Obligation African Development Bank 4.4% ( XS2047633487 ) en USD

African Development Bank

100.505 % ▲

Cote d'Ivoire

XS2047633487 ( en USD )

4.4% par an ( paiement semestriel )

06/09/2021 - Obligation échue

Prospectus brochure de l'obligation African Development Bank XS2047633487 en USD 4.4%, échue

200 000 USD

5 500 000 USD

L'Obligation émise par African Development Bank ( Cote d'Ivoire ) , en USD, avec le code ISIN XS2047633487, paye un coupon de 4.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/09/2021

Pricing Supplement dated 4 September 2019

AFRICAN DEVELOPMENT BANK
Global Debt Issuance Facility
for issues of Notes with maturities of one day or longer
Issue of USD 5,500,000 Fixed Rate Notes due 6 September 2021
This document constitutes the Pricing Supplement relating to the issue of Notes described herein. This
Pricing Supplement constitutes Final Terms for the purposes of listing and trading Notes on the
Regulated Market of the Luxembourg Stock Exchange. Terms used herein shall be deemed to be
defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 8
September 2009, as supplemented by the Supplemental Information Memorandum dated 16 January
2017 (as so supplemented, the Information Memorandum). This Pricing Supplement contains the
final terms of the Notes and must be read in conjunction with such Information Memorandum.
MIFID II product governance/Retail investors, professional investors and eligible counterparties See
paragraph 39 below.

1.
Issuer:
African Development Bank
2.
(i) Series Number:
889

(ii) Tranche Number:
1
3.
Specified Currency:
United States Dollars (USD)
4.
Aggregate Nominal Amount:

(i) Series:
USD 5,500,000

(ii) Tranche:
USD 5,500,000
5.
(i) Issue Price:
100 per cent. of the Aggregate Nominal
Amount

(ii) Net proceeds:
USD 5,500,000
6.
Specified Denominations:
USD 200,000 and integral multiples of
USD 1,000 (the Calculation Amount) in
excess thereof up to and including USD
399,000. No Notes in definitive form
will be issued in excess of USD 399,000.
7.
(i) Issue Date:
6 September 2019
(ii) Interest Commencement Date:
6 September 2019

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8.
Maturity Date:
6 September 2021 (the Maturity Date),
subject as provided in paragraph 34
below
9.
Interest Basis:
4.40 per cent. Fixed Rate (further
particulars specified below)
10.
Redemption/Payment Basis:
See paragraphs 24, 25 and 34 below
11.
Change of Interest or Redemption/Payment Basis:
Not Applicable
12.
Put/Call Options:
Not Applicable
13.
Status of the Notes:
Senior
14.
Listing:
The regulated market of the Luxembourg
Stock Exchange for the purposes of
Directive 2014/65/EU on Markets in
Financial Instruments
15.
Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Fixed Rate Note Provisions
Applicable

(i) Rate of Interest:
For the purposes of Condition 4, the Rate
of Interest payable in respect of each
Note shall be an amount per Calculation
Amount calculated in accordance with
the following formula, as determined by
the Calculation Agent in accordance with
(and subject to) paragraph 34 below:
(Calculation Amount x 4.40 per cent.) x
(Initial Spot ÷ Spot Rate)
The Rate of Interest shall be payable
semi-annually in arrear and for these
purposes the amount resulting from the
calculation made in accordance with the
above formula shall be divided by 2 in
case of the Interest Amount for any
Interest Period. The Interest Amount for
any period that is less than a full Interest
Period shall be calculated by multiplying
the amount resulting from the calculation
made in accordance with the above
formula by the Day Count Fraction.

(ii) Interest Payment Date(s):
6 March and 6 September in each year,
from, and including, 6 March 2020 up to,
and including, the Maturity Date (each a

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Scheduled Interest Payment Date),
subject in each case as provided in
paragraph 34 below and subject, in the
case of payment only, to the Following
Business Day Convention, but without
any adjustment to any Interest Period.

(iii) Fixed Coupon Amount:
See "Rate of Interest" in paragraph 16(i)
above

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Actual/365 (Fixed)

(vi) Determination Date(s):
Not Applicable

(vii) Other terms relating to the method of See paragraph 34
calculating interest for Fixed Rate Notes:
17.
Floating Rate Note Provisions
Not Applicable
18.
Zero Coupon Note Provisions
Not Applicable
19.
Index-Linked Interest Note Provisions
Not Applicable
20.
Dual Currency Interest Note Provisions
Not Applicable
21.
Variable Coupon Amount Notes:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
22.
Call Option
Not Applicable
23.
Put Option
Not Applicable
24.
Final Redemption Amount of each Note
An amount per Calculation Amount
calculated in accordance with the
following formula, as determined by the
Calculation Agent in accordance with
(and subject to) paragraph 34 below:
Calculation Amount x (Initial Spot Rate
÷ Spot Rate)
25.
Early Redemption Amount
An amount per Calculation Amount
calculated in accordance with the
Early Redemption Amount(s) of each Note following formula, as determined by the
payable on event of default and/or the method of Calculation Agent in accordance with
calculating the same (if required or if different (and subject to) paragraph 34 below and
from that set out in the Conditions):
the accrued interest thereon:
Calculation Amount x (Initial Spot Rate
÷ Spot Rate)
26.
Variable Redemption Amount Notes
Not Applicable

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GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes:

Bearer Notes:
Applicable
Temporary
Bearer
Global
Note
exchangeable for a Permanent Bearer
Global Note which is exchangeable for
Definitive Bearer Notes in the limited
circumstances specified in the Permanent
Global Note.

