Obligation Global Development Alliance 0% ( XS2364756036 ) en EUR

Global Development Alliance

100 % ▲

Etats-unis

XS2364756036 ( en EUR )

15/07/2031 - Obligation échue

Prospectus brochure de l'obligation International Development Association XS2364756036 en EUR 0%, échue

1 000 EUR

2 000 000 000 EUR

L'International Development Association (IDA) est une institution financière internationale faisant partie du Groupe de la Banque mondiale, qui fournit des dons et des prêts à faible taux d'intérêt aux pays les plus pauvres du monde pour soutenir leur développement économique et social.

L'obligation XS2364756036 émise par l'International Development Association (États-Unis) d'un montant total de 2 000 000 000 EUR, libellée en EUR, à un taux d'intérêt de 0%, avec une taille minimale d'achat de 1 000 EUR et une maturité le 15/07/2031, a été remboursée à son échéance au prix de 100%.

PROSPECTUS

International Development Association
Global Debt Issuance Facility
for issues of Notes with maturities of one day or longer
Under the Global Debt Issuance Facility described in this Prospectus (the "Facility"), International
Development Association ("IDA"), subject to compliance with all relevant laws, regulations and directives, may
from time to time issue notes with maturities of one day or longer from the date of the original issue (the "Notes") in
an unlimited aggregate nominal amount. Notes will be sold through one or more Dealers (as defined in "Plan of
Distribution") appointed by IDA, or directly by IDA itself.
Application has been made for Notes issued under the Facility 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. References in this Prospectus 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 IDA and the relevant Dealer(s) in relation to each issue. Unlisted Notes may also be issued
pursuant to the Facility. The applicable Final Terms 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.
Notes of any particular issue will be in registered form or bearer form, as specified in the applicable Final
Terms. Notes in bearer form may not be offered, sold or delivered within the United States or to U.S. persons as part
of their primary distribution. Notes will be issued in the denominations specified in the applicable Final Terms.
Each Tranche of Notes in bearer form will be represented on issue by a temporary global note in bearer form
(each a "Temporary Global Note") and will be sold in an "offshore transaction" within the meaning of Regulation S
("Regulation S") under the United States Securities Act of 1933 (the "Securities Act"). Interests in Temporary
Global Notes generally will be exchangeable for interests in a permanent global note in bearer form (each a
"Permanent Global Note" and together with the Temporary Global Notes, the "Global Notes") or, if so stated in the
applicable Final Terms, definitive bearer notes ("Definitive Bearer Notes"), after the date falling 40 days after the
issue date of the relevant Tranche of Notes upon certification as to non-U.S. beneficial ownership. Interests in
Permanent Global Notes will be exchangeable for Definitive Bearer Notes in whole but not in part as described
under "Form of Notes and Summary of Provisions Relating to the Notes While in Global Form".
If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the
Global Notes will be delivered on or prior to the original issue date of the relevant issue of Notes to a common
safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, SA
("Clearstream, Luxembourg"). Global Notes which are not issued in NGN form ("CGNs") will be deposited on the
issue date of the relevant Tranche (as defined in "Summary and Overview of the Facility") of Notes with a common
depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary").
Each Tranche of Notes in registered form will be represented by registered certificates (each a "Certificate").
The Notes of an issue which are to be sold in an "offshore transaction" within the meaning of Regulation S

