Obligation Tunisie 5.625% ( XS1567439689 ) en EUR

Tunisie

100 % ▲

Tunisie

XS1567439689 ( en EUR )

5.625% par an ( paiement annuel )

16/02/2024 - Obligation échue

Prospectus brochure de l'obligation Tunisia XS1567439689 en EUR 5.625%, échue

100 000 EUR

850 000 000 EUR

La Tunisie est un pays d'Afrique du Nord bordé par la Méditerranée, connu pour son histoire riche, sa culture diversifiée et ses paysages variés, allant des plages sablonneuses aux montagnes et aux déserts.

L'obligation tunisienne XS1567439689, émise en EUR pour un montant total de 850 000 000 EUR avec un taux d'intérêt de 5,625%, échéant le 16/02/2024 et négociée par tranches minimales de 100 000 EUR, a atteint sa maturité et a été intégralement remboursée à son prix nominal de 100%.

Banque Centrale de Tunisie
acting on behalf of
The Republic of Tunisia
850,000,000 5.625% Notes due 2024
Issue Price: 99.296%
The 850,000,000 5.625% Notes due 2024 (the "Notes") are being issued by Banque Centrale de Tunisie (the "Bank") acting on behalf of The
Republic of Tunisia (the "Issuer"). The Issuer will pay interest on the Notes annually in arrear on 17 February in each year, commencing on
17 February 2018. The Notes mature on 17 February 2024. Payments on the Notes will be made without deduction for or on account of taxes imposed
by The Republic of Tunisia or any political subdivision thereof or any authority therein or thereof having power to tax, to the extent described under
"Terms and Conditions of the Notes--Taxation".
The Bank is acting solely as agent of The Republic of Tunisia in connection with the issue of the Notes. Accordingly, the obligations of the Issuer
under the Notes and all related documents are not obligations of the Bank itself (and the Notes do not represent a liability of the Bank itself) but are
obligations of The Republic of Tunisia (and the Notes accordingly represent a liability of The Republic of Tunisia). The Bank has not waived
immunity with respect to its assets or any other immunity available to it.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities
regulatory authority of any State or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a summary of certain restrictions on
resale, see "Subscription and Sale".
The Notes will be offered and sold outside the United States in reliance on Regulation S under the Securities Act ("Regulation S").
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS
TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES.
The Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July
2005 (the "Luxembourg Act") relating to prospectuses for securities has approved this Prospectus for the purposes of Directive 2003/71/EC, as
amended (including the amendments made by Directive 2010/73/EU) (the "Prospectus Directive"), and application has been made to the
Luxembourg Stock Exchange for listing of the Notes on the official list of the Luxembourg Stock Exchange (the "Official List") and for admission to
trading of the Notes on the Luxembourg Stock Exchange's regulated market. By approving this Prospectus, the CSSF gives no undertaking as to the
economic or financial opportuneness of the transaction or the quality and solvency of The Republic of Tunisia in line with the provisions of Article
7(7) of the Luxembourg Act. References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes have been
listed on the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in
financial instruments.
The Notes are expected to be rated Ba3 by Moody's Investors Service Ltd. ("Moody's") and B+ by Fitch Ratings Ltd. ("Fitch"). Each of Moody's
and Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of
16 September 2009 on credit rating agencies (the "CRA Regulation"). As such, each of Moody's and Fitch is included in the latest update of the list
of registered credit rating agencies published by the European Securities and Markets Authority on its website: http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs in accordance with the CRA Regulation as of the date of this Prospectus. A credit rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
The Notes will be offered and sold in registered form in denominations of 100,000 or any amount in excess thereof which is an integral multiple of
1,000. The Notes will be represented by beneficial interests in an unrestricted global note (the "Global Note") in registered form without interest
coupons attached, which will be registered in the name of Citivic Nominees Limited, as nominee for, and will be deposited on or about 17 February
2017 (the "Issue Date") with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). Beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records
maintained by Euroclear and Clearstream, Luxembourg and their respective participants. Except in the limited circumstances as described herein,
certificates will not be issued in exchange for beneficial interests in the Global Note.
GLOBAL CO-ORDINATOR
NATIXIS
JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS
Commerzbank
J.P. Morgan
NATIXIS
The date of this Prospectus is 15 February 2017.

