Obligation African Development Bank 4.75% ( XS2125303367 ) en BRL

Société émettrice African Development Bank
Prix sur le marché refresh price now   89.35 %  ⇌ 
Pays  Cote d'Ivoire
Code ISIN  XS2125303367 ( en BRL )
Coupon 4.75% par an ( paiement annuel )
Echéance 04/03/2025



Prospectus brochure de l'obligation African Development Bank XS2125303367 en BRL 4.75%, échéance 04/03/2025


Montant Minimal 5 000 BRL
Montant de l'émission 125 000 000 BRL
Prochain Coupon 04/03/2024 ( Dans 160 jours )
Description détaillée L'Obligation émise par African Development Bank ( Cote d'Ivoire ) , en BRL, avec le code ISIN XS2125303367, paye un coupon de 4.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/03/2025

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INFORMATION MEMORANDUM
African Development Bank
Global Debt Issuance Facility
For issues of Notes with maturities of one day or longer
This Information Memorandum comprises neither a base prospectus for the purposes of Article 5.4
of Directive 2003/71/EC (the ``Prospectus Directive'') nor a document for listing purposes under the Euro
MTF market of the Luxembourg Stock Exchange but does comprise a base prospectus solely for the
purposes of the Luxembourg Law on prospectuses for securities insofar as it applies to exempt issuers
under Article 1(2)(b) of the Prospectus Directive. Application has been made to the Luxembourg Stock
Exchange for notes (the ``Notes'') issued under the global debt issuance facility (the ``Facility'') described
in this Information Memorandum to be admitted to the official list of the Luxembourg Stock Exchange
(the ``Official List'') and to trading on the regulated market of the Luxembourg Stock Exchange. The
regulated market of the Luxembourg Stock Exchange is the regulated market for the purposes of
Directive 2004/39/EC on Markets in Financial Instruments. References in this Information Memorandum
to Notes being ``listed'' (and all related references) shall mean that such Notes have been admitted to the
Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Facility
provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between
the Bank and the relevant Dealer(s) in relation to each issue. Unlisted Notes may also be issued pursuant
to the Facility. The applicable Pricing Supplement in respect of the issue of any Notes will specify
whether and on which exchange such Notes will be listed or whether such Notes will be unlisted. This
Information Memorandum supersedes and replaces the Information Memorandum dated 8 July 2008.
Arranger
Citi
Dealers
Australia and New Zealand Banking Group Limited
BofA Merrill Lynch
Barclays Capital
BNP PARIBAS
Citi
Commerzbank
Credit Suisse
Daiwa Securities SMBC Europe
Goldman Sachs International
HSBC
J.P. Morgan
Mitsubishi UFJ Securities International plc
Mizuho International plc
Morgan Stanley
Nomura International
Shinkin International
Socie´te´ Ge´ne´rale Corporate & Investment Banking
Standard Bank
Standard Chartered Bank
TD Securities
Information Memorandum dated 8 September 2009