("Unrestricted Notes") and which are issued in registered form will be represented by a registered global certificate
(each an "Unrestricted Global Certificate") which may be, on or prior to the relevant issue date, (a) in the case of a
Tranche held under the New Safekeeping Structure (the "NSS") and intended to be cleared through Euroclear and
Clearstream, Luxembourg, delivered to the Common Safekeeper on behalf of Euroclear and Clearstream,
Luxembourg; (b) in the case of a Tranche not held under the NSS and intended to be cleared through Euroclear and
Clearstream, Luxembourg, deposited with the Common Depositary on behalf of Euroclear and Clearstream,
Luxembourg; or (c) in the case of a Tranche intended to be cleared through a clearing system other than, or in
addition to, Euroclear and/or Clearstream, Luxembourg, or delivered outside a clearing system, registered as
specified in the applicable Final Terms.
The Notes of a Tranche which are to be sold to "qualified institutional buyers" (each a "QIB") within the
meaning of Rule 144A under the Securities Act ("Rule 144A") ("Restricted Notes") will be represented by a
registered global certificate (each a "Restricted Global Certificate" and together with the Unrestricted Global
Certificates, the "Global Certificates") which may be, on or prior to the relevant issue date (a) in the case of a
Tranche intended to be cleared through The Depository Trust Company ("DTC"), deposited with a custodian (the
"DTC Custodian") for, and registered in the name of Cede & Co., as nominee of DTC or (b) in the case of a Tranche
intended to be cleared through a clearing system other than, or in addition to, DTC, or delivered outside a clearing
system, registered as specified in the applicable Final Terms. The provisions governing the exchange of interests in
Global Certificates for other Global Certificates or definitive Certificates are described in "Form of Notes and
Summary of Provisions Relating to the Notes While in Global Form".
The Facility has been rated AAA by Standard & Poor's Financial Services LLC and Aaa by Moody's
Investors Service, Inc. A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in
this Prospectus.
The date of this Prospectus is March 22, 2018.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Availability of Information and Incorporation by Reference" below).
IDA, having made all reasonable inquiries, confirms that all information in this Prospectus is true and
accurate in all material respects and is not misleading, and that there are no other facts the omission of
which, in the context of the issue of Notes, makes this Prospectus or any information in it misleading in any
material respect. In addition, IDA confirms that each Final Terms, when read together with this Prospectus,
will at the date thereof be true and accurate in all material respects and not misleading, and that there will be
no other facts the omission of which would, in the context of the issue and offering of the Notes referred to
in such Final Terms, make the Final Terms, when read together with this Prospectus, or any information
therein misleading in any material respect.
No person has been authorized to give any information or to make any representation other than those
contained in this Prospectus and the applicable Final Terms in connection with the offering or sale of the
Notes and, if given or made, such information or representation must not be relied upon as having been
authorized by IDA or any Dealer. Neither the delivery of this Prospectus or any applicable Final Terms nor
any offering or sale made in connection herewith or therewith shall, under any circumstances, create any
implication that there has been no change in the financial condition or affairs of IDA 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 condition or affairs of IDA since the date hereof or the date upon which
this Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Facility 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.
The distribution of this Prospectus or any Final Terms and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms
comes are required by IDA and any Dealer to inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States and the Notes may include Notes in bearer
form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered,
sold or, in the case of bearer Notes, delivered within the United States or to, or for the account or benefit of,
U.S. persons. For a description of certain restrictions on offers and sales of the Notes and on the distribution
of this Prospectus or any Final Terms, see "Plan of Distribution".
MiFID II product governance / target market Solely for purposes of Directive 2014/65/EU (as
amended, "MiFID II") and the EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
the Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate in accordance with the MiFID Product Governance Rules to the extent
applicable. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the target market assessment; however, each distributor subject to MiFID II and the
MiFID Product Governance Rules is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance Rules, any Dealer subscribing for any Notes is a "manufacturer" in respect of such
Notes (as defined under MiFID II and the MiFID Product Governance Rules), but otherwise neither the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules.
The Notes may be offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S and within the United States in reliance on Rule 144A to investors each of whom is a QIB that
(A) is acquiring the Notes for its own account or for the account of a QIB, in a principal amount that is not
less than U.S.$200,000 and (B) will provide notice of the transfer restrictions to any subsequent transferee.
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.
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THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED
STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR
THE ACCURACY OR THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Neither this Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of,
IDA or any Dealer to subscribe for, or purchase, any Notes. Neither this Prospectus nor any other
information supplied in connection with the Facility should be considered as a recommendation by IDA or
any of the Dealers that any potential investor should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness of IDA.
THE NOTES ARE NOT OBLIGATIONS OF THE INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT ("IBRD") OR OF ANY GOVERNMENT.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilizing manager(s) (the "Stabilizing Manager(s)") (or any person acting on behalf of any Stabilizing
Manager(s)) in the applicable Final Terms 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 Stabilizing Manager(s) (or any person acting on behalf of any Stabilizing
Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche is made 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 and 60 days after the date of the allotment of the relevant Tranche. Any stabilization action or over-
allotment must be conducted by the relevant Stabilizing Manager(s) (or any person acting on behalf of any
Stabilizing Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"EUR" and "euro" are to the currency introduced on January 1, 1999 pursuant to the Treaty establishing the
European Community as amended by the Treaty on European Union, references to "pounds", "sterling", "£"
and "GBP" are to the lawful currency of the United Kingdom, references to "yen" are to the lawful currency
of Japan and references to "U.S. dollars", "$" and "U.S.$" are to United States dollars.

