Obligation IFC 6.2% ( XS1860479234 ) en BRL

IFC

100 % ▲

Etas-Unis

XS1860479234 ( en BRL )

6.2% par an ( paiement annuel )

27/07/2022 - Obligation échue

Prospectus brochure de l'obligation IFC XS1860479234 en BRL 6.2%, échue

10 000 BRL

188 000 000 BRL

L'Obligation émise par IFC ( Etas-Unis ) , en BRL, avec le code ISIN XS1860479234, paye un coupon de 6.2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/07/2022

Final Terms dated September 13, 2018

International Finance Corporation
Issue of
BRL 17,000,000 6.20 per cent. Notes due July 27, 2022 payable in Japanese Yen (to be consolidated and
form a single series with the existing issue of BRL 17,000,000 6.20 per cent. Notes due July 27, 2022
payable in Japanese Yen, issued on July 27, 2018, BRL 25,000,000 6.20 per cent. Notes due July 27, 2022
payable in Japanese Yen, issued on August 10, 2018 and BRL 17,000,000 6.20 per cent. Notes due July 27,
2022 payable in Japanese Yen, issued on September 10, 2018)
under its
Global Medium-Term Note Program

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Prospectus dated June 3, 2008 (the "Prospectus"). This document constitutes the Final Terms of the Notes
described herein and must be read in conjunction with the Prospectus. Full information on International
Finance Corporation (the "Corporation") and the offer of the Notes is only available on the basis of the
combination of this Final Terms and the Prospectus. The Prospectus may be obtained (without charge) from
the office of the Corporation at 2121 Pennsylvania Avenue, N.W., Washington D.C., 20433 U.S.A. and is
available for viewing at the website of the Corporation (www.ifc.org).
THE NOTES ARE NOT AN OBLIGATION OF THE INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT OR OF ANY GOVERNMENT.
1.
Issuer:
International Finance Corporation
2.
(i)
Series Number:
1946
(ii) Tranche Number:
4
3.
Specified Currency or Currencies:
Brazilian Real ("BRL") provided that all payments in
respect of the Notes will be made in Japanese Yen ("JPY")
4.
Aggregate Nominal Amount:

(i)
Series:
BRL 76,000,000
(ii) Tranche:
BRL 17,000,000
5.
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount of this
Tranche plus BRL 152,244.44 representing 52 days'
accrued interest from and including the Interest
Commencement Date to but excluding the Issue Date.
The Issue Price will be payable in JPY in the amount of
1
2673987v2

JPY 458,916,876.
6.
(i)
Specified Denominations:
BRL 10,000
(ii) Calculation Amount:
BRL 10,000
7.
(i)
Issue Date:
September 19, 2018
(ii) Interest Commencement
July 27, 2018

Date:
8.
Maturity Date:
July 27, 2022
9.
Interest Basis:
6.20 per cent. Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis:
Redemption at par, payable in JPY
11. Change of Interest or
Not Applicable
Redemption/Payment Basis:
12. Put/Call Options:
Not Applicable
13. Status of the Notes:
Senior, unsubordinated
14. Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions:
Applicable
(i)
Rate of Interest:
6.20 per cent. per annum payable semi-annually in arrear
(ii)
Interest Payment Dates:
January 27 and July 27 in each year from and including 27
January, 2019, to and including the Maturity Date, subject
to the Modified Following Business Day Convention
(iii)
Fixed Coupon Amount(s):
BRL 310 per Calculation Amount, payable in JPY by
applying the following formula;

BRL 310 multiplied by the BRL Rate (as defined below);
(provided that the resultant amount shall be rounded to the
nearest whole JPY with 0.5 being round up.)
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
30/360, unadjusted
(vi)
Determination Dates:
Not Applicable
(vii) Other terms relating to the
See paragraph 22 below
method of calculating interest
for Fixed Rate Notes:
16. Floating Rate Note Provisions:
Not Applicable
17. Zero Coupon Note Provisions:
Not Applicable
18. Index Linked Interest Note/other
Not Applicable
variable-linked interest Note
Provisions:
2

19. Dual Currency Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
20. Call Option:
Not Applicable
21. Put Option:
Not Applicable
22. Final Redemption Amount of each
BRL 10,000 per Calculation Amount; provided that the
Note:
Final Redemption Amount will be payable in JPY and
determined by the FX Determination Agent on the BRL
Valuation Date immediately prior to the Maturity Date by
applying the following formula:

BRL 10,000 multiplied by BRL Rate,

provided that, the resultant amount shall be rounded to the
nearest whole JPY with JPY 0.5 being rounded up.