Registered Notes:
Not Applicable
(i) DTC Application:

No
(ii) Australian Domestic Notes:

No
28.
Relevant Financial Centre(s) or other special New York City
provisions relating to Payment Dates:
For the purposes of Conditions 4 and 6,
"Business Day" means a day (other than
Saturday
or
Sunday)
on
which
commercial banks and foreign exchange
markets settle payments and are open for
general business in London, New York
City and Gaborone.
29.
Talons for future Coupons to be attached to Not Applicable
Definitive Bearer Notes (and dates on which such
Talons mature):
30.
Details relating to Partly Paid Notes: amount of Not Applicable
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 Issuer to forfeit the Notes and
interest due on late payment:
31.
Details relating to Instalment Notes: amount of Not Applicable
each instalment, date on which each payment is to
be made:
32.
Redenomination,
renominalisation
and Applicable, in accordance with the
reconventioning provisions:
relevant legislation
33.
Consolidation provisions:
Not Applicable
34.
Other terms or special conditions:

4

(i) Payment of Note Amounts:
Each Fixed Coupon Amount, principal
amount, redemption amount, accrued
interest amount or other amount payable
in respect of the Notes (each a Note
Amount) shall, subject as provided
below, be determined by the Calculation
Agent using the Spot Rate on the day
falling two Calculation Business Days
before the Scheduled Interest Payment
Date or Maturity Date for such Note
Amount or other date on which such
amount first becomes due and payable
(Other Scheduled Payment Date) (each
a Valuation Date) and promptly
communicated to the Issuer.
If the Calculation Agent determines at
any time on a Valuation Date that a
Disruption Event has occurred or is
continuing
it
shall
delay
the
determination of the Spot Rate until the
next Calculation Business Day on which
no Disruption Event exists, but if there
continues to be a Disruption Event on
each of the 14 calendar days immediately
following such Valuation Date, the
Calculation Agent shall determine the
Spot Rate on the Calculation Business
Day immediately following the end of
such 14 calendar day period acting in
good faith, in a commercially reasonable
manner and in consultation with the
Issuer
and
having
taken
into
consideration relevant market practice. In
any such case the relevant Note Amount
shall be paid as soon as practicable after
the Spot Rate has been determined by the
Calculation
Agent
and
promptly
communicated to the Issuer but in any
event no later than two Calculation
Business Days after such rate has been
determined and so communicated and the
relevant Interest Payment Date or Other
Scheduled Payment Date or the Maturity
Date, as the case may be, shall be
postponed accordingly. No interest or
other payment shall be made in respect of
any such delay.
The Calculation Agent will promptly
inform the Issuer and the Noteholders of
the occurrence of any Disruption Event

5

and the consequences thereof for
payment of any Note Amount. The
Calculation Agent will at all times act in
good faith and in a commercially
reasonable manner when performing its
duties and making any calculations and
determinations in respect of the Notes.
For the purposes of this Pricing
Supplement:
Calculation
Agent
means
ICBC
Standard
Bank
Plc,
including
its
successors, unless ICBC Standard Bank
Plc fails to perform any of its duties or
obligations as Calculation Agent, in
which case the Issuer or another entity
appointed by it will act as Calculation
Agent.

Calculation Business Day means a day
on which commercial banks effect (or,
but for the occurrence of any Disruption
Event,
would
have
effected)
the
conversion of Botswana Pula (BWP) into
USD or the delivery of USD or BWP, in
accordance with the market practice of
the
foreign
exchange
market
in
Gaborone, London and New York City.

Disruption Event means either or both
of an Inconvertibility Event or a Market
Disruption Event.

Domestic
Securities
means
debt
securities issued by the government of
the Republic of Botswana and trading or
settling in a clearing system within the
Republic of Botswana.

