Bond Bond International Financial Corp 0% ( XS1500528234 ) in MXN

Bond International Financial Corp

100 % ▲

United States

XS1500528234 ( in MXN )

06/10/2041

Prospectus brochure of the bond Bond International Finance Corp XS1500528234 en MXN 0%, maturity 06/10/2041

Bond International Finance Corp (BIFC) is a global investment firm specializing in providing financial solutions and investments across various asset classes, primarily focusing on emerging markets and infrastructure projects.

The Bond issued by Bond International Financial Corp ( United States ) , in MXN, with the ISIN code XS1500528234, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/10/2041

PROSPECTUS

International Finance Corporation
Global Medium-Term Note Program
for issues of Notes with maturities of
three months or longer
from the date of the original issue
Under the Global Medium-Term Note Program described in this Prospectus (the "Program"), International Finance Corporation
("IFC" or the "Corporation"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes
with maturities of three months 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 appointed by the Corporation, or directly by the Corporation itself.
Application has been made for Notes issued under the Program 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 of the Luxembourg
Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market. Application has also been made for
permission to deal in, and for quotation of, any Notes which are agreed at the time of issue to be so listed on the Stock Exchange of
Singapore Limited. The Stock Exchange of Singapore Limited assumes no responsibility for the correctness of any of the statements
made or opinions expressed or reports contained or incorporated by reference in this Prospectus. Admission to the Official List of the
Stock Exchange of Singapore Limited is not to be taken as an indication of the merits of the Corporation or the Notes. The Program
provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Corporation and the relevant
Dealer(s) in relation to each issue. Unlisted Notes may also be issued pursuant to the Program. 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.
This Prospectus replaces the prospectus dated November 17, 1999 in relation to the Program, except in relation to Notes issued prior to
the date hereof.
Notes of any particular issue will be in bookentry form, or bearer form ("Bearer Notes") or registered form ("Registered Notes"),
as specified in the applicable Final Terms. Bearer Notes 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.
Unless an issue of Notes is intended to qualify as a targeted bearer issuance (as defined in "Overview of the Program"), each
Series (as defined herein) of Bearer Notes with a maturity at issue of more than one year will be represented on issue by a temporary
global note in bearer form (each a "Temporary Global Note") exchangeable for a permanent global note in bearer form (each a
"Permanent Global Note", and collectively with Temporary Global Notes, "Global Notes") or, if and to the extent specified in the
applicable Final Terms, for Bearer Notes in definitive bearer form ("Definitive Bearer Notes"), upon certification of non-U.S. beneficial
ownership. Each Series of Bearer Notes that is issued as part of a targeted bearer issuance will be represented on issue by a Permanent
Global Note or, if specified in the applicable Final Terms, Definitive Bearer Notes. Notes denominated and payable in U.S. dollars which
will be cleared and settled through the Federal Reserve Bank of New York ("Fed Bookentry Notes") will be issued in uncertificated
bookentry form. Registered Notes will be represented by registered certificates (each a "Certificate"), one Certificate being issued in
respect of each Noteholder's entire interest in Registered Notes of one Series. Global Certificates ("Global Certificates") may be issued
representing all or a portion of a Series of Registered Notes, if specified in the applicable Final Terms.
Depending on their form and Specified Currency (as defined herein), it is expected that Notes will be accepted for clearance
through one or more clearing systems, as specified in the applicable Final Terms. These systems will include, in the United States, the
system operated by The Depository Trust Company ("DTC") and, for Fed Bookentry Notes, the Federal Reserve Banks and, outside the
United States, those operated by Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). Global Notes may be issued in new global note form if they are intended to be eligible collateral for Eurosystem
monetary policy or in classic global note form.
The Program has been rated AAA by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. 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.

Arranger for the Program
Morgan Stanley

The date of this Prospectus is June 3, 2008

The Corporation accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge of the Corporation (having taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.
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).
THE NOTES ARE NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED. ACCORDINGLY, NO REGISTRATION STATEMENT HAS BEEN
FILED WITH THE U.S. 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
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN
THE UNITED STATES.
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
the Corporation or any Dealer or the Arranger (as defined in "Summary and Overview of the Program").
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 the Corporation 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 the Corporation 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
Program 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 the Corporation, any Dealer and the Arranger to inform themselves about and to observe
any such restriction. 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".
Neither this Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of the
Corporation or any Dealer to subscribe for, or purchase, any Notes. Neither this Prospectus nor any other
information supplied in connection with the Program should be considered as a recommendation by the
Corporation 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 the Corporation.
THE NOTES ARE NOT OBLIGATIONS OF THE INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT OR OF ANY GOVERNMENT.
In connection with the issue of any Tranche (as defined herein) of Notes, the Dealer or Dealers (if any)
named as the stabilizing manager(s) (the "Stabilizing Manager(s)") (or persons 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 persons acting on behalf of a 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 persons 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 1 January 1999 pursuant to the Treaty establishing the European
2