IMPORTANT NOTICES
This document comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the purposes
of the Luxembourg Act.
References in this Prospectus to the "Issuer" are to the Banque Centrale de Tunisie acting on behalf of The Republic of
Tunisia for the purposes of issuing the Notes as described in this Prospectus.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and
belief of the Issuer (having made all reasonable enquiries and having taken all reasonable care to ensure that such is the
case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import and completeness of such information.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, The Republic of Tunisia,
NATIXIS (the "Global Co-ordinator") or the Joint Lead Managers (as defined in "Subscription and Sale") to
subscribe or purchase any of the Notes. The distribution of this Prospectus and the offering of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required to inform
themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see
"Subscription and Sale".
No person is authorised in connection with the offering of the Notes to give any information or to make any
representation regarding the Issuer, The Republic of Tunisia or the Notes not contained in this Prospectus and any
information or representation not so contained must not be relied upon as having been authorised by or on behalf of the
Issuer, The Republic of Tunisia, the Global Co-ordinator or the Joint Lead Managers. A potential investor should
carefully evaluate the information provided herein in light of the total mix of information available to it, recognising
that neither the Issuer nor The Republic of Tunisia nor any other person can provide any assurance as to the reliability
of any information not contained in this document. Neither the delivery of this Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs
of The Republic of Tunisia since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that there has been no adverse change in the financial, political and/or economic position
of The Republic of Tunisia since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in connection with
the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
To the fullest extent permitted by law, the Global Co-ordinator and the Joint Lead Managers accept no responsibility
whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by the Global
Co-ordinator or a Joint Lead Manager or on their behalf in connection with the Issuer, The Republic of Tunisia or the
issue and offering of the Notes. Each of the Global Co-ordinator and the Joint Lead Managers accordingly disclaims all
and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise
have in respect of this Prospectus or any such statement. The Fiscal Agent, the Registrar, the Paying Agents and the
Transfer Agents referred to herein make no representation regarding this Prospectus or the Notes.
IN CONNECTION WITH THE ISSUE OF THE NOTES, NATIXIS, AS STABILISING MANAGER (THE
"STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER),
MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED
AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE
OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF SUCH NOTES. ANY
STABILISATION ACTION OR OVER ALLOTMENT SHALL BE CONDUCTED BY THE STABILISING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
i

NOTICE TO BAHRAIN RESIDENTS
In relation to investors in the Kingdom of Bahrain, securities issued in connection with this Prospectus and related
offering documents may only be offered in registered form to existing account holders and accredited investors as
defined by the Central Bank of Bahrain (the "CBB") in the Kingdom of Bahrain where such investors make a minimum
investment of at least U.S.$100,000 or any equivalent amount in other currency or such other amount as the CBB may
determine.
This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central
Bank and Financial Institutions Law 2006 (decree Law 64 of 2006). This Prospectus and related offering documents
have not been and will not be registered as a prospectus with the CBB. Accordingly, no securities may be offered, sold
or made the subject of an invitation for subscription or purchase nor will this Prospectus or any other related document
or material be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly
or indirectly, to persons in the Kingdom of Bahrain, other than to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered the Prospectus or related offering documents and it has not in any
way considered the merits of the securities to be offered for investment, whether in or outside the Kingdom of Bahrain.
Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and information
contained in this document and expressly disclaims any liability whatsoever for any loss howsoever arising from
reliance upon the whole or any part of the content of this document. No offer of securities will be made to the public in
the Kingdom of Bahrain and this Prospectus must be read by the addressee only and must not be issued, passed to, or
made available to the public generally.
PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES
All references in this document to "Tunisian Dinars", "Dinars" or "TD" are to the currency of The Republic of Tunisia,
references to "U.S. Dollars", "U.S.$", "USD", and "$" are to the currency of the United States of America, references to
"Japanese Yen" or "JPY" are to the currency of Japan and references to "EUR", "" or "Euro" are to the currency
introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty
establishing the European Community, as amended. References in this document to the "Government" are to the
Government of The Republic of Tunisia.
For ease of presentation, certain financial information relating to The Republic of Tunisia or the Bank included herein is
presented in U.S. Dollars. Except as otherwise stated in this Prospectus, any amounts stated in U.S. Dollars as of a
stated date or for a stated period were converted from Dinars into U.S. Dollars at the rate of exchange either prevailing
on such date or calculated at the average rate of exchange for such period, as the case may be. However, these
translations should not be construed as representations that the Tunisian Dinar amounts actually represent such U.S.
Dollar amounts or could be converted into U.S. Dollars at the rate indicated or any other rate.
The following table sets forth the average annual exchange rate of the Dinar against certain major currencies in each of
the years indicated:
Average Annual Exchange Rates(1)
2012
2013
2014
2015
2016
(TD per unit of currency unless otherwise indicated)
EUR........................................................................
2.0081
2.1595
2.2531
2.1770
2.3740
USD........................................................................
1.5618
1.6254
1.7001
1.9623
2.1472
JPY(2) ......................................................................
19.4935
16.5585
16.0005
16.2650
19.6675
_______________
Notes:
(1)
The annual average of the daily interbank rates on the Tunisian interbank foreign exchange market as published by the Bank.
(2)
TD/1,000 yen.
On 9 February 2017, the daily average Euro/Tunisian Dinar rate of exchange as reported by the Bank was
TD 2.4348 = 1.00, the daily average U.S. Dollar/Tunisian Dinar rate of exchange as reported by the Bank was
TD 2.2792 = U.S.$1.00 and the daily average Japanese Yen/Tunisian Dinar rate of exchange as reported by the Bank
was TD 20.3400 = JPY 1,000.
Certain monetary amounts included in this Prospectus have been subject to rounding adjustments. Accordingly, figures
shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.
ii

