Obligation Tunisie 6.75% ( XS1901183043 ) en EUR

Tunisie

100 % ▲

Tunisie

XS1901183043 ( en EUR )

6.75% par an ( paiement annuel )

30/10/2023 - Obligation échue

Prospectus brochure de l'obligation Tunisia XS1901183043 en EUR 6.75%, échue

100 000 EUR

500 000 000 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 émise par Tunisie ( Tunisie ) , en EUR, avec le code ISIN XS1901183043, paye un coupon de 6.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/10/2023

Banque Centrale de Tunisie
acting on behalf of
The Republic of Tunisia
500,000,000 6.75% Notes due 2023
Issue Price: 98.975%
The 500,000,000 6.75% Notes due 2023 (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 31 October in each year, commencing on 31 October 2019. 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".
Unless previously purchased and cancelled, the Notes will be redeemed at their principal amount, together with accrued interest, on 31 October 2023.
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 "Transfer
Restrictions" and "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") and within the United
States to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A"). Prospective purchasers are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
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 2014/65/EU of
the European Parliament and of the Council on markets in financial instruments.
The Notes are expected to be rated B2 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 that are offered and sold in reliance on Regulation S (the "Unrestricted Notes") will be represented by beneficial interests in a global note (the
"Unrestricted Global Note") and the Notes that are offered and sold in reliance on Rule 144A (the "Restricted Notes") will be represented by beneficial
interests in a global note (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes"), in each case in registered form
and without interest coupons attached, which will in each case be registered in the name of Citivic Nominees Limited, as nominee for, and will be deposited on
or about 31 October 2018 (the "Issue Date") with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg"). Interests in the Restricted Global Note will be subject to certain restrictions on transfer. Beneficial interests in the Global
Notes will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear, 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 Notes.
JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS

Citigroup
Deutsche Bank
J.P. Morgan
NATIXIS

The date of this Prospectus is 29 October 2018.

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 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 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 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 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 or accept any responsibility
for any act or omission of the Issuers or any other person (other than the relevant Joint Lead Manager) in connection
with the issue and offering of the Notes. Each of 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.
MiFID II Product Governance: Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and
(ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC 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.
i

ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES 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.
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.

ii

PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES
All references in this document to "Tunisian Dinars", "Dinars", "millimes" 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)

2013
2014
2015
2016
2017

(TD per unit of currency unless otherwise indicated)

USD ................................................................
1.6254
1.7001
1.9623
2.1472
2.4195
JPY(2) ..............................................................
16.5585
16.0005
16,1265
19.6675
21.3218
EUR ................................................................
2.1595
2.2531
2.1770
2.3740
2.7238
_________________
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.
iii

The following table sets forth the monthly exchange rate of the Tunisian Dinar against the U.S. Dollar and the Euro
in 2017 and 2018:
Average Monthly Exchange Rates(1)
Month
U.S. Dollar
Euro

January 2017 .................................................................................
2.3219
2.4650
February 2017 ...............................................................................
2.2902
2.4321
March 2017 ...................................................................................
2.3016
2.4450
April 2017 ......................................................................................
2.3684
2.5312
May 2017 .......................................................................................
2.4535
2.7168
June 2017 .......................................................................................
2.4514
2.7597
July 2017 ........................................................................................
2.4700
2.7947
August 2017 ...................................................................................
2.4589
2.8565
September 2017 .............................................................................
2.4475
2.9105
October 2017 .................................................................................
2.4839
2.9174
November 2017 .............................................................................
2.4964
2.9240
December 2017 ..............................................................................
2.4894
2.9372
January 2018 .................................................................................
2.4625
2.9601
February 2018 ...............................................................................
2.4245
2.9761
March 2018 ....................................................................................
2.4270
2.9814
April 2018 ......................................................................................
2.4276
2.9948
May 2018 .......................................................................................
2.5163
3.0258
June 2018 .......................................................................................
2.6013
3.0936
July 2018 ........................................................................................
2.6548
3.1395
August 2018 ...................................................................................
2.7575
3.1708
September 2018 .............................................................................
2.7763
3.2374
_________________
Note:
(1) The monthly average of the daily interbank rates on the Tunisian interbank foreign exchange market as published by the Bank.
On 24 October 2018, the closing U.S. Dollar/Tunisian Dinar rate of exchange as reported by the Bank was
TD 2.8549 = U.S.$1.00, the closing Japanese Yen/Tunisian Dinar rate of exchange as reported by the Bank was
TD 25.3624 = JPY1,000 and the closing Euro/Tunisian Dinar rate of exchange as reported by the Bank was
TD 3.2550 = 1.00.
GDP growth figures are calculated by dividing GDP at constant market prices for the current year by GDP at
current market prices for the previous year.
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.
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.

iv

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".

v

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 61.6% of Tunisian foreign trade in 2016 and
62.2% of Tunisian foreign trade in 2017; 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.

vi

TABLE OF CONTENTS
IMPORTANT NOTICES .................................................................................................................................... i
PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES .................................... iii
JURISDICTION AND ENFORCEMENT ......................................................................................................... v
FORWARD-LOOKING STATEMENTS ......................................................................................................... vi
RISK FACTORS ................................................................................................................................................ 1
OVERVIEW ..................................................................................................................................................... 19
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 24
PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM AND CLEARING AND
SETTLEMENT ARRANGEMENTS ............................................................................................................... 40
TRANSFER RESTRICTIONS ......................................................................................................................... 43
USE OF PROCEEDS ....................................................................................................................................... 45
THE REPUBLIC OF TUNISIA ....................................................................................................................... 46
THE TUNISIAN ECONOMY ......................................................................................................................... 61
FOREIGN TRADE AND BALANCE OF PAYMENTS ................................................................................ 97
PUBLIC FINANCE ........................................................................................................................................ 110
PUBLIC DEBT ............................................................................................................................................... 123
THE BANK AND THE BANKING SYSTEM ............................................................................................. 140
TAXATION .................................................................................................................................................... 167
SUBSCRIPTION AND SALE ....................................................................................................................... 168
GENERAL INFORMATION ......................................................................................................................... 174

vii

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 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.
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. Certain emerging markets, including Turkey and Argentina, are currently experiencing economic
adverse events, including depreciations of the local currency and rising inflation. Such events may reduce investors'
interest in emerging markets in general, including Tunisia, and there can be no assurance that Tunisia will not be
affected by investors' reactions to the negative economic conditions in Turkey, Argentina or elsewhere or more
generally if a "contagion" effect occurs.
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.

1

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
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 and been trained by Daesh and other similar militant groups.
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 captured significant territories in these regions, although the territory
controlled by Daesh has been substantially reduced in recent months. In addition, while Daesh no longer controls all of
the border crossings between Iraq and Syria, the ability of the Iraqi and Syrian governments to control the movement of
persons, goods and arms between the two countries remains limited.
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 militant groups and because they may
return to their home countries and seek to carry out terrorist or similar attacks on behalf of, or in the name of, such other
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. 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 was most recently extended for a one-month
period in October 2018 and 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. In August 2017, two soldiers on patrol in Kasserine were wounded by an
improvised explosive device. In July 2018, Islamic militants killed six members of Tunisia's security forces in
Jendouba province.
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,
further incidents of terrorism may adversely affect key sectors of the Tunisian economy and result in a 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 region has generally increased since the terrorist
attacks of 11 September 2001, the U.S.-led intervention in Iraq, the ongoing conflict in Syria, the threat of Daesh and
the instability and conflict in Libya, which is a neighbour of Tunisia.

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