Where:

"Brazil Business Day" means a day on which commercial
banks and foreign exchange markets settle payments and
are open for general business (including dealing in foreign
exchange and foreign currency deposits) in either one of
São Paulo, Rio de Janeiro or Brasilia.

"BRL/JPY PTAX Rate" means, in respect of a BRL
Valuation Date, the JPY/BRL offered rate for JPY,
expressed as the amount of BRL per one JPY, reported by
the Banco Central do Brasil on the following platforms or
any replacement or successor page by approximately 1:15
p.m. São Paulo time on such BRL Valuation Date:
1. www.bcb.gov.br; see "Cotacões e boletins ; or
2. Bloomberg Page<JPYBRL PTAX Curncy> ; or
3. Reuters Page < BRLJPYPTAX=CBBR > .
provided that in the event of any inconsistency between the
rate on Banco Central do Brasil's website and the rate(s) on
Bloomberg Page and/or Thomson Reuters Page, the rate on
Banco Central do Brasil's website shall prevail.

"BRL-PTAX Rate" means, in respect of a BRL Valuation
Date, the BRL/USD offered rate for USD, expressed as the
amount of BRL per one USD, reported by the Banco
Central do Brasil on the following platforms or any
replacement or successor page by approximately 1:15 p.m.
São Paulo time on such BRL Valuation Date:
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1. www.bcb.gov.br; see "Cotacões e boletins ; or
2. Bloomberg Page<BRLPTAX Curncy> ; or
3. Reuters Page <BRLPTAX=CBBR> .
provided that in the event of any inconsistency between the
rate on Banco Central do Brasil's website and the rate(s) on
Bloomberg Page and/or Thomson Reuters Page, the rate on
Banco Central do Brasil's website shall prevail.

"BRL Rate" means, with respect to a BRL Valuation Date,
the reciprocal number of the ask side of the BRL/JPY
PTAX Rate, expressed as the number of JPY per one BRL
(rounded to the nearest two decimal places with 0.005 being
rounded up) on such BRL Valuation Date.

If, for the relevant BRL Valuation Date, an Exchange Rate
Divergence has occurred, the BRL Rate will be determined
by the FX determination agent on such BRL Valuation Date
in the following manner, acting in good faith and in a
commercially reasonable manner, having taken into account
relevant market practice:
by dividing the USD/JPY Bid Rate by the USD/BRL
Reference Rate (rounded to the nearest two decimal places
with 0.005 being rounded up);

If, for the relevant BRL Valuation Date, an Exchange Rate
Divergence has not occurred and the JPY/BRL PTAX Rate
is not available, the BRL Rate will be determined by the FX
Determination Agent on such BRL Valuation Date in the
following manner, acting in good faith and in a
commercially reasonable manner, having taken into account
relevant market practice:
by dividing the USD/JPY Bid Rate by the BRL-PTAX Rate
(rounded to the nearest two decimal places with 0.005 being
rounded up). If in this instance, the BRL-PTAX Rate is also
unavailable then it shall be replaced by the USD/BRL
Reference Rate.

"BRL Valuation Date" means the day that is five (5)
Business Days prior to the Maturity Date or the date on
which amount is payable, as applicable; provided, however,
that if such BRL Valuation Date is not a Business Day, the
BRL Valuation Date shall be the immediately preceding
Business Day, and provided further, that if there is an
Unscheduled Holiday between such BRL Valuation Date
and such date of payment, there shall be no adjustment to
such BRL Valuation Date on account thereof.
4

"EMTA"
means the Emerging Markets Traders
Association.

"EMTA BRL Exchange Rate Divergence Procedures"
means, as per the "EMTA BRL Exchange Rate Divergence
Procedures" published by EMTA on January 22, 2018.