Statistical information reported herein has been derived from official publications of, and information supplied by, a
number of agencies of The Republic of Tunisia (including the Bank). Unless otherwise stated, all annual information,
including budget information, is based on calendar years.
JURISDICTION AND ENFORCEMENT
The Republic of Tunisia is a sovereign state, and the Bank is an instrumentality of the state acting on behalf of The
Republic of Tunisia for the purposes of issuing the Notes. As a result, it may be difficult for investors to obtain or
realise upon judgments against The Republic of Tunisia in the English courts or the courts of any other country. In
connection with the offering to which this Prospectus relates, The Republic of Tunisia and the Bank (acting solely in its
capacity as agent for The Republic of Tunisia in respect of the Notes) have irrevocably submitted to the non-exclusive
jurisdiction of the courts of England for purposes of any suit, action or proceeding arising out of or in connection with
the Fiscal Agency Agreement and/or the Notes and that accordingly any suit, action or proceedings arising out of, or in
connection therewith (together referred to as "Proceedings") may be brought in such courts. The Republic of Tunisia
and the Bank (acting solely in its capacity as agent for The Republic of Tunisia in respect of the Notes) have also
irrevocably waived any objection which either of them may have to the laying of the venue of any such Proceedings in
any such courts and any claim that any such Proceedings have been brought in an inconvenient forum.
In addition, to the extent that The Republic of Tunisia may, in any jurisdiction, claim or acquire for itself or its assets
immunity (sovereign or otherwise) from jurisdiction, suit, execution, attachment (whether in aid of execution before
judgment or otherwise) or other legal process (whether through service or notice or otherwise), the Bank, acting on
behalf of The Republic of Tunisia, has irrevocably agreed for the benefit of the investors in the Notes not to claim, and
has irrevocably waived, such immunity, to the fullest extent permitted by the laws of such jurisdiction. However, the
waiver of immunity does not extend to (i) present or future "premises of the mission" as such term is defined in the
Vienna Convention on Diplomatic Relations signed in 1961, or "consular premises" as such term is defined in the
Vienna Convention on Consular Relations signed in 1963 or (ii) military property or military assets of The Republic of
Tunisia, in each case under the control of a military authority or defence agency of The Republic of Tunisia or
(iii) property located in The Republic of Tunisia dedicated to a public or governmental use (as opposed to a commercial
use) by The Republic of Tunisia.
Under Article 37 of the Public Accounting Code of The Republic of Tunisia, the property, assets and receivables of The
Republic of Tunisia, public establishments and local administrations are immune from attachment or execution,
regardless of their use. There is no judicial precedent in Tunisia as to whether a waiver of immunity from attachment
and execution on property, assets or receivables of The Republic of Tunisia located in Tunisia, such as that contained in
Condition 18(c) of the Notes, is valid as a matter of Tunisian law.
If any Noteholder wishes to bring any Proceedings, it must bring such Proceedings directly against The Republic of
Tunisia, rather than the Bank. Such Proceedings may be brought against The Republic of Tunisia in the courts of
England and, to the extent described above, The Republic of Tunisia will not assert immunity in any such Proceedings.
Tunisian law permits The Republic of Tunisia and state-owned entities such as the Bank to choose a law other than the
Tunisian law to govern their commercial and private transactions and also to submit to a jurisdiction other than the
jurisdiction of the Tunisian courts, to settle any dispute or to opt for arbitration. A Tunisian judge will therefore order
the enforcement in The Republic of Tunisia of foreign judgments without re-examining the merits of a claim, except
that enforcement of foreign judgments may be denied if (i) the underlying claim is subject to the exclusive jurisdiction
of Tunisian courts, (ii) a prior Tunisian judgment has already been rendered with regard to the relevant claim, (iii) the
foreign judgment is contrary to principles of Tunisian public policy, (iv) the foreign judgment to be enforced has been
cancelled in the jurisdiction where it has been rendered, or (v) the jurisdiction where the judgment has been rendered
does not apply reciprocity rules in its relationship with The Republic of Tunisia. In addition, Tunisian courts have
jurisdiction in respect of any proceedings relating to civil non-contractual claims where the underlying actions have
taken place, or the damage has been suffered, in the territory of The Republic of Tunisia, notwithstanding any provision
to the contrary in the Notes or in any documents executed in connection with the issuance of the Notes. See "Risk
Factors--Risks relating to The Republic of Tunisia--The Republic of Tunisia is a sovereign state, and it may therefore
be difficult for investors to obtain or realise judgments of courts in other countries against The Republic of Tunisia".
iii

FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Prospectus constitute forward-looking statements. Statements that are not
historical facts are forward-looking statements. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue"
or similar terminology. These statements are based on the Bank's and the Government's current plans, objectives,
assumptions, estimates and projections. Investors should therefore not place undue reliance on those statements.
Forward-looking statements speak only as of the date that they are made and neither the Issuer nor The Republic of
Tunisia undertakes to update any forward-looking statements in light of new information or future events. Forward-
looking statements involve inherent risks and uncertainties. The Bank cautions that a number of important factors could
cause actual results to differ materially from those contained in any forward-looking statement. In addition to the factors
described in this Prospectus, including those discussed under "Risk Factors", the following factors, among others, could
cause future results to differ materially from those expressed in any forward-looking statements made in this
Prospectus:
External factors, such as:
·
regional security concerns in the Middle East and North Africa ("MENA"), including the spillover effect of
conflicts in Libya, Syria and Iraq and the increase in terrorist activity in the region;
·
changes in international commodity prices or prevailing interest rates, which could adversely affect The
Republic of Tunisia's balance of payments and budget deficit;
·
a recession or low economic growth in The Republic of Tunisia's trading partners, in particular any economic
slowdown in the European Union (the "EU"), which accounted for 63.5% of Tunisian foreign trade in 2015 and
61.1% in the six months ended 30 June 2016; or
·
changes in the level of support by The Republic of Tunisia's multilateral and bilateral creditors or changes in the
terms on which such creditors provide financial assistance to The Republic of Tunisia or any of its agencies or
fund new or existing projects.
Internal factors, such as:
·
instances of terrorism or continuing political and socio-economic unrest in The Republic of Tunisia and a failure
by the new Government to successfully address the underlying causes of the 14 January 2011 Revolution (as
defined below), such as high unemployment among university graduates, poverty among parts of the population,
as well as significant existing regional disparities in wealth within The Republic of Tunisia; or
·
a decline in foreign direct investment ("FDI"), a decline in foreign currency reserves, increases in domestic
inflation, exchange rate volatility, or a significant increase in the level of domestic and external debt, which
could lead to lower economic growth or a decrease in the Bank's and The Republic of Tunisia's foreign currency
reserves.
iv

TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................................... i
PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES...................................... ii
JURISDICTION AND ENFORCEMENT ....................................................................................................... iii
FORWARD-LOOKING STATEMENTS........................................................................................................ iv
RISK FACTORS ............................................................................................................................................... 1
OVERVIEW.................................................................................................................................................... 18
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 23
PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ............................................................. 38
USE OF PROCEEDS ...................................................................................................................................... 40
THE REPUBLIC OF TUNISIA ...................................................................................................................... 41
THE TUNISIAN ECONOMY ........................................................................................................................ 55
FOREIGN TRADE AND BALANCE OF PAYMENTS ............................................................................... 88
PUBLIC FINANCE....................................................................................................................................... 102
PUBLIC DEBT ............................................................................................................................................. 112
THE BANK AND THE BANKING SYSTEM ............................................................................................ 128
TAXATION .................................................................................................................................................. 151
SUBSCRIPTION AND SALE ...................................................................................................................... 152
GENERAL INFORMATION........................................................................................................................ 154
v