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.
3

TABLE OF CONTENTS
Page
Availability of Information and Incorporation by Reference ....................................................................
5
Prospectus Supplement .............................................................................................................................. 7
Final Terms................................................................................................................................................ 7
Use of Proceeds ......................................................................................................................................... 7
Summary and Overview of the Program ................................................................................................... 8
Risk Factors ............................................................................................................................................... 15
Terms and Conditions of the Notes ........................................................................................................... 20
Form of Notes and Provisions Relating to the Notes while in Global Form ............................................. 40
Clearance and Settlement .......................................................................................................................... 45
Tax Matters................................................................................................................................................ 49
Currency Conversions ............................................................................................................................... 53
Plan of Distribution.................................................................................................................................... 55
Validity of the Notes.................................................................................................................................. 58
General Information................................................................................................................................... 59
Form of Final Terms.................................................................................................................................. 60

4

AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
Availability of Information
The Corporation prepares:
(a) unaudited quarterly financial statements and audited annual financial statements;
(b) an annual information statement (the "Information Statement") which describes the Corporation,
including its capital, operations and administration, the Articles of Agreement of the Corporation
(the "Articles of Agreement"), the Corporation's legal status, and its principal financial policies, and
contains the Corporation's most recent audited financial statements; and
(c) an annual report, which contains the Corporation's most recent audited financial statements.
The Corporation is subject to certain information requirements of Regulation IFC, promulgated by the
Commission under the United States International Finance Corporation Act of 1955, as amended, and in
accordance therewith files with the Commission its unaudited quarterly and audited annual financial statements
and its most recent Information Statement and annual report (collectively the "IFC Information").
In addition, the IFC Information will be filed with the Commission and the Luxembourg Stock Exchange
and any other stock exchange on which Notes are listed from time to time and which requires such a filing.
The IFC Information may be inspected and copies may be obtained (without charge other than for the IFC
Information obtainable from the Commission, which must be paid for at prescribed rates) at the following
addresses, and at any other address specified in the applicable Final Terms:
Securities and Exchange Commission
Dexia Banque Internationale à Luxembourg S.A.
100 F Street, N.E.
69, route d'Esch
Washington, DC 20549
L-1470 Luxembourg

Luxembourg
Citibank, N.A., London Branch
Citibank, N.A., Singapore Branch
21st Floor, Citigroup Centre
5, Shenton Way, #06-00
Canada Square, Canary Wharf
UIC Building
London E14 5LB
Singapore 068808

In addition, copies of the Articles of Agreement, the Fiscal Agency Agreement, the Global Agency
Agreement and the Deed of Covenant (each as defined under "Terms and Conditions of the Notes") may be
inspected at the above offices of Citibank, N.A., London Branch (the "Global Agent").
Copies of such documents and the IFC Information also will be available without charge from the office
of the Corporation set out at the end of this Prospectus.
Incorporation by Reference
The Corporation's latest Information Statement, any unaudited quarterly or annual financial statements
filed with the Commission or any stock exchange on which Notes are listed subsequent to the date of such
Information Statement and any supplements (other than Final Terms) or amendments to this Prospectus
circulated by the Corporation 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.
The Corporation will, in the event of any material change in the financial position of the Corporation
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 the Corporation.
If the terms of the Program are modified or amended in a manner which would make this Prospectus
inaccurate or misleading in any material respect, the Corporation will prepare a new prospectus.
5

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 this Prospectus may be obtained (without charge) from the website of the Luxembourg Stock
Exchange (www.bourse.lu). Copies of documents incorporated by reference in this Prospectus may be
obtained (without charge) from the office of the Corporation set out at the end of this Prospectus and the
website of the Corporation (www.ifc.org).

6

PROSPECTUS SUPPLEMENT
The Corporation has undertaken to the Dealers that if during any time the Prospectus is being used in
connection with the offer and sale of Notes, any event shall occur as a result of which, in the judgment of the
Corporation, this Prospectus would include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements herein, in light of the circumstances under which they were made, not
misleading, the Corporation shall prepare an amendment or supplement to this Prospectus for use in
connection with any subsequent offering of the Notes and shall supply to each Dealer for any such subsequent
offering such number of copies of such amendment or supplement hereto as such Dealer may reasonably
request.
FINAL TERMS
The Corporation will prepare in respect of each particular issue of Notes a Final Terms (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 the Corporation considers appropriate. A
Final Terms may set out the full text of the terms and conditions of a particular issue of Notes if the
Corporation and the relevant Dealer(s) consider it necessary or appropriate.
USE OF PROCEEDS
The net proceeds of the sale of the Notes will be used for the general operations of the Corporation in
accordance with its Articles of Agreement.

7

SUMMARY AND OVERVIEW OF THE PROGRAM
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.
The Corporation
International Finance Corporation is an international organization, established in 1956 to further
economic growth in its developing member countries by promoting private sector development. The
Corporation is a member of the World Bank Group, which also comprises the International Bank for
Reconstruction and Development (the "IBRD"), the International Development Association ("IDA"), the
Multilateral Investment Guarantee Agency ("MIGA") and the International Centre for Settlement of
Investment Disputes ("ICSID"). It is a legal entity separate and distinