Obligation Nederlandse Waterbank 1.5% ( XS1551727974 ) en USD

Nederlandse Waterbank

100 % ⇌

Pays-Bas

XS1551727974 ( en USD )

1.5% par an ( paiement semestriel )

23/01/2019 - Obligation échue

Prospectus brochure de l'obligation Nederlandse Waterschapsbank XS1551727974 en USD 1.5%, échue

200 000 USD

2 000 000 000 USD

La Nederlandse Waterschapsbank est une banque publique néerlandaise spécialisée dans le financement des projets d'aménagement hydraulique et de gestion de l'eau.

L'Obligation émise par Nederlandse Waterbank ( Pays-Bas ) , en USD, avec le code ISIN XS1551727974, paye un coupon de 1.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/01/2019

Final Terms dated 22 August 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 1.500% Notes due 23 January 2019 (the `Notes') (to be consolidated and form a single
series with the outstanding issue of US$1,500,000,000 1.500% Notes due 23 January 2019 issued on 23 January
2017 (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 2016, as supplemented by the supplemental
prospectus dated 31 August 2016 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 which constitutes 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 2016, as supplemented by
the supplemental prospectus dated 31 August 2016. 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:
1452
(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.

The 144A Notes shall be consolidated, form a
single series and be interchangeable for trading
purposes with the 144A Existing Notes
immediately after the Issue Date.

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

(i)
Series:
US$
2,000,000,000
(ii)
Tranche:
US$
500,000,000
5.
Issue Price:
99.951 per cent. of the Aggregate Nominal
Amount plus 31 days' accrued interest amounting
to US$ 645,833.33 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:
24 August 2017

1

(ii)
Interest Commencement Date:
23 July 2017
8.
Maturity Date:
23 January 2019
9.
Interest Basis:
1.500 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:
1.500 per cent. per annum payable semi-annually
in arrear on each Interest Payment Date

(ii)
Interest Payment Date(s):
23 January and 23 July in each year, up to and
including the Maturity Date, commencing 23
January 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$ 7.500 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:

2

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

(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:
Registered Notes

Regulation S Global Note (US$ 354,250,000
principal amount) registered in the name of a
nominee for a common safekeeper for Euroclear
and Clearstream, Luxembourg.

Rule 144A Global Note (US$ 145,750,000
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 24
August 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 900
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$ 500,400,833.34 (including accrued interest)
(iii) Estimated total expenses:
EUR 900

5

5. YIELD

Indication of yield:
1.535% (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: XS1669344431 (temporary)
XS1551727974 (permanent)
144A: US63983TBE47
CUSIP: 144A:
63983TBE4
Common Code:
Reg S: 166934443 (temporary)
155172797 (permanent)
144A: 155173149
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:
Applicable

6

(A) Names and addresses of Managers and underwriting Bank of Montreal, London Branch
commitments/quotas:
95 Queen Victoria Street
London
EC4V 4HG
United Kingdom

US$250,000,000

The Toronto-Dominion Bank
60 Threadneedle Street
London EC2R 8AP
United Kingdom

US$250,000,000

(B) Date of Syndication Agreement:
17 August 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