RISK FACTORS
An investment in the Notes involves risks. Accordingly, prospective investors should carefully consider, amongst other
things, the risks described below, as well as the detailed information set out elsewhere in this Prospectus, and reach
their own views before making an investment decision. The risks and uncertainties described below are not the only
risks and uncertainties related to The Republic of Tunisia and the Notes. Additional risks and uncertainties not
presently known or currently believed to be immaterial could also impair the ability to make payments on the Notes. If
any of the following risks actually materialise, the financial condition and prospects of The Republic of Tunisia could
be materially adversely affected. If that were to happen, the trading price of the Notes could decline, and The Republic
of Tunisia may be unable to make payments due on the Notes, and investors may, accordingly, lose all or part of their
investment.
Risks relating to Investments in Emerging Markets
Investing in securities involving emerging markets generally involves a higher degree of risk than more developed
markets
Generally, an investment in emerging markets, such as Tunisia, is only suitable for sophisticated investors who fully
appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors are
urged to consult their own legal and financial advisers before making an investment in the Notes. Such risks include,
but are not limited to, potentially higher volatility and more limited liquidity in respect of the Notes, a narrow export
base, a less-diversified economy, infrastructure challenges that may limit the prospects for economic growth, significant
socio-economic challenges, greater political risk and a generally higher likelihood of significant changes in the political
and economic environment. Tunisia's budget deficits and other weaknesses characteristic of emerging market
economies make it susceptible to future adverse effects. Emerging markets can also experience significant governance
challenges, such as corruption and misuse of public funds, than more mature markets, which could affect the ability of
governments and their instrumentalities, such as those in Tunisia, to meet their obligations vis-à-vis investors. Any of
these factors, as well as volatility in the markets for securities similar to the Notes, may adversely affect the value or
liquidity of the Notes.
The disruptions experienced during previous years in the international capital markets have also led to reduced liquidity
and increased credit risk premiums for certain market participants and have resulted in financing being unavailable for
certain entities. Emerging markets may be particularly susceptible to disruptions in the capital markets and the reduced
availability of credit or the increased cost of debt, which could result in emerging markets issuers, such as Tunisia,
experiencing financial difficulty. In addition, the availability of credit within emerging markets is significantly
influenced by levels of investor confidence in such markets as a whole and so any factors that impact market confidence
(for example, a decrease in credit ratings or state or central bank intervention) could affect the price or availability of
funding within any of these markets.
International investors' reactions to events occurring in one emerging market country or region sometimes appear to
lead to a "contagion" effect, in which an entire region or class of investment is disfavoured by such investors. If such a
"contagion" effect occurs, Tunisia could be adversely affected by negative economic, security or financial
developments in other emerging market countries or regions. Tunisia has been adversely affected by "contagion" effects
in the past, including the recent events in Libya, violence involving the terrorist organisation known as the
"Islamic State" ("Daesh") and other recent events of volatility in the MENA region, as well as global events, such as
the Eurozone crisis and the global financial crisis. No assurance can be given that it will not be affected by similar
events in the future.
As a consequence, an investment in the Notes, which reflects the sovereign risk of The Republic of Tunisia, carries
risks that are not typically associated with investing in more mature markets. These risks may be compounded by
incomplete, unreliable or unavailable economic and statistical data on Tunisia, including elements of information
provided in this Prospectus. Prospective investors should also note that emerging economies, such as the Tunisian
economy, are subject to rapid change. Accordingly, prospective investors should exercise particular care in evaluating
the risks involved and must decide for themselves whether, in light of those risks, their investment is appropriate.
Risks relating to The Republic of Tunisia
Terrorist attacks and other activities of Daesh and other Islamist militant groups in Tunisia have had, and may
continue to have, a material adverse impact on security, the economy and the political situation in Tunisia
In recent years, Islamic militants, including Daesh, have operated in a number of countries in the region. Since the 14
January 2011 Revolution (as defined below), there has been an increase in the presence of extremist organisations in
1