"Exchange Rate Divergence" means, with respect to the
BRL-PTAX Rate, and upon notice to the EMTA Inc.
("EMTA")membership, that, in the reasonable and
independent judgement, as notified to EMTA in accordance
with the EMTA BRL Exchange Rate Divergence
Procedures, of not less than 7 unaffiliated EMTA members
that are recognized market makers active in the BRL/USD
foreign exchange market (no less than 4 of which shall be
active participants in the onshore BRL/USD spot market),
the BRL-PTAX Rate (following a split of the exchange
rates in Brazil or otherwise) no longer reflects the then-
prevailing BRL/USD spot rate for standard-size wholesale
financial transactions involving the exchange of BRL for
USD delivered outside of Brazil.

"FX Determination Agent" means Barclays Bank PLC.
As soon as is reasonably practicable, the FX Determination
Agent shall make the required determinations and notify the
Issuer and the Calculation Agent of the amount determined
by it. The FX Determination Agent shall make all its
determinations in good faith and in a commercially
reasonable manner.

"Unscheduled Holiday" means a day that is not a Brazil
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. local time in São Paulo, two Brazil Business Days
prior to the relevant BRL Valuation Date.

"USD" means United States Dollars.

"USD/BRL Reference Rate" means the spot rate which is
the USD/BRL offered rate (expressed as the number of
BRL per one USD) determined by the FX Determination
Agent for the relevant BRL Valuation Date by requesting
five leading reference banks (selected by the FX
Determination Agent at its sole discretion) in the U.S.
5

interbank market for their ask market quotations of the
USD/BRL spot exchange rate at approximately 4:00 p.m.
New York time on such date. The highest and the lowest of
such quotations will be disregarded and the arithmetic mean
of the remaining three quotations will be USD/BRL
Reference Rate. Provided that, if only four quotations are so
provided, then USD/BRL Reference Rate shall be the
arithmetic mean of such quotations without regard to the
highest and lowest values quoted. If fewer than four
quotations but at least two quotations can be obtained then
USD/BRL Reference Rate shall be the arithmetic mean of
the quotations actually obtained by the FX Determination
Agent. If only one quotation is available, in that event, the
FX Determination Agent may determine that such quotation
shall be USD/BRL Reference Rate, and if no such quotation
is available or if the FX Determination Agent determines in
its sole discretion that no suitable reference bank who is
prepared to quote is available, USD/BRL Reference Rate
shall be determined by the FX Determination Agent in good
faith.
Provided further that, if BRL Valuation Date falls on an
Unscheduled Holiday, the USD/BRL Reference Rate will
be determined by the FX Determination Agent on such BRL
Valuation Date in its sole discretion, acting in good faith
and in a commercially reasonable manner.

"USD/JPY Bid Rate" means the USD/JPY exchange rate
(expressed as the number of JPY per one USD) as of 4:00
p.m. London time on the relevant BRL Valuation Date,
which appears under the "Bid" column on Bloomberg
Screen "WMCO" Page (or such other page or services as
may replace that page for the purpose of obtaining the bid
rate for the USD/JPY exchange rate).
If USD/JPY Bid Rate is not available on the relevant BRL
Valuation Date, the FX Determination Agent will request
five leading reference banks (selected by the FX
Determination Agent at its sole discretion) in the London
interbank market for their bid market quotations of the
USD/JPY spot exchange rate at approximately 4:00 p.m.
London time on such date. The highest and the lowest of
such quotations will be disregarded and the arithmetic mean
of the remaining three quotations will be USD/JPY Bid
Rate. Provided that, if only four quotations are so provided,
then USD/JPY Bid Rate shall be the arithmetic mean of
such quotations without regard to the highest and lowest
values quoted. If fewer than four quotations but at least two
quotations can be obtained then USD/JPY Bid Rate shall be
the arithmetic mean of the quotations actually obtained by
6

the FX Determination Agent. If only one quotation is
available, in that event, the FX Determination Agent may
determine that such quotation shall be USD/JPY Bid Rate,
and if no such quotation is available or if the FX
Determination Agent determines in its sole discretion that
no suitable reference bank who is prepared to quote is
available, USD/JPY Bid Rate shall be determined by the
FX Determination Agent in good faith and in a
commercially reasonable manner.