Inconvertibility Event means, any
determination by the Calculation Agent,
acting in good faith, in a commercially
reasonable manner and in consultation
with the Issuer, that one or more of the
following events has occurred:

(i)
the Spot Rate cannot be determined
in the manner set out in this
paragraph 34(i);

(ii)
the adoption, giving, making or
implementation
of
any
law,
regulation, notice, directive, order

6

or decree (in each case, whether or
not having the force of law)
announced and/or issued after the
Issue Date, by any government or
regulatory authority or competent
authority, or the announcement that
such adoption is to take place,
which has the effect of imposing
any new or additional limitation,
prohibition or restriction on or
otherwise prevents the conversion
into USD or repatriation in USD of
(a) non-resident owned BWP or (b)
BWP proceeds from redemption or
sale of Domestic Securities or (c)
BWP interest paid on Domestic
Securities; or

(iii)
the adoption, giving, making or
implementation
of
any
law,
regulation, notice, directive, order
or decree (in each case, whether or
not having the force of law)
announced and, or issued, after the
Issue Date, by any governmental
or
regulatory
authority
or
competent
authority,
or
the
announcement that such adoption
is to take place, which has the
effect of imposing any new or
additional limitation, prohibition
or restriction on or otherwise
prevents the delivery of BWP to
the Calculation Agent's account in
the Republic of Botswana; or

(iv)
any action, event or circumstance
whatsoever which:

a) has the direct or indirect effect of
hindering, limiting or restricting
the convertibility of BWP into
USD through customary legal
channels, or the transfer of BWP
from the Republic of Botswana
to any other country (including,
without
limitation,
the
imposition
of
any
delay,
increased costs or discriminatory
rates of exchange or current or
future restrictions on conversion
or repatriation of BWP into
USD); and/or

7

b) results in the unavailability of
BWP in the interbank foreign
exchange market.

Initial Spot Rate means BWP 11.013
per USD 1.00.

Market Disruption Event means, in the
determination of the Calculation Agent,
acting in good faith, in a commercially
reasonable manner and in consultation
with the Issuer, any event, other than an
Inconvertibility Event, as a result of
which the Calculation Agent is unable to
determine any Note Amount, which
event shall include, without limitation:

(i)
a natural or man-made disaster,
armed conflict, act of terrorism,
riot, labour disruption or any other
circumstance beyond its control; or

(ii)
the
enactment,
promulgation,
execution, ratification or adoption
of, or any change in or amendment
to, any rule, law, regulation or
statute (or in the applicability or
official interpretation of any rule,
law, regulation or statute) or the
issuance of any order or decree.

The Spot Rate is to be determined by the

Calculation Agent using any available
information and sources it deems
relevant, including:

(i)
quotations
(either
firm
or
indicative) supplied by one or more
leading dealers, banks or banking
corporations, which deal in BWP,
selected by the Calculation Agent,
acting in good faith and in a
commercially reasonable manner;
or

(ii)
information consisting of relevant
market data in the relevant market
supplied by one or more third
parties,
including,
without
limitation, relevant rates, prices,
yields, yield curves, volatilities,
spreads, correlations or other

8

relevant market data; or

(iii)
information of the types described
in (i) or (ii) above from internal
sources (including any of the
Calculation Agent's affiliates) if
that information is of the same
type used by the Calculation
Agent in the regular course of its
business for the valuation of
foreign
exchange
transactions
involving the relevant currencies.

(ii)
Representations,
Warranties
and An investor purchasing the Notes will be
Acknowledgments by the investor
deemed to represent and warrant that:

(a) the investor acknowledges and
accepts all risks including, but not

limited to, foreign exchange, credit,
sovereign,
convertibility
and/or

country risks, and any other risks
associated
with
purchasing,

investing in and/or holding the
Notes;

(b) the
investor
has
sufficient

knowledge,
experience
and
professional advice to make and has

made and will continue to make its
own legal, tax, accounting and other

business evaluations of the merits
and risks of investment in the Notes

and is not relying on the views or

the advice of, or any information
with respect to the Notes provided

by the Issuer in that regard;

(c) the investor has full legal power and
authority to purchase and invest in

the Notes;

(d) the purchase of the Notes and
receipt of any payment of principal

or interest thereunder does not
violate or conflict with any law

applicable to the investor, any
provision
of
the
investor's

constituting documents, any order
of any court or other governmental

agency applicable to the investor, or
any contractual restriction binding

on the investor or affecting its
assets;

9

(e) the investor is purchasing the Notes
for the investor's own account and

no other person shall have an
interest in the Notes; and
(f) the investor is solely responsible for
making
its
own
independent
appraisal of the Issuer and of risks
associated with investing in the
Notes.
35.
Governing law:
English Law
DISTRIBUTION
36.
(i) If syndicated, names of Managers:
Not Applicable

(ii) Stabilising Manager (if any):
Not Applicable
37.
If non-syndicated, name of Dealer:
ICBC Standard Bank Plc
38.
Additional selling restrictions:
None

39.
MiFID II product governance/Retail investors, The Issuer is not subject to Directive
professional investors and eligible counterparties:
2014/65/EU (as amended, MiFID II) or
the requirements of an "investment firm",
"manufacturer" or "distributor" under the
MiFID II product governance rules of EU
Delegated Directive 2017/593. For the
purposes of MiFID II, the Dealer shall be
deemed the "manufacturer" in respect
of the Notes. Solely for the purposes of
the 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 MiFID II; and (ii) all channels for
distribution of the Notes to eligible
counterparties and professional clients
are
appropriate,
subject
to
the
distributor's
suitability
and
appropriateness obligations under MiFID
II,
as
applicable.
Any
person
subsequently
offering,
selling
or
recommending the Notes (a distributor)
should take into consideration the
manufacturer's 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

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