The African Development Bank (referred to herein as the ``Bank'') represents that it has taken all
reasonable care to ensure that the information concerning the Bank contained in this Information
Memorandum is true and accurate in all material respects on the date of this Information Memorandum
and that as of the date hereof there are no other material facts in relation to the Bank the omission of which
would make misleading any statement herein, whether of fact or of opinion.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in
this Information Memorandum or any other information provided by the Bank in connection with the
Programme.
No person is authorised to give any information or to make any representation not contained in the
Information Memorandum or any pricing supplement (each a ``Pricing Supplement'', referred to on page 8
hereof and comprising final terms solely for the purposes of the Luxembourg Law on prospectuses for
securities insofar as it applies to exempt issuers under Article 1(2)(b) of the Prospectus Directive) in
connection with the offering of the Notes. If any such information or representation is nevertheless given or
made by any dealer, broker, seller or other person, it must not be relied upon as having been authorised by
the Bank or by any of the Dealers (as defined in ``Subscription and Sale'' below).
The issue of this Information Memorandum or any Pricing Supplement and the issue, subscription,
offering and sale of the Notes are not a waiver by the Bank or by any of its members, Governors, Directors,
Alternates, officers or employees of any of the rights, immunities, privileges or exemptions conferred upon
any of them by the Agreement Establishing the African Development Bank (as amended) (the
``Agreement''), or by any statute, law or regulation of any member of the Bank or any political
subdivision of any member, all of which are hereby expressly reserved. The Bank is, however, amenable to
suit in respect of its obligations under the Notes in accordance with the terms and conditions of the Notes.
THE NOTES ARE NOT AN OBLIGATION OF ANY GOVERNMENT.
The Notes may not be offered, sold or delivered, nor may this Information Memorandum, any Pricing
Supplement or any other offering material be distributed, in any country or jurisdiction except in
circumstances that will result in compliance with all applicable laws and regulations. No action has been or
will be taken by the Bank or the Dealers that would permit a public offering of the Notes or the circulation
or distribution of this Information Memorandum, in proof or final form, any Pricing Supplement, or any
offering material in relation to the Bank or the Notes in any country or jurisdiction where action for that
purpose is required.
The Notes are not required to be registered under the United States Securities Act of 1933, as amended
(the ``Securities Act''). Accordingly, no registration statement has been filed with the US Securities and
Exchange Commission (the ``Commission''). THE NOTES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY
OR
ADEQUACY
OF
THIS
INFORMATION
MEMORANDUM.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
Notes in bearer form (``Bearer Notes'') are subject to US tax law requirements. Subject to certain
exceptions, Bearer Notes may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, United States persons.
Notes denominated in Australian dollars and issued in Australia (``Australian Domestic Notes'') will
be offered only in the wholesale capital markets and on the basis that no disclosure to investors is required
under Part 6D.2 of the Corporations Act 2001 of the Commonwealth of Australia. The Bank is not
authorised under the Banking Act 1959 of the Commonwealth of Australia to carry on banking business
nor is the Bank subject to prudential supervision by the Australian Prudential Regulation Authority. The
obligations of the Bank are not guaranteed by the Commonwealth of Australia. Amendments to the Terms
and Conditions set out herein which are applicable to Australian Domestic Notes will be set out in the
relevant Pricing Supplement.
This Information Memorandum (or any Pricing Supplement issued in connection with it) does not
constitute an offer of, or an invitation by or on behalf of the Bank or any of the Dealers to subscribe for or
purchase, any of the Notes.
2


In this Information Memorandum, unless otherwise specified, references to ``EUR'', ``euro'' and ``B''
are to the lawful currency of the Member States of the European Union that have adopted the single
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 to ``U.S.$ and ``U.S. dollars''
or ``dollars'' are to United States dollars and references to ``A$'' and ``Australian dollars'' are to the lawful
currency of the Commonwealth of Australia.
In connection with the issue of any Tranche of Notes under the Facility, the Dealer or Dealers (if any)
named as the Stabilising Manager(s) in the applicable Pricing Supplement (or any person(s) acting on
behalf of any Stabilising Manager(s)) may over-allot Notes or effect transactions with a view to supporting
the price of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or any agent of the Stabilising Manager(s)) will undertake
stabilisation action. Any stabilisation action may begin at any time after the adequate public disclosure of
the Pricing Supplement for the offer of the relevant Tranche of 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 relevant Tranche of Notes
and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilising Manager(s) (or any agent of such Stabilising
Manager(s)) in accordance with all applicable laws and rules.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated by reference in, and to form part of,
this Information Memorandum:
(i)
the most recent publicly available information statement (the ``Information Statement'') of
the Bank, beginning with the Information Statement dated 10 August 2009;
(ii)
the most recently published financial statements and reports of the independent auditors of
the Bank contained in the annual reports of the Bank;
(iii) any amendment or supplement to the Information Statement or to this Information
Memorandum; and
(iv) with respect to any Notes issued by the Bank, the relevant Pricing Supplement,
except that any statement contained in this Information Memorandum and any of the documents
incorporated by reference in, and forming part of, this Information Memorandum shall be deemed to be
modified or superseded for the purpose of this Information Memorandum to the extent that a statement
contained in a document subsequently incorporated by reference in this Information Memorandum
modifies or supersedes that statement.
3


