Obligation EBRDS 2% ( XS2339820834 ) en RON

EBRDS

100 % ⇌

Royaume-Uni

XS2339820834 ( en RON )

2% par an ( paiement annuel )

07/05/2024 - Obligation échue

Prospectus brochure de l'obligation EBRD XS2339820834 en RON 2%, échue

500 000 RON

103 000 000 RON

La Banque Européenne pour la Reconstruction et le Développement (BERD) est une institution financière internationale qui ?uvre à la promotion du secteur privé et à la transition vers l'économie de marché dans ses régions d'opération, de l'Europe centrale à l'Asie centrale et à l'Afrique du Nord.

Le marché financier a récemment enregistré la clôture réussie d'une émission obligataire majeure, l'obligation XS2339820834, qui a atteint sa pleine maturité le 7 mai 2024 et a été intégralement remboursée. Cette obligation avait été émise par la Banque Européenne pour la Reconstruction et le Développement (EBRD), une institution financière multilatérale de premier plan qui ?uvre à la promotion de la transition vers des économies de marché et au développement durable dans plus de 30 pays, principalement en Europe centrale et orientale, en Asie centrale et en Afrique du Nord. L'EBRD est reconnue pour sa forte notation de crédit et son rôle dans le financement de projets d'infrastructure et d'entreprises privées, apportant une contribution significative à la stabilité des marchés des capitaux. L'émission, libellée en Lei roumains (RON), représentait une taille totale de 103 000 000 RON et offrait un taux d'intérêt annuel de 2%, avec des paiements de coupon effectués sur une base annuelle. Émise depuis le Royaume-Uni, cette obligation prévoyait une taille minimale d'achat de 500 000 RON, la rendant accessible à une catégorie d'investisseurs institutionnels et qualifiés. Au moment de son échéance, l'obligation a été remboursée à 100% de sa valeur nominale, confirmant la capacité de l'EBRD à honorer ses engagements financiers et offrant ainsi une conclusion positive pour les détenteurs de cette dette.

MiFID II product governance / Professional investors and ECPs only target market:
Solely for the purposes of the manufacturers 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 (i ) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, sel ing 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.
For the purposes of this provision, the expression "manufacturer" means the Dealer.
European Bank for Reconstruction and Development (the "Issuer") does not fall under the scope of
application of MiFID II. Consequently, the Issuer does not qualify as an "investment firm",
"manufacturer" or "distributor" for the purposes of MiFID II.
PRICING SUPPLEMENT
5 May 2021
European Bank for Reconstruction and Development
RON 103,000,000 2.000 per cent. Fixed Rate Notes due 7 May 2024 (the "Notes") issued
pursuant to the European Bank for Reconstruction and Development
EUR 45,000,000,000 Global Medium Term Note Programme for the issue of notes

PART A CONTRACTUAL TERMS
Terms used herein shal be deemed to be defined as such for the purposes of the Conditions set
forth in the Of ering Circular dated 3 July 2012 as supplemented by the Supplementary Offering
Circular dated 22 July 2019 (together, the "Offering Circular"). This Pricing Supplement must be
read in conjunction with such Of ering Circular. Ful information on the Notes is only available on the
basis of the combination of this Pricing Supplement and the Offering Circular. The Offering Circular
is available for viewing and copies may be obtained from the Issuer at One Exchange Square,
London, EC2A 2JN, United Kingdom.

SUMMARY OF THE NOTES
1
Specified Currency:
Romanian Leu ("RON"), the lawful currency of
Romania subject to the provisions set out in the
Annex hereto
2
Nominal Amount:
RON 103,000,000
3
Type of Note:
Fixed Rate
4
Issue Date:
7 May 2021
5
Issue Price:
100.00 per cent. of the Nominal Amount
6
Maturity Date:
7 May 2024, subject to the provisions set out in the
Annex hereto
7
Fungible with existing Notes:
No

