USD) and/or
(b) results in the unavailability of NGN
in the interbank foreign exchange
market in accordance with normal
commercial practice.

Market Disruption Event means, in the
determination of the Calculation Agent,
any event, other than an Inconvertibility
Event, as a result of which the
Calculation Agent is unable to determine
any Note Amount, 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 statute (or in the
applicability or official interpretation of
any rule, law, regulation or statute) or the
issuance of any order or decree.

Reference Currency Dealers means any

8

three leading dealers, banks or banking
corporations, which deal in NGN,
selected by the Calculation Agent, acting
in good faith and in a commercially
reasonable manner and in consultation
with the Issuer (and may include the
Calculation Agent or an affiliate of the
Calculation Agent).

(ii)
Representations,
Warranties
and An investor purchasing the Notes will be
Acknowledgments by the investor
deemed to represent and warrant that:

(a) the investor acknowledges and
accepts all risks including, but not

limited to, foreign exchange, credit,
sovereign,
convertibility
and/or

country risks, and any other risks
associated
with
purchasing,

investing in and/or holding the
Notes,

(b) the
investor
has
sufficient

knowledge,
experience
and
professional advice to make and has

made and will continue to make its
own legal, tax, accounting and other

business evaluations of the merits
and risks of investment in the Notes

and is not relying on the views or

the advice of, or any information
with respect to the Notes provided

by the Issuer in that regard;

(c) the investor has full legal power and
authority to purchase and invest in

the Notes;

(d) the purchase of the Notes and
receipt of any payment of principal

or interest thereunder does not
violate or conflict with any law

applicable to the investor, any
provision
of
the
investor's

constituting documents, any order
of any court or other governmental

agency applicable to the investor, or
any contractual restriction binding

on the investor or affecting its
assets;

(e) the investor is purchasing the Notes

for the investor's own account and
no other person shall have an

interest in the Notes; and

9

(f) the investor is solely responsible for
making
its
own
independent
appraisal of the Issuer and of risks
associated with investing in the
Notes.

(iii) Settlement Conditions
For purposes of these Notes and subject
to paragraphs 24, 25 and 34(i) above, all
settlements are in USD
35.
Governing law:
English Law
DISTRIBUTION
36.
(i) If syndicated, names of Managers:
Not Applicable

(ii) Stabilising Manager (if any):
Not Applicable
37.
If non-syndicated, name of Dealer:
Standard Bank Plc
38.
Additional selling restrictions:
None
OPERATIONAL INFORMATION
39.
ISIN Code:
XS1045092233
40.
Common Code:
104509223
41.
Any clearing system(s) other than Euroclear and Not Applicable
Clearstream, Luxembourg and the relevant
identification number(s):
42.
Delivery:
Delivery against payment
43.
Changes to the Agent(s) (if any):
Not Applicable
44.
Applicable TEFRA Rules:
Not Applicable
45.
Additional United States Federal Income Tax Not Applicable
Consequences:
46.
Intended to be held in a manner that would allow No
Eurosystem eligibility:

10