Tunisia, which conducted two attacks specifically targeting tourists in March and June 2015. This has posed security
challenges to the post-revolutionary Governments that have, to date, been inexperienced in counterterrorism operations.
A number of Tunisian nationals have reportedly joined Daesh and other similar organisations.
In June 2014, Daesh and aligned forces began a major offensive in northern and western Iraq against the Iraqi
government, proclaiming itself to be a caliphate and capturing most of the territory in the region, as well as significant
areas in eastern Syria. Daesh combatants have captured significant territories in these regions, although the territory
controlled by Daesh has been reduced in recent months. Daesh has also destroyed, taken control of or threatened
infrastructure (e.g., dams and roads), military installations, oil fields and other assets and resources in each country. In
addition, Daesh controls the border crossings between Iraq and Syria, making it impossible for the Iraqi and Syrian
governments to control the movement of persons, goods and arms between the two countries.
In addition to Iraqi and Syrian recruits, Daesh and other Islamist militant groups in Iraq and Syria, including the al-
Nusra Front, have recruited foreign combatants from a number of countries in the region and beyond, including Tunisia.
Foreigners who join Daesh and other Islamist militant groups have generally been "radicalised" and pose a risk to their
home countries, including Tunisia, both because they seek to recruit others to join Daesh or similar organisations and
may return to their home countries and seek to carry out terrorist or similar attacks on behalf of, or in the name of,
Daesh or such other Islamist militant groups.
Daesh has also taken advantage of the conflict in Libya to set up military strongholds there. Libya shares an
approximately 500-km border with Tunisia. It has been reported that some Tunisian nationals have been trained by
Daesh. There are also certain mountainous areas of Tunisia near the borders with Algeria and Libya, such as the
Chaambi mountains around Kasserine, which are difficult to police and may be susceptible to a terrorist presence.
In March 2015, Daesh claimed responsibility for a terrorist attack at the Bardo Museum in Tunis in which 21 foreign
tourists and one Tunisian policemen were killed and 52 persons were injured (the "Bardo Museum Terrorist
Attack"). In June 2015, Daesh claimed responsibility for a terrorist attack on a hotel beach in Sousse in which 38
European tourists were killed and 39 persons were wounded (the "Sousse Terrorist Attack"). Daesh also claimed
responsibility for a further attack on a bus carrying security guards in Tunis in December 2015 in which 12 persons
were killed and another 12 were injured (the "Tunis Bus Terrorist Attack"). The President declared a state of
emergency in Tunisia in response to the attack in Sousse, which was lifted in October 2015. A further state of
emergency was declared following the Tunis Bus Terrorist Attack, which remains in effect. In October 2015, Tunisia
joined the U.S.-led military coalition formed to combat Daesh. The Tunisian border with Libya at Ras-Jdeir was closed
in March 2016, following an attack on an army base and police station in the eastern town of Ben Guerdane, and has
been subsequently closed on a number of occasions since then. In August 2016, Islamic militants attacked an army
patrol in the Kasserine region, killing three soldiers and wounding seven others.
There have also been other instances of terrorism in Tunisia in the past, including the assassination of opposition leaders
in February 2014 and July 2014, which, in turn, prompted protests in Tunisia.
The above events have affected the Tunisian economy, in particular, the tourism sector. See "--The Tunisian economy
faces significant challenges, which has increased pressure on Tunisia's public finances and has led to rising current
account deficits and Government budget deficits--Reduction in tourism receipts". While the Government has increased
its counterterrorism efforts since the 14 January 2011 Revolution and introduced a new anti-terrorism law in July 2015,
any further incidents of terrorism may adversely affect several key sectors of the Tunisian economy and result in a
further reduction of FDI in Tunisia, which could have a material adverse effect on the Tunisian economy, the
Government's finances and its ability to service its debt.
Regional and international considerations have negatively affected, and could continue to negatively affect,
Tunisia's security and economy
Tunisia is located in a region that has been subject to on-going political and security concerns, especially in recent
years. Political instability in the Middle East and Northern Africa has generally increased since the terrorist attacks of
11 September 2001, the U.S.-led intervention in Iraq, the ongoing conflict in Syria, the increasing threat of Daesh and
the instability and conflict in Libya, which is a neighbour of Tunisia.
Since the "Arab Spring" began, a number of Arab countries have experienced significant political and military
upheaval, conflict and revolutions leading to the departure of long-time rulers in Tunisia, as well as in Egypt, Yemen
and Libya. In particular, the ongoing conflict in Syria has been the subject of significant international attention and
intervention, including by the Russian military, and its impact and resolution are difficult to predict. Any further
escalation of this conflict, additional international military intervention in Syria or a more aggressive stance by parties
to the conflict could be a further destabilising factor for the region. The instability caused by the ongoing conflict has
been exacerbated by terrorist attacks by Daesh and groups claiming affiliation with Daesh in Tunisia, Libya, Syria and
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Iraq, as well as in other countries, which has, in turn, increased the security challenges faced by Tunisia, as well as other