The Bank will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral or
written request therefor, a copy of this Information Memorandum (or any document incorporated by
reference in this Information Memorandum). Written or oral requests for such documents should be
directed to the specified office of any Paying Agent or the specified office of the Listing Agent in
Luxembourg.
In addition, the Bank is subject to certain informational requirements of Regulation AFDB
promulgated by the Securities and Exchange Commission under Section 9(A) of the African
Development Bank Act of the United States, and in accordance therewith files its annual report,
regular quarterly financial statements and other information with the Commission. Such reports, financial
statements and other information can be inspected at the public reference room of the Commission at
100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of such material can be obtained
from the Public Reference Section of the Commission at the above address at prescribed rates.
4


TABLE OF CONTENTS
Summary of the Facility..........................................................................................................................
6
Terms and Conditions of the Notes ......................................................................................................
10
Summary of Provisions relating to the Notes while in Global Form ..............................................
25
Use of Proceeds........................................................................................................................................
27
Risk Factors ..............................................................................................................................................
28
Taxation .....................................................................................................................................................
31
Related Derivatives Transactions ..........................................................................................................
42
Subscription and Sale ..............................................................................................................................
43
Form of Pricing Supplement ..................................................................................................................
46
General Information ................................................................................................................................
53
5


SUMMARY OF THE FACILITY
The following is a brief summary only and should be read, in relation to any series of Notes, in
conjunction with the relevant Pricing Supplement and, to the extent applicable, the Terms and
Conditions of the Notes set out on pages 10 to 24 hereof.
Issuer
African Development Bank.
Arranger
Citigroup Global Markets Limited.
Dealers
Australia and New Zealand Banking Group Limited, Barclays Bank
PLC,
BNP
Paribas,
Citigroup
Global
Markets
Limited,
Commerzbank
Aktiengesellschaft,
Credit
Suisse
Securities
(Europe) Limited, Daiwa Securities SMBC Europe Limited,
Goldman Sachs International, HSBC Bank plc, J.P. Morgan
Securities Ltd., Merrill Lynch International, Mitsubishi UFJ
Securities International plc, Mizuho International plc, Morgan
Stanley & Co. International plc, Nomura International plc, Shinkin
International Ltd., Socie´te´ Ge´ne´rale, Standard Bank Plc, Standard
Chartered Bank and The Toronto-Dominion Bank and any other
dealer appointed from time to time by the Bank and specified in the
relevant Pricing Supplement.
Issuing and Paying Agent
Citibank, N.A. and/or such other agent(s) as may be specified in the
relevant Pricing Supplement.
Registrar
Citibank, N.A. and/or such other registrar as may be specified in the
relevant Pricing Supplement.
Transfer Agent
Dexia Banque Internationale a` Luxembourg, socie´te´ anonyme
and/or such other agent(s) as may be specified in the relevant
Pricing Supplement.
Listing Agent
Dexia Banque Internationale a` Luxembourg, socie´te´ anonyme
and/or such other agent(s) as may be specified in the relevant
Pricing Supplement.
Facility Amount
Notes may be issued and outstanding in an unlimited aggregate
principal amount.
Availability
The Facility will be continuously available and will be uncommitted.
Form of Notes
The Notes may be issued in bearer form or in registered form. Notes
in registered form may not be exchanged for Notes in bearer form.
Notes issued in bearer form will initially be represented by
temporary global notes, which will be deposited (if the Notes are
not intended to be issued in NGN form) with a common depositary
for Euroclear Bank SA/NV, (``Euroclear'') and/or Clearstream
Banking,
socie´te´
anonyme,
Luxembourg
(``Clearstream,
Luxembourg'') and/or any other relevant clearing system or (if the
Notes are intended to be issued in NGN form) with a common
safekeeper for Euroclear or Clearstream, Luxembourg. Each
permanent global note will also be exchangeable in whole but not
in part for Notes in definitive form in accordance with its terms.
Bearer Notes in definitive form will, if interest bearing, either have
interest coupons attached or have a grid for recording the payment of
interest endorsed thereon.
Clearing Systems
Notes shall be accepted for clearing through one or more clearing
systems as specified in the applicable Pricing Supplement. These
systems shall include, in the United States, the system operated by
The Depository Trust Company and, outside the United States, the
systems operated by Euroclear, Clearstream, Luxembourg and, in
Australia, the system operated by Austraclear Limited.
6


Status of Notes
Notes may be issued as senior notes (``Senior Notes'') or
subordinated notes (``Subordinated Notes'') and will be direct,
unsecured and general obligations of the Bank.
The Senior Notes will rank pari passu without any preference one
above the other by reason of priority of date of issue, currency of
payment or otherwise with all other unsecured obligations of the
Bank, present and future, except to the extent that any such
obligations are by their terms expressed to be subordinated in right of
payment. The Subordinated Notes, in the event a call is made by the
Bank on its callable capital in accordance with the Agreement, will
be subordinated as provided in the Subordinated Notes to the Senior
Notes of the Bank; unless and until a call is made by the Bank, the
Subordinated Notes will rank pari passu without any preference one
above the other by reason of priority of date of issue, currency of
payment or otherwise with Senior Notes of the Bank.
Interest Rates
Notes may be interest bearing or non-interest bearing. Interest (if
any) may be at a fixed or floating rate and may vary during the
lifetime of the relevant Series.
Variable Coupon Amount Notes
The Pricing Supplement issued in respect of each issue of Variable
Coupon Amount Notes will specify the basis for calculating the
amounts of interest payable, which may be by reference to a variety
of financial instruments, a currency exchange rate or any other index
or formula or as otherwise provided in the relevant Pricing
Supplement.
Zero Coupon Notes
Zero Coupon Notes may be issued at a discount to par and will not
bear interest.
Variable Redemption Amount
The Pricing Supplement issued in respect of each issue of Variable
Notes
Redemption Amount Notes will specify the basis for calculating the
redemption amounts payable, which may be by reference to a variety
of financial instruments, a currency exchange rate or any other index
or formula or as otherwise provided in the relevant Pricing
Supplement.
Other Notes
Terms applicable to High Interest Notes, Low Interest Notes, Step-
up Notes, Step-Down Notes, Dual Currency Notes, Reverse Dual
Currency Notes, Optional Dual Currency Notes, Index-Linked Notes
and any other type of Notes which the Bank and any Dealer or
Dealers may agree to issue under the Facility, subject to compliance
with all applicable relevant laws, regulations and directives, will be
set out in the relevant Pricing Supplement.
Negative Pledge
The Notes have the benefit of a negative pledge in respect of
Relevant Indebtedness as more fully described under ``Terms and
Conditions of the Notes''.
Events of Default
The events of default under the Notes are as specified below under
``Terms and Conditions of the Notes''.
Cross Default
Notes will be issued with the benefit of a cross-default provision, as
described under ``Terms and Conditions of the Notes''.
Currencies
Notes may be denominated in such currency or currency units as may
be agreed among the Bank, the relevant Dealer(s) and the Issuing
and Paying Agent (including, without limitation, the Euro, the
Japanese Yen, the Pound Sterling, the United States Dollar, the
Canadian Dollar, the Singapore Dollar, the Swiss Franc, the
Australian Dollar and the New Zealand Dollar), subject to
compliance with all applicable legal or regulatory requirements.
7