FORM OF THE NOTES
8
Form of Note:
Registered
9
New Global Note:
No
10 Specified Denomination:
RON 500,000
11 Exchange of Bearer Notes:
Not Applicable
12 (a) Talons for future Coupons to Not Applicable
be attached to definitive
Bearer Notes:

(b) Date(s) on which the Talons
Not Applicable
mature:
13 (a) Depositary for and
Registered Global Note to be deposited with a
registered holder of
common depositary for Euroclear and Clearstream,
Registered Global Note:
Luxembourg and registered in the name of Citivic
Nominees Limited as nominee for the common
depositary

(b) Exchange of Registered
Registered Global Note wil only be exchangeable
Global Note:
for definitive Registered Notes upon 45 days' written
notice in the limited circumstances described on
page 42 of the Offering Circular
PROVISIONS RELATING TO INITIAL PAYMENT
14 Partly Paid Notes:
Not Applicable

PROVISIONS RELATING TO INTEREST
15 Interest Commencement Date:
7 May 2021

Fixed Rate Notes:
16 (a) Fixed Rate(s) of Interest:
2.000 per cent. per annum payable annual y in arrear
on each Fixed Interest Date, subject to the provisions
set out in the Annex hereto. For the avoidance of
doubt, RON 10,000 per Specified Denomination (the
"Fixed Interest Amount") shal be payable on the
Fixed Interest Dates, subject to the provisions set out
in the Annex hereto.

(b) Fixed Interest Dates:
7 May in each year, from and including 7 May 2022
up to and including the Maturity Date, subject to the
provisions set out in the Annex hereto

(c) Initial Broken Amount per
Not Applicable
Specified Denomination:

(d) Final Broken Amount per
Not Applicable
Specified Denomination:

(e) Fixed Day Count Fraction:
Actual/Actual ICMA
2

(f) Business Day Convention:
Following Business Day Convention

(g) Business Day definition if
Condition 4(a)(i i) applies and, for the avoidance of
different from that in
doubt, Bucharest shal be the principal financial
Condition 4(a)(i i):
centre. London and New York City shal be additional
business centres

(h) Calculation of interest to be
No
adjusted in accordance with
Business Day Convention
specified above:

17 Zero Coupon Notes
Not Applicable

18 Floating Rate Notes and Indexed Not Applicable
Notes

PROVISIONS REGARDING PAYMENTS/DELIVERIES
19 Definition of "Payment Day" for
Condition 6(e) applies and, for the avoidance of
the purpose of Condition 6(e) if
doubt, Bucharest shal be the principal financial
different to that set out in
centre. London and New York City shal be additional
Condition 6:
business centres.
20 Dual Currency Notes:
Not Applicable
21 Physically Settled Notes:
Not Applicable
PROVISIONS REGARDING REDEMPTION/MATURITY
22 (a) Redemption at Issuer's
No
option:

(b) Redemption at Noteholder's
No
option:
23 (c) Final Redemption Amount
100.00 per cent. per Specified Denomination,
for each Note (other than an
subject to the provisions set out in the Annex hereto
Indexed or Formula Note
where the index or formula
applies to the redemption
amount):

(d) Final Redemption Amount
Not Applicable
for each Indexed Note
where the Index or Formula
applies to the Final
Redemption Amount:
24 Instalment Note:
Not Applicable
25 Early Redemption Amount for
Condition 5(d) applies, subject to the provisions set
each Note payable on an event
out in the Annex hereto
of default:

3

DISTRIBUTION, CLEARING AND SETTLEMENT PROVISIONS
26 Method of distribution:
Non-syndicated
27 If Syndicated, names and
Société Générale
addresses of Managers or, if
Tours Société Générale
17 Cours Valmy
Non-Syndicated name and
92987 Paris La Défense Cedex
address of Dealer:
France

28 Date of Syndication Agreement:
Not Applicable
29 Stabilising Manager(s):
None
30 Additional sel ing restrictions:
Romania