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TABLE OF CONTENTS

Page
AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE .................................. 5
FINAL TERMS ................................................................................................................................................. 7
USE OF PROCEEDS ........................................................................................................................................ 8
SUMMARY AND OVERVIEW OF THE FACILITY .................................................................................... 9
RISK FACTORS ............................................................................................................................................. 15
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 21
FORM OF NOTES AND SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN
GLOBAL FORM ............................................................................................................................................ 40
CLEARANCE AND SETTLEMENT ............................................................................................................ 45
TAX MATTERS ............................................................................................................................................. 49
CURRENCY CONVERSIONS ...................................................................................................................... 53
PLAN OF DISTRIBUTION ........................................................................................................................... 55
TRANSFER RESTRICTIONS ....................................................................................................................... 59
VALIDITY OF THE NOTES ......................................................................................................................... 61
GENERAL INFORMATION ......................................................................................................................... 62
FORM OF FINAL TERMS ............................................................................................................................ 63

4

AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
Availability of Information
For each financial year ended 30 June, IDA publishes a Management's Discussion & Analysis and
Financial Statements and may publish an information statement (the "Information Statement"), which
describe IDA, its capital, operations, administration, Articles of Agreement ("Articles") and legal status and
include IDA's audited annual financial statements. IDA also publishes unaudited quarterly financial
statements. The statements described in this paragraph are collectively the "IDA Information".
The IDA Information will be filed with the Luxembourg Stock Exchange, and will be filed with any
other stock exchange on which Notes are listed from time to time and which require such a filing. IDA
Information may be inspected and copies may be obtained from the Luxembourg Listing Agent or Citibank,
N.A., London Branch (the "Global Agent") at the following addresses, and at any other address specified in
the applicable Final Terms:
BNP Paribas Securities Services
Luxembourg Branch
33, rue de Gasperich, Howald-Hesperange
L-2085 Luxembourg
Citibank, N.A., London Branch
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
IDA Information may also be obtained at the Internet address http://treasury.worldbank.org/IDA/index.html.
In addition, copies of the Articles and decisions made by the Executive Directors of IDA on questions of
interpretation of the Articles and copies of the Global Agency Agreement and the Deed of Covenant (each as
defined in "Terms and Conditions of the Notes") may be inspected at the above offices of the Global Agent.
IDA will provide without charge copies of IDA Information upon written or telephone request to the office
of IDA at the following address:
The World Bank
1818 H St NW
Washington, D.C. 20433
United States
Tel: +1-202-458-0746
Incorporation by Reference
IDA's latest Management's Discussion & Analysis and Financial Statements for its most recently
completed fiscal year, Information Statement (if published in respect of its most recently completed fiscal
year) and unaudited quarterly financial statements published thereafter, and any supplements (other than
Final Terms) or amendments to this Prospectus circulated by IDA from time to time, shall be deemed to be
incorporated in, and to form part of, this Prospectus, and references to "this Prospectus" shall mean this
document and any documents incorporated by reference in, and forming part of, this document, except, and
to the extent, any such document is superseded or modified by any subsequent document incorporated by
reference in, and forming part of, this Prospectus. Documents incorporated by reference in, and forming part
of, this document may not have been submitted to the same review and clearance procedures to which this
Prospectus has been submitted as of the date hereof by any stock exchange or regulatory authority referred to
herein.
5

IDA will, in the event of any material change in the financial position of IDA which is not reflected in
this Prospectus, prepare an amendment or supplement to this Prospectus or publish a new prospectus for use
in connection with any subsequent issue and listing of Notes by IDA.
If the terms of the Facility are modified or amended in a manner which would make this Prospectus
inaccurate or misleading in any material respect, IDA will prepare a new prospectus.
Any statement contained in a document which is incorporated by reference herein shall be deemed to
be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained (without charge)
from IDA's principal office, the website of the Luxembourg Stock Exchange at www.bourse.lu, and the
website of IDA (http://treasury.worldbank.org/IDA/index.html).
Available Information
IDA has agreed that, for so long as any Notes that it issues are "restricted securities" as defined in Rule
144(a)(3) under the Securities Act, it will, during any period that it is neither subject to section 13 or 15(d) of
the United States Securities and Exchange Act of 1934 (the "Exchange Act"), nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder, furnish, upon request, to any holder or beneficial owner of such
restricted securities or any prospective purchaser designated by any such holder or beneficial owner upon the
request of such holder, beneficial owner or prospective purchaser, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.
Forward-looking Statements
This Prospectus includes "forward-looking statements". All statements other than statements of
historical facts included in this Prospectus, including, without limitation, those regarding IDA's financial
position, strategy, plans and objectives for future operations, are forward-looking statements. Such forward-
looking statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of IDA to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such forward-
looking statements are based on numerous assumptions regarding IDA's present and future strategies and the
environment in which IDA will operate in the future. Among the important factors that could cause IDA's
actual results, performance or achievements to differ materially from those in the forward-looking
statements include, among others, macro-economic conditions, investment from member countries and non-
performance by borrowers. Additional factors that could cause actual results, performance or achievements
to differ materially include, but are not limited to, those discussed under "Risk Factors". These forward-
looking statements speak only as of the date of this Prospectus. IDA expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement contained herein
to reflect any change in IDA's expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
6

