Obligation Nederlandse Waterschapsbank 1.75% ( XS1106884072 ) en USD

Nederlandse Waterschapsbank

100 % ▲

Pays-Bas

XS1106884072 ( en USD )

1.75% par an ( paiement semestriel )

05/09/2019 - Obligation échue

Prospectus brochure de l'obligation Nederlandse Waterschapsbank XS1106884072 en USD 1.75%, échue

200 000 USD

1 000 000 000 USD

L'Obligation émise par Nederlandse Waterschapsbank ( Pays-Bas ) , en USD, avec le code ISIN XS1106884072, paye un coupon de 1.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/09/2019

Final Terms dated 3 November 2017
Nederlandse Waterschapsbank N.V.
(incorporated under the laws of the Netherlands with limited liability and having its corporate seat in The Hague)
Issue of US$500,000,000 Reg S/144A 1.750% Notes due 5 September 2019 (the `Notes') (to be consolidated and
form a single series with the outstanding issue of US$500,000,000 Reg S/144A 1.750% Notes due 5 September
2019 issued on 5 September 2014 (the `Existing Notes')) under the 60,000,000,000 Debt Issuance Program
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the
Notes (the `Conditions') set forth in the base prospectus dated 28 April 2014 and the supplements to it dated 3 June
2014, 25 August 2014, 8 September 2014 and 19 March 2015 which are incorporated by reference in the Base
Prospectus dated 28 April 2017. This document constitutes the Final Terms of the Notes described herein for the
purposes of Article 5.4 of Directive 2003/71/EC, as amended (the `Prospectus Directive') and must be read in
conjunction with the base prospectus dated 28 April 2017 and the supplement to it dated 31 August 2017, which
together constitute a base prospectus for the purposes of the Prospectus Directive (the `Base Prospectus'), save in
respect of the Conditions which are extracted from the base prospectus dated 28 April 2014 and the supplements to it
dated 3 June 2014, 25 August 2014, 8 September 2014 and 19 March 2015. Full information on the Issuer and the offer
of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base
Prospectus has been published on https://www.nwbbank.com/funding-programmes.html and is available for viewing at
the registered office of the Issuer at Rooseveltplantsoen 3, 2517 KR The Hague, the Netherlands. In addition, copies
may be obtained from Citibank N.A., Citigroup Centre Canada Square, Canary Wharf, London E14 5LB, United
Kingdom (the `Principal Paying Agent').
1.
Issuer:
Nederlandse Waterschapsbank N.V.
2.
(i)
Series Number:
1396

(ii)
Tranche Number:
2

(iii)
Date on which the Notes become
The Reg S Notes shall be consolidated, form a
fungible:
single series and be interchangeable for trading
purposes with the Reg S Existing Notes not earlier
than 40 days after the Issue Date.

3.
Specified Currency or Currencies:
US dollars
4.
Aggregate Nominal Amount:

(i)
Series:
US$ 1,000,000,000

(ii)
Tranche:
US$ 500,000,000
5.
Issue Price:
99.908 per cent. of the Aggregate Nominal
Amount plus 62 days' accrued interest amounting
to US$ 1,506,944.44 from, and including the
Interest Commencement Date to, but excluding,
the Issue Date

6.
(i)
Specified Denominations:
US$ 200,000 and integral multiples of US$ 1,000
in excess thereof

(ii)
Calculation Amount:
US$ 1,000
7.
(i)
Issue Date:
7 November 2017

(ii)
Interest Commencement Date:
5 September 2017
8.
Maturity Date:
5 September 2019

1

9.
Interest Basis:
1.750 per cent. Fixed Rate
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest Basis:
Not Applicable
12.
Put/Call Options:
Not Applicable
13.
Status of the Notes:
Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions:
Applicable

(i)
Fixed Rate of Interest:
1.750 per cent. per annum payable semi-annually
in arrear on each Interest Payment Date

(ii)
Interest Payment Date(s):
5 March and 5 September in each year, up to and
including the Maturity Date, commencing 5 March
2018.

(iii) Business Day Convention:

- Business Day Convention:
Following Business Day Convention
- Adjusted or Unadjusted for Interest Period
Unadjusted
calculation:

(iv)
Fixed Coupon Amount:
US$ 8.75 per Calculation Amount

(v)
Broken Amount(s):
Not Applicable

(vi)
Day Count Fraction:
30/360

(vii)
Interest Determination Date(s):
Not Applicable
15.
Floating Rate Note Provisions:
Not Applicable
16.
Zero Coupon Note Provisions:
Not Applicable
17.
FX Linked Interest Note Provisions:
Not Applicable
18.
Inflation Linked Note Provisions:
Not Applicable
19.
CMS Linked Note Provisions:
Not Applicable
20.
Dual Currency Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
21.
Issuer Call Option:
Not Applicable
22.
Investor Put Option:
Not Applicable
23.
Early Redemption:
Applicable

(i) Early Redemption Amount(s) payable on
US$ 1,000 per Calculation Amount
redemption:

(ii) Redemption for tax reasons (Condition 7.2)
Applicable
permitted at any time:

2

(iii) Redemption for tax reasons (Condition 7.2)
Not Applicable
permitted on Interest Payment Dates only:

(iv) Unmatured Coupons to become void upon
Applicable
early redemption:

(v) Early Redemption Unwind Costs:
Not Applicable
24.
Whether Condition 8(a) of the Notes applies (in
Condition 8(b) applies and Condition 7.2 applies.
which case Condition 7.2 (Redemption for tax
reasons) of the Notes will not apply) or whether
Condition 8(b) of the Notes applies (in which
case Condition 7.2 (Redemption for tax reasons)
may be specified as being Applicable):

25.
Final Redemption Amount:
US$ 1,000 per Calculation Amount
26.
FX Linked Redemption Note Provisions:
Not Applicable
27.
Automatic Early Redemption Provisions:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28.
Form of Notes:
Regulation S Global Note (USD 239,800,000
principal amount) registered in the name of a
nominee for a common safekeeper for Euroclear
and Clearstream, Luxembourg.