The Notes may not be offered or sold, directly or
indirectly, in Romania and neither the Of ering
Circular, this Pricing Supplement nor any other
offering material or advertisement in connection with
the Notes may be distributed or published in
Romania, except under circumstances that wil result
in compliance with any applicable laws, rules and
regulations of Romania and applicable EU
legislation, including Law No. 24/2017 on issuers of
financial instruments and market operations,
Regulation 5/2018 regarding issuers of financial
instruments and financial markets operations, and al
implementing regulations issued by the Romanian
Financial Supervisory Authority (formerly the
National Securities Commission) or by any other
competent Romanian authority or by the European
Commission

31 Details of additional/alternative
Not Applicable
clearing system approved by the
Issuer and the Agent:
32 Intended to be held in a manner
No
which would al ow Eurosystem

eligibility:
33 Common Code:
233982083

ISIN Code:
XS2339820834

CUSIP Number:
Not Applicable
34 Listing:
Application wil be made by the Issuer (or on its
behalf) for the Notes to be admitted to the Official List
of the Luxembourg Stock Exchange and to be
admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange (Bourse de
Luxembourg).
4

35 In the case of Notes
Not Applicable
denominated in the currency of a
country that subsequently adopts
the euro in accordance with the
Treaty establishing the European
Community, as amended by the
Treaty on European Union,
whether the Notes wil include a
redenomination clause providing
for the redenomination of the
Specified Currency in euro (a
"Redenomination Clause"), and,
if so specified, the wording of the
Redenomination Clause in full
and any wording in respect of
redenominalisation and/or
consolidation (provided they are
fungible) with other Notes
denominated in euro.
36 Additional Information:
The provisions set out in the Annex shall apply to the
Terms and Conditions in accordance herewith

Investment considerations:
Notes are Not Liquid Instruments
The Notes are not actively traded in any financial
market and there may exist at times only limited
markets for the Notes resulting in low or non-existent
volumes of trading in the Notes and such obligations,
and therefore a lack of liquidity and price volatility of
the Notes and such obligations.
37 Total Commissions:
Not Applicable

This Pricing Supplement comprises the pricing supplement required for issue and admission to
trading on the Regulated Market of the Luxembourg Stock Exchange of the Notes described herein
pursuant to the EUR 45,000,000,000 Global Medium Term Note Programme of European Bank for
Reconstruction and Development as from 7 May 2021 or as soon as practicable thereafter.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement other than
the information contained under the heading "MiFID II product governance / Professional investors
and ECPs only target market".
For and on behalf of
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

By:
...................................................
Authorised signatory

5

PART B - OTHER INFORMATION
1
LISTING
Application wil be made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on the
Regulated Market of the Luxembourg Stock
Exchange and to be listed on the Of icial List of the
Luxembourg Stock Exchange with effect from 7 May
2021 or as soon as practicable thereafter. No
assurance can be given that such listing and
admission to trading wil be obtained on such date,
or, if obtained, that it wil be maintained for the term
of the Notes.

2
RATINGS
The Issuer and/or its debt obligations have been
assigned a AAA credit rating from S&P Global
Ratings Europe Limited ("S&P"), an Aaa credit rating
from Moody's Investors Service Limited ("Moody's")
and an AAA credit rating from Fitch Ratings Limited
("Fitch"). As defined by S&P, an "AAA" rating means
that the ability of the Issuer to meet its financial
commitment on its obligations is extremely strong.
As defined by Moody's, an "Aaa" rating means that
the Issuer's ability to meet its financial obligations is
judged to be of the highest quality, with minimal
credit risk. As defined by Fitch, an "AAA" rating
denotes the lowest expectation of credit risk and
means that the Issuer has an exceptional y strong
capacity for timely payment of its financial
commitments.