countries in the region and beyond.
The continuation of such events, the events described in "--Tunisia has been affected by, and will continue to be
affected by, the ongoing conflict in Libya" below, or the outbreak of new events in the region could further strain
political stability in the region and the Government's finances. These events have had, and are likely to continue to
have, a material adverse impact on the Tunisian economy, including, but not limited to, declines in tourism flows
(which have historically been an important source of foreign receipts). Any of the foregoing could also lead to a
reduction in, and increased difficulty in, attracting FDI to Tunisia, as well as the diversion of Government resources
towards increased military and security spending (which, in turn, has reduced, and may continue to reduce, overall
economic growth and increase Tunisia's budget deficit).
Tunisia has been affected by, and will continue to be affected by, the ongoing conflict in Libya
Tunisia has been, and will continue to be, impacted by events in Libya. Since the revolution in Libya in 2011, Libya has
not maintained a unified state and two governments are claiming control; the Council of Representatives and the
General National Congress. Tunisia has played an instrumental role in the efforts made to reconcile the opposing parties
in Libya. On 22 March 2016, the Government hosted a meeting of representatives of Libya's neighbouring countries,
Tunisia, Egypt, Sudan, Chad and Niger, as well as delegates from the Arab League, the African Union, the EU and the
UN, which called for the UN-backed unity government, then residing in Tunis, to take office in Tripoli as soon as
possible. As of the date of this Prospectus, however, the unity government has not been accepted by all parties. In
August 2016, Libya's Tobruk-based parliament voted to reject the UN-backed unity government by a vote of 89 to 15.
Violence is continuing in Libya and, as a result, the Ministry of Foreign Affairs has urged Tunisians living in Libya to
return to Tunisia. Since 2011, Tunisia has also experienced an inflow of Libyan and other nationals, fleeing the
continued violence. According to statistics published by the International Organisation for Migration, between 20
February 2011 and 16 October 2011, over 1.3 million migrants entered Tunisia, of whom approximately 1.0 million
were Libyan. In response to increasing inflows of migrants and refugees, in August 2014, Tunisia closed its main border
crossing with Libya. The presence of refugees and the return of migrant workers has had an impact on the economic and
social stability of Tunisia, as well as on the labour market and infrastructure. Providing refugees with basic
accommodation and social services requires considerable resources, which has created an additional burden on the
Government's finances. If the flow of refugees from Libya continues and the Government does not receive significant
assistance from the international community to help offset the cost of accommodating such refugees, this will continue
to be a strain on the general resources of the Government, which could have a material adverse effect on the Tunisian
economy, the Government's finances and its ability to service its debt.
Daesh maintains strongholds in Libya, in particular, on the Mediterranean coastline near Surt. According to press
reports, the number of Daesh fighters in Libya has grown to between 5,000 and 6,500, more than double the estimates
made by the U.S. government in Autumn 2015. In November 2015, Tunisia closed its border with Libya for 15 days in
response to the Tunis Bus Terrorist Attack. The border was closed again in March 2016 as described above, and has
subsequently been closed on a number of occasions. It has been reported that the terrorist attacks in Tunisia in 2015 and
2016 were planned from Libya. Trade with neighbouring Libya has declined in recent years, accounting for 0.1% of
total imports and 3.3% of total exports in the six months ended 30 June 2016, as compared to 0.1% and 4.0% in the
corresponding period in 2015. In 2015, trade with Libya accounted for 0.1% of total imports and 3.8% of total exports
in 2015, as compared to 0.2% and 4.0%, respectively, in 2014 and 1.8% and 5.1%, respectively, in 2013. This decrease
is primarily due to the ongoing conflict in Libya. Informal trade between the countries does, however, remain important.
Cultural and family links and exchanges are also strong between the two populations across the approximately 500-km
border between the two countries. The conflict, increasing terrorist activity and border closures have negatively affected
these exchanges and reduced the amount of workers' remittances sent from Libya to Tunisia. The economic situation of
the Tunisian regions bordering Libya have been particularly affected.
Any further strengthening of Daesh in Libya, the carrying out of further attacks by Daesh or the inability of Tunisia to
control its border with Libya could have a material adverse effect on security and the economic situation in Tunisia.
Tunisia has faced significant political unrest since December 2010
Tunisia experienced an intensive, pacific campaign of civil resistance beginning in December 2010. Widespread
demonstrations were precipitated by high unemployment, corruption, a lack of freedom of speech and other political
freedoms and deteriorating living conditions and led, following four weeks of street protests, to the ousting of President
Zine El Abidine Ben Ali on 14 January 2011, when he resigned after fleeing to Saudi Arabia, ending 23 years in power
(the "14 January 2011 Revolution"). The 14 January 2011 Revolution resulted in significant changes to Tunisia's
political system. The previous parliament, consisting of the Chamber of Deputies and Chamber of Advisers, was
dissolved and, on 23 October 2011, elections were held for the newly created 217-seat National Constituent Assembly,
which saw the moderate Islamic party, the Ennahda Movement (the "Ennahda Movement") win 89 of the 217 seats. In
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response to calls for reform following the 14 January 2011 Revolution, the National Constituent Assembly was granted
a mandate to draft a new constitution. Despite the successful parliamentary elections, the then-Government continued to
face significant socio-economic and political challenges, including numerous further instances of protests and riots in
2012 and 2013.
Following a period of discussions that lasted approximately two years, a new constitution (the "2014 Constitution")
was approved by the National Constituent Assembly by a majority of 200 deputies (with 12 deputies voting against and
four abstentions). The state of emergency imposed during the 14 January 2011 Revolution was lifted in March 2014.
A further round of parliamentary elections was held on 26 October 2014, which saw Nidaa Tounes, a secularist party,
which was formed as a result of a political initiative unifying secular forces in Tunisian politics in June 2012 ("Nidaa
Tounes"), win 86 of the 217 seats of the Chamber of the People's Deputies. On 21 December 2014, Mr. Béji Caid-
Essebsi, the then leader of Nidaa Tounes, who is 89 years old, was elected as the new President of The Republic of
Tunisia (the "President"). There were some demonstrations in several southern towns, including Hamma, in response
to Mr. Caid-Essebsi 's victory. Following his election as President on 5 January 2015, President Caid-Essebsi solicited
Mr. Habib Essid, an independent figure selected by Nidaa Tounes, to become the Head of Government and form a new
Government. As Nidaa Tounes did not win an absolute majority of the parliamentary seats in the October 2014 election,
in February 2015, a coalition government was formed comprising members of Nidaa Tounes, the Ennahda Movement,
the centrist Union Patriotique Libre (the "UPL") party and the centre-right Afek Tounes.
Tensions within Nidaa Tounes resulted in the resignation of 28 members of the Chamber of the People's Deputies from
the party in January 2016, including a number of senior figures. These resignations reduced Nidaa Tounes' seats in the
Chamber of the People's Deputies to 58 and resulted in Nidaa Tounes no longer holding a majority of seats in the
Chamber of the People's Deputies. In January 2016, the Head of Government, Mr. Habib Essid, announced a cabinet
reshuffle pursuant to which 12 new ministers were appointed, including new ministers of the Interior, Justice and
Foreign Affairs. This reshuffle resulted in only one representative of the Ennahda Movement being included in the
Government. In July 2016, the Chamber of the People's Deputies passed a vote of no confidence in Mr Essid's
Government. In line with the provisions of the 2014 Constitution and following the signing of the Carthage Declaration
by a number of political parties and organisations calling for a national unity government, a new government led by Mr.
Youssef Chahed, a member of Nidaa Tounes, was approved by the Chamber of the People's Deputies in August 2016.
Any renewed deepening of tensions within Nidaa Tounes, destabilisation of the coalition Government or the failure of
the coalition Government to effectively carry out its programme may affect political stability in Tunisia.
Certain of the economic and social tensions that led to the 14 January Revolution remain and deteriorating labour
conditions, a lack of job opportunities, particularly for young people, and the economic and social imbalances between
the southern and interior regions of the country and the northern, coastal, more affluent regions, led to further social
unrest in May 2015 (with, for example, stoppages organised by unemployed protesters in certain phosphate processing
and chemical plants), in Autumn 2015, January 2016 and, more recently, in December 2016.
States of emergency have also been declared in Tunisia following the terrorist attacks in 2015. See "--Terrorist attacks
and other activities of Daesh and other Islamist militant groups in Tunisia have had, and may continue to have, a
material adverse impact on security, the economy and the political situation in Tunisia".
There can be no assurance that further demonstrations, political protests or other incidents of unrest will not take place,
which could have a material adverse effect on political stability in Tunisia, the Tunisian economy and the Government's
finances.
The Tunisian economy faces significant challenges, which has increased pressure on Tunisia's public finances and
has led to rising current account deficits and Government budget deficits
Impact of the 14 January 2011 Revolution and security concerns
The 14 January 2011 Revolution had material negative short-term macro-economic consequences for the Tunisian
economy. Besides significant damage to property (estimated by the Government at 4.0% of 2011 gross domestic
product ("GDP")), the Tunisian economy has had to grapple with growing insecurity, social tensions and, since 2011,
significant decreases in both tourism revenues (which were TD 2,415 million in 2015, TD 3,626 million in 2014, TD
3,211 million in 2013 and TD 3,175 million in 2012, as compared to TD 2,433 million in 2011 and TD 3,523 million in
2010) and FDI (which was TD 1,965 million in 2015, TD 1,806 million in 2014, TD 1,815 million in 2013 and TD
2,504 million in 2012, as compared to TD 1,616 million in 2011 and TD 2,165 million in 2010). Tourism revenues were
TD 1,808 million in the nine months ended 30 September 2016, as compared to TD 1,975 million in the corresponding
period in 2015, while FDI was TD 1,379 million for the nine months ended 30 September 2016, as compared to TD
1,409 million for the corresponding period in 2015. The relative increase in country risk since 2011, including as a
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