FINAL TERMS
IDA will prepare in respect of each particular issue of Notes a final terms document (each a "Final
Terms") which will contain the terms of, pricing details for, and settlement and clearance procedures relating
to, such issue of Notes and such other information or disclosure as IDA considers appropriate. A Final
Terms may set out the full text of the terms and conditions of a particular issue of Notes if IDA and the
relevant Dealer(s) consider it necessary or appropriate.
7

USE OF PROCEEDS
Supporting sustainable development in IDA's member countries
The net proceeds from the sale of the Notes will be used by IDA to support sustainable development
projects and programs in IDA's member countries (without being committed or earmarked for lending to, or
financing of, any particular projects, programs, or activities). IDA's financing is made available solely to
eligible recipients who are working in partnership with IDA to eliminate extreme poverty and boost shared
prosperity, so that they can achieve equitable and sustainable economic growth in their national economies
and find sustainable solutions to pressing regional and global economic and environmental problems.
Projects and programs supported by IDA are designed to achieve a positive social impact and undergo a
rigorous review and internal approval process aimed at safeguarding equitable and sustainable economic
growth.
IDA integrates several cross cutting themes into its financing activities helping its eligible recipients
create sustainable development solutions, including climate change; gender and development; jobs and
economic transformation; governance and institutions; and fragility, conflict and violence.
IDA's administrative and operating expenses are covered entirely by IDA's various sources of revenue
(net income) consisting primarily of net loan revenues and investment income (as more fully described in the
IDA Information).
8

SUMMARY AND OVERVIEW OF THE FACILITY
This summary must be read as an introduction to this Prospectus. Any decision to invest in any Notes
should be based on a consideration of this Prospectus as a whole, including the documents incorporated by
reference, by any investor. Words and expressions defined or used in "Terms and Conditions of the Notes"
shall have the same meaning in this summary.
IDA
IDA is an international organization established in 1960 and is owned by its 173 member countries. It is
the largest multilateral channel for providing concessional financing and knowledge services to the world's
poorest countries, and is one of the five institutions of the World Bank Group ("WBG"). The other
institutions of the WBG are: the IBRD, the International Finance Corporation, the Multilateral Investment
Guarantee Agency and the International Centre for Settlement of Investment Disputes. Each of these
institutions is legally and financially independent, with separate assets and liabilities. IDA is not liable for
the obligations of the other institutions. IDA and IBRD, however, share multiple resources: they have a
common President and Board of Executive Directors, they have the same operational procedures, policies
and safeguards and share the same staff. IDA membership is limited to sovereign countries that are members
of IBRD.
IDA plays an integral role in WBG's efforts to fulfill its goals of ending extreme poverty by decreasing
the percentage of people living on less than $1.90 a day to no more than 3 per cent. by 2030 and promoting
shared prosperity by improving the income growth of the bottom 40 per cent. of the population in each
country. IDA plays a pivotal role in the global aid architecture and pursues these goals by providing
concessional loans, grants and guarantees to the world's poorest countries for programs and operations that
help meet their development needs. IDA provides technical assistance through reimbursable advisory
services, policy advice and global knowledge services through economic sector work and country studies. It
also supports member countries with disaster risk financing and insurance to help increase their financial
resilience against natural disasters. In addition, IDA provides or facilitates financing through trust fund
partnerships with bilateral and multilateral donors.
The financial strength of IDA is a reflection of its very high levels of equity, ample and well-managed
liquidity, and long track record of member support.
IDA's principal office is located at 1818 H St NW, Washington, D.C. 20433 USA.
Overview of the Facility
The following overview is qualified in its entirety by the remainder of this Prospectus.
Issuer ................................................. International Development Association
Dealers .............................................. The Dealers will consist of any one or more dealers becoming a
party to the Standard Provisions (as defined in "Plan of
Distribution") from time to time for a specific issue of Notes.
Global Agent..................................... Citibank, N.A., London Branch.
Paying Agents ................................... Citibank, N.A., London Branch or such other paying agent
specified in the applicable Final Terms.
Specified Currencies ......................... Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency, unit or
commodity agreed between IDA and the relevant Dealers.
9