23. Early Redemption Amount:
As per Condition 5(c)(ii); provided that the Early
Redemption Amount will be payable in JPY, and the
amount in JPY will be calculated as follows on the BRL
Valuation Date in respect of the date on which the Early
Redemption Amount is due and payable:
Early Redemption Amount in BRL multiplied by BRL Rate,
provided that, the resultant amount shall be rounded to the
nearest whole JPY with JPY 0.5 being rounded up.
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes:
Registered Notes:

Global Certificate available on Issue Date
25. New Global Note (NGN):
No
26. Financial Centre(s) or other special
New York City, Tokyo and London and any of São Paulo,
provisions relating to payment dates:
Rio de Janeiro and Brasilia.

27. Talons for future Coupons or Receipts
No
to be attached to Definitive Notes (and
dates on which such Talons mature):
28. Details relating to Partly Paid Notes:
Not Applicable
amount of 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 Corporation
to forfeit the Notes and interest due on
late payment:
29. Details relating to installment Notes:
Not Applicable
amount of each installment, date on
which each payment is to be made:
30. Redenomination, renominalization and
Not Applicable
reconventioning provisions:
31. Consolidation provisions:
Not Applicable
32. Additional terms:
Applicable
7

(i)
Governing law:
English
DISTRIBUTION
33. (i)
If syndicated, names and
Not Applicable
addresses of Managers and
underwriting commitments:
(ii) Date of Terms Agreement:
September 13, 2018
(iii) Stabilizing Manager(s) (if any):
Not Applicable
34. If non-syndicated, name and address of
Barclays Bank PLC, London
Dealer:
5 The North Colonnade
Canary Wharf
London, E14 4BB
35. Additional selling restrictions:
Federative Republic of Brazil:
The Dealer has acknowledged that the Notes may not be
offered or sold to the public in the Federative Republic of
Brazil and that accordingly, the offering of the Notes has
not been submitted to the Brazilian Securities and Exchange
Commission for approval. The Dealer has represented and
agreed that documents relating to such offering, as well as
the information contained herein and therein, may not be
supplied to the public, as a public offering in the Federative
Republic of Brazil or be used in connection with any offer
for subscription or sale to the public in the Federative
Republic of Brazil.
RESPONSIBILITY

The Corporation accepts responsibility for the information contained in this Final Terms.

Signed on behalf of the Corporation:

By:

Duly authorized
8

PART B OTHER INFORMATION
LISTING
(i)
Listing:
Luxembourg
(ii)
Admission to trading:
Application has been made for the Notes to be admitted to
trading on the regulated market of the Luxembourg Stock
Exchange with effect from September 19, 2018.
RATINGS
Ratings:
The Notes to be issued have been rated:
S & P: AAA
Moody's: Aaa
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Plan of Distribution" in the Prospectus, so far as the Corporation is aware, no
person involved in the offer of the Notes has an interest material to the offer.
OPERATIONAL INFORMATION
Intended to be held in a manner
No
which would allow Eurosystem

eligibility:
ISIN Code:
XS1860479234
Common Code:
186047923
CUSIP:
Not Applicable
CINS:
Not Applicable
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):
Delivery:
Delivery against payment
Names and addresses of additional
Not Applicable
Paying Agent(s) (if any):

GENERAL
Applicable TEFRA exemption:
Not Applicable
9

CONFLICTS OF INTEREST
Barclays Bank PLC will be the Determination Agent under the Notes and will also be IFC's
counterparty in a related swap transaction entered into by IFC 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 IFC under
the related swap transaction are expected, as of the Issue Date, to be calculated on the same basis as the
amounts payable by IFC under the Notes. As a result, the determinations made by Barclays Bank PLC
in its discretion as a Determination 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 interest adverse to those of the Noteholders. The Noteholder understands that
although IFC will enter into the related swap transaction with Barclays Bank PLC as swap
counterparty in order to hedge its obligations under Notes, IFC'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 IFC may be
entitled thereunder.

10