Issuance in Series
Notes will be issued in a series (each a ``Series''). The Notes of each
Series will all be subject to identical terms, whether as to currency,
interest or maturity or otherwise, or terms which are identical except
that the issue date, the amount of the first payment of interest and/or
the denomination thereof may be different. Each Series may
comprise
one
or
more
tranches
(``Tranches''
and
each,
a
``Tranche'') issued on different issue dates. A Series may only be
comprised of Notes in bearer form or Notes in registered form.
Issue Price
Notes may be issued at par or at a discount or premium to par. Partly
paid Notes may be issued, the issue price of which will be payable in
two or more instalments.
Maturity of Notes
Notes may be issued with maturities of one day or longer as may be
agreed between the Bank and the relevant Dealer and as indicated in
the applicable Pricing Supplement, subject to such minimum or
maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the Bank or the relevant specified currency.
Denominations
Notes will be issued in such denominations as may be agreed
between the Bank and the relevant Dealer and as specified in the
relevant Pricing Supplement, subject to compliance with all
applicable legal and regulatory requirements, and in accordance
with usual market practice.
Early Redemption
Early redemption will be permitted only to the extent specified in the
relevant Pricing Supplement and then only subject to any applicable
legal or regulatory limitations.
Redemption
Notes may be redeemable at par or at such other redemption amount
as may be specified in the relevant Pricing Supplement.
Taxation
Each Series of Notes and the interest thereon will not be exempt
from taxation generally but, under the Agreement, are not, in certain
circumstances, subject to any tax by a member country, as more fully
described in ``Taxation'' below.
Governing Law
The
Notes,
all
related
contractual
documentation
and
any
non-contractual obligations arising out of or in connection with the
Notes or such related contractual documentation will be governed
by, and construed in accordance with, English law, except as
otherwise specified in the relevant Pricing Supplement.
Listing and Trading
Each Series of Notes may be listed and traded on the regulated
market of the Luxembourg Stock Exchange and/or admitted to
listing, trading and/or quotation by any other listing authority, stock
exchange, regulatory market and/or quotation system as may be
agreed between the Bank and the relevant Dealer or they may be
unlisted, as specified in the relevant Pricing Supplement.
Terms and Conditions
The terms and conditions applicable to each Series (the ``Terms and
Conditions'') will be agreed between the Bank and the relevant
Dealer or other purchaser at or prior to the time of issuance of such
Series, and will be specified in the relevant Pricing Supplement. The
Terms and Conditions applicable to each Series will therefore be
those set out on pages 10 to 24 hereof as supplemented, modified or
replaced by the relevant Pricing Supplement.
Enforcement of Notes in Global
In the case of Notes in global form, individual investors' rights will be
Form
governed by a Deed of Covenant dated 8 September 2009 and
available for inspection at the specified office of the Issuing and
Paying Agent.
8


Pricing Supplements
The commercial terms of each trade will be set forth in Pricing
Supplements which, where applicable, will be annexed to the global
notes and (i) define the legal terms of the issue and (ii) act as a
mechanism for listing the Notes. For the purpose of the Luxembourg
Law on prospectuses for securities insofar as it applies to exempt
issuers under Article 1(2)(b) of the Prospectus Directive, all
references in this document to ``Pricing Supplement'' should be
read and construed as references to ``Final Terms''.
Selling Restrictions
The Dealers have undertaken to comply with appropriate UK, US,
Australian and all other applicable selling restrictions, as more fully
described in ``Subscription and Sale'' below. Further restrictions may
be required in connection with any particular Tranche of Notes and
will be specified in the documentation relating to such Tranche.
9


TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes and other debt obligations issued under the
Facility which (subject to completion and amendment) will be applicable to each Series of Notes provided
that the relevant Pricing Supplement in relation to any Series of Notes may specify other Terms and
Conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and
Conditions, replace the following Terms and Conditions for the purposes of such Series of Notes.
1.
General
Unless otherwise specified in the relevant Pricing Supplement, the notes and other debt obligations
(the ``Notes'') issued under the facility (the ``Facility'') are issued with the benefit of an issuing and
paying agency agreement dated 8 September 2009 (the ``Issuing and Paying Agency Agreement'' which
expression shall include any further amendment or supplements thereto or restatements thereof) and
made between the African Development Bank (the ``Bank'') and Citibank, N.A. London as issuing and
paying agent (the ``Issuing and Paying Agent'', which expression shall include any substitute Issuing and
Paying Agent successor to Citibank, N.A. in its capacity as such), Citibank, N.A. London as principal
registrar (the ``Principal Registrar'', which expression shall include any substitute Principal Registrar
successor to Citibank, N.A. in its capacity as such), The Bank of New York Mellon as first alternative
registrar (the ``First Alternative Registrar'', which expression shall include any substitute First
Alternative Registrar successor to Bank of New York Mellon in its capacity as such), Citibank, N.A.,
New York, as second alternative registrar (the ``Second Alternative Registrar'', which expression shall
include any substitute Second Alternative Registrar successor to Citibank, N.A., New York in its capacity
as such), Dexia Banque Internationale a` Luxembourg, socie´te´ anonyme, as transfer agent (the ``Transfer
Agent'', which expression shall include any substitute Transfer Agent successor to Dexia Banque
Internationale a` Luxembourg, socie´te´ anonyme, in its capacity as such) and certain other financial
institutions named therein in their capacities as paying agents (the ``Paying Agents'' which expression
shall include the Issuing and Paying Agent and any substitute or additional paying agents appointed in
accordance with the Issuing and Paying Agency Agreement). References herein to the ``Registrar'' are to
the Principal Registrar, the First Alternative Registrar, or as the case may be, the Second Alternative
Registrar as specified in the relevant Pricing Supplement relating to Registered Notes. Copies of the
Issuing and Paying Agency Agreement and the form of the Notes will be available for inspection at the
specified office of each of the Paying Agents. The holders of the Notes (the ``Noteholders'') and the
holders of the coupons (the ``Couponholders'' and the ``Coupons'', respectively), appertaining to interest
bearing Notes and, where applicable in the case of such Notes, talons (the ``Talons'') for further Coupons
are deemed to have notice of all the provisions of the Issuing and Paying Agency Agreement which will
be binding upon them.
2.
Form, Denomination and Title
The Notes will be issued in bearer form or in registered form and, in the case of Definitive Notes,
serially numbered, in the Specified Denomination (as specified below) and issued in series (each a
``Series''), and each Series will be the subject of a pricing supplement (each a ``Pricing Supplement'')
prepared by or on behalf of the Bank, the terms set forth in which may supplement or vary any of these
Conditions. A copy of each Pricing Supplement will be available at the specified office of each of the
Paying Agents, or if the Notes form part of a Series of Registered Notes, the Transfer Agent or the
Registrar. A copy of the Pricing Supplement will be lodged with the Luxembourg Stock Exchange in the
case of each Series of Notes which is to be listed thereon. In these Conditions, ``Specified
Denominations'' means the denomination or denominations specified on such Note.
Bearer Notes
Notes issued in bearer form (``Bearer Notes'') will be represented upon issue by a temporary global
note (a ``Temporary Global Note'') in substantially the form (subject to amendment and completion)
scheduled to the Issuing and Paying Agency Agreement. On or after the date (the ``Exchange Date'')
which is forty days after the original issue date of the Notes of the relevant Series and provided
certification as to the non-US beneficial ownership thereof as required by US Treasury regulations has
been received by Euroclear Bank SA/NV (``Euroclear'') and/or Clearstream Banking, socie´te´ anonyme,
Luxembourg (``Clearstream, Luxembourg''), interests in the Temporary Global Note may be
exchanged for:
10


Document Outline