3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in the section headed "Subscription and Sale" in the Offering Circular, so
far as the Issuer is aware, no person involved in the offer of the Notes has an interest material
to the offer

4
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)
Reasons for the offer
The net proceeds of the issue of the Notes (which
are expected to be RON 103,000,000) wil be
included in the ordinary capital resources of the
Issuer and used in its ordinary operations

(i )
Estimated net proceeds:
RON 103,000,000

(i i)
Estimated total expenses:
EUR 1,250

6

5
YIELD

Indication of yield:
2.000 per cent. per annum

As set out above, the yield is calculated at the Issue
Date on the basis of the Issue Price. It is not an
indication of future yield
6
HISTORIC INTEREST RATES

Not Applicable
7
PERFORMANCE OF INDEX/FORMULA/ OTHER VARIABLE, EXPLANATION OF EFFECT
ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE UNDERLYING

Not Applicable

7

ANNEX
Settlement Disruption Event and Fallback Provisions

All payments in respect of the Notes will be made in RON, subject to the occurrence of a Settlement Disruption
Event (as defined below) and will in all cases be subject to any fiscal or other laws applicable thereto.
If the Calculation Agent (as defined below) determines (in its sole discretion acting in good faith and in a
commercially reasonable manner) that a Settlement Disruption Event has occurred or is subsisting during a
Determination Period (as defined below):
A.
The Calculation Agent shall notify the Issuer and the Agent of its determination as soon as practicable
after making such determination (but in no event later than 8.00 a.m. London time one Business Day
after the last day of the relevant Determination Period) whereupon the Agent shall as soon as
practicable thereafter (but in no event later than one Business Day after receipt of the aforementioned
notice from the Calculation Agent) notify the Noteholders thereof (in accordance with Condition 13 of
the Notes), and
B.
Noteholders will not be entitled to any amounts in respect of the Notes until the earlier to occur of (i)
the day falling two Business Days after the day on which the Issuer is notified by the Calculation Agent
that the relevant Settlement Disruption Event no longer subsists and (ii) the Postponed Fixed Interest
Date (as defined below), the Postponed Maturity Date (as defined below) or the Postponed Early
Redemption Date (as defined below), as the case may be.
If a Settlement Disruption Event no longer subsists, the Calculation Agent shall notify the Issuer and the Agent
thereof as soon as practicable on or after the Business Day on which such Settlement Disruption Event no
longer subsists (but in no event later than one Business Day thereafter) whereupon the Agent shall as soon as
practicable thereafter (but in no event later than one Business Day after receipt of the aforementioned notice
from the Calculation Agent) notify the Noteholders thereof (in accordance with Condition 13 of the Notes).
If any RON denominated amount is to be paid on a Postponed Fixed Interest Date, Postponed Maturity Date
or Postponed Early Redemption Date (as the case may be), regardless of whether a Settlement Disruption
Event is still subsisting at such time, payment shall be made in United States Dollars ("USD") and shal be
calculated by the Calculation Agent (and promptly notified to the Agent and the Issuer (but in no event later
than two Business Days before the Postponed Fixed Interest Date, Postponed Maturity Date or Postponed
Early Redemption Date (as the case may be)) in an amount per Specified Denomination which shall be
produced by the following provisions, such amount to be rounded to the nearest whole cent (with 0.5 cent being
rounded upwards):
Relevant RON Amount ÷ Exchange Rate
For the avoidance of doubt, no additional amounts shall be payable by the Issuer in respect of any delay in
payment beyond the originally scheduled Fixed Interest Date, Maturity Date, or as the case may be, Early
Redemption Date (in each case, as adjusted, if appropriate, in accordance with the Following Business Day
Convention) to the Postponed Fixed Interest Date, Postponed Maturity Date or Postponed Early Redemption
Date
(as
appropriate)
because
of
the
operation
of
the
provisions
of
this
Annex.
If the Calculation Agent determines (in its sole discretion acting in good faith and in a commercially reasonable
manner) that a Settlement Disruption Event has occurred following a Determination Period and either prior to
or on a Fixed Interest Date, Maturity Date or Early Redemption Date (as the case may be), then any amount
payable shall be made in USD in accordance with the provisions set out above.

For the purposes of these provisions:
"Business Day" means any day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign exchange and foreign currency deposits) in
Bucharest, London and New York City;
"Calculation Agent" means Société Générale SA Paris. in accordance with the provisions of the Calculation
Agency Agreement entered into between the Issuer and the Calculation Agent dated 29 March 2004 (as
amended and/or supplemented from time to time). All references to the Calculation Agent shall include any
successor or successors to Société Générale SA Paris as the Calculation Agent in respect of the Notes. The
determination by the Calculation Agent of any amount or of any state of affairs, circumstance, event or other
matter, or the formation of any opinion or the exercise of any discretion required or permitted to be determined,
formed or exercised by the Calculation Agent under the Notes and pursuant to the Calculation Agency
8

Agreement shall (in the absence of manifest error) be final and binding on all parties (including, but not limited
to, the Issuer and the Noteholders) and shall be made in its sole discretion in good faith and in a commercially
reasonable manner in accordance with the Calculation Agency Agreement. In performing its duties under the
Notes, the Calculation Agent shall act in accordance with the Calculation Agency Agreement;
"Determination Period" means (i) in relation to any Fixed Interest Date, the period which fal s between five and
three Business Days (inclusive) preceding any relevant Fixed Interest Date, as adjusted in accordance with the
Following Business Day Convention; (ii) in relation to the Maturity Date, the period which falls between five and
three Business Days (inclusive) preceding the Maturity Date, as adjusted in accordance with the Following
Business Day Convention; and (iii) in relation to any Early Redemption Date, the period which falls between
five and three Business Days (inclusive) preceding any Early Redemption Date, as adjusted in accordance with
the Following Business Day Convention, as the case may be;
"Exchange Rate" means the average of such firm quotes (expressed in RON per 1 USD) as the Calculation
Agent is able to obtain from five Reference Dealers at or about 11.00 a.m. London time for the sale of RON
and the purchase of USD, on the day falling two Business Days prior to the Postponed Fixed Interest Date,
Postponed Early Redemption Date (if any) or the Postponed Maturity Date (as the case may be). The highest
and lowest of such quotes will be disregarded and the arithmetic mean of the remaining quotations shall be the
Exchange Rate, provided, however, that if fewer than four (but at least two) Reference Dealers provide such a
firm quote then the average of the quotes actually obtained shall apply. If only one Reference Dealer provides
a firm quote then such quote shall apply, and if no Reference Dealer provides such a firm quote, then the
Calculation Agent, acting in good faith and in a commercially reasonable manner, shall establish the Exchange
Rate in its sole discretion, which may result in a USD equivalent amount calculated as above to be zero;
"Postponed Early Redemption Date" means the tenth Business Day fol owing the Early Redemption Date (if
any);
"Postponed Fixed Interest Date" means the tenth Business Day following the originally scheduled Fixed Interest
Date;
"Postponed Maturity Date" means the tenth Business Day fol owing the original y scheduled Maturity Date;
"Reference Dealers" means leading dealers, banks or banking corporations, which deal in the USD/RON
exchange market, selected by the Calculation Agent in its sole discretion, acting in good faith and in a
commercially reasonable manner;
"Relevant RON Amount" means the RON amount per Specified Denomination which would have been payable
on the relevant date if the Settlement Disruption Event had not occurred; and
"Settlement Disruption Event" means each of the fol owing events, as determined by the Calculation Agent in
its sole discretion acting in good faith and in a commercially reasonable manner:
(a)
the imposition of laws or regulations by the National Bank of Romania or other legislative,
governmental or regulatory authority of Romania which (i) require non-residents of Romania to obtain
permission from the National Bank of Romania or other authority to obtain RON, or (ii) otherwise restrict
a non-resident's ability to obtain RON or (ii ) otherwise regulate the purchase or holding of RON such
that costs are imposed in obtaining RON which would not be imposed in the absence of such
regulations, or (iv) has the direct or indirect effect of hindering, limiting or restricting the transfer of RON
from Romania to recipients resident in another country; and/or
(b)
Euroclear and/or Clearstream, Luxembourg suspend or cease acceptance of RON as a settlement
currency.
9