Rule 144A Global Note (USD 260,200,000
principal amount) registered in the name of a
nominee for DTC

29.
New Global Note:
No
30.
New Safekeeping Structure:
Applicable; but only as to Regulation S Global
Note

31.
Form of Definitive Bearer Notes:
Not Applicable
32.
Financial Centre(s) or other special provisions
New York, London and TARGET2
relating to Payment Dates:
33.
Talons for future Coupons or Receipts to be
Not Applicable
attached to Definitive Bearer Notes (and dates on
which such Talons mature):
34.
Details relating to Partly Paid Notes:
Not Applicable
35.
Details relating to Installment Notes:
Not Applicable
36.
Redenomination:
Not Applicable

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and admission to listing and trading on the
Luxembourg Stock Exchange of the Notes described herein pursuant to the 60,000,000,000 Debt Issuance Program of
Nederlandse Waterschapsbank N.V.

3

PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING

(i) Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on the
Luxembourg Stock Exchange with effect from 7
November 2017.
The Existing Notes are already admitted to trading on
the Luxembourg Stock Exchange.
(ii) Estimate of total expenses related to admission to trading:
EUR 1,800
2. RATINGS

Ratings:
The Program has been rated:
S&P: AAA (stable outlook)
Moody's: Aaa (stable outlook)

Each of Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies Inc., and
Moody's Investors Service Limited is established in
the European Union and registered under Regulation
(EC) No 1060/2009, as amended. As such, each of
Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies Inc., and Moody's Investors
Service Limited is included in the list of credit rating
agencies published by the European Securities and
Markets Authority on its website in accordance with
such Regulation.

A rating is not a recommendation to buy, sell or hold
Notes and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating
agency.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has
an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its
affiliates in the ordinary course of business.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer/Use of Proceeds:
The net proceeds will be applied by the Issuer for its
general corporate purposes (which include profit
making).
(ii) Estimated net proceeds:
US$ 501,046,944.44 (including accrued interest of
US$ 1,506,944.44 for 62 days)
(iii) Estimated total expenses:
EUR 1,800

5

5. YIELD

Indication of yield:
1.801% (semi-annual)

The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
yield.
6. OPERATIONAL INFORMATION

ISIN:
Reg S: XS1713442637 (temporary)
XS1106884072 (permanent)
144A: US63983TAV70
CUSIP:
144A: 63983TAV7
Common Code:
Reg S: 171344263 (temporary)
110688407 (permanent)
144A: 110691149
Any clearing system(s) other than DTC, Euroclear Bank Not Applicable
S.A./N.V. and Clearstream Banking, société anonyme and the
relevant Identification numbers:
Delivery:
Delivery against payment
Paying Agent(s):
Principal Paying Agent
Name, address and contact details of Calculation Agent:
Principal Paying Agent
Intended to be held in a manner which would allow Yes. Note that the designation "yes" simply means
Eurosystem eligibility:
that the Notes are intended upon issue to be deposited
with one of the ICSDs as common safekeeper (and
registered in the name of a nominee of one of the
ICSDs acting as common safekeeper) and does not
necessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy and
intra-day credit operations by the Eurosystem either
upon issue or at any or all times during their life. Such
recognition will depend upon the ECB being satisfied
that Eurosystem eligibility criteria have been met.
For the purpose of Condition 14, notices to be published in the No
Financial Times:
7. DISTRIBUTION

(i) Method of distribution:
Syndicated
(ii) If syndicated:

6

(A) Names and addresses of Managers and underwriting Deutsche Bank AG, London Branch
commitments/quotas:
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

USD 250,000,000

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom

USD 250,000,000

(B) Date of Syndication Agreement:
1 November 2017
(C) Stabilizing Manager(s) (if any):
Not Applicable
(iii) If non-syndicated, name and address of Dealer:
Not Applicable
(iv) Eligibility:
Rule 144A and Reg. S
(v) U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA not
applicable
(vi) Offer Period:
Not Applicable
(vii) Reduction of subscriptions:
Not Applicable
(viii) Maximum and minimum subscription amount:
Not Applicable
(ix) Names of Financial Intermediaries:
Not Applicable
8. HISTORIC INTEREST RATES
Not Applicable
9. Performance of index, explanation of effect on value of investment and associated risks and other information
concerning the underlying
Not Applicable
10. Performance of rate of exchange and explanation of effect on value of investment
Not Applicable
11. TERMS AND CONDITIONS OF THE OFFER
Conditions to which the offer is subject:
Not Applicable
Description of the application process:
Not Applicable
Details of the method and time limits for paying up and Not Applicable
delivering the Notes:
Categories of potential investors to which the Notes are offered Not Applicable
and whether Tranche(s) have been reserved for certain
countries:
Name(s) and address(es), to the extent known to the Issuer, of None
the placers in the various countries where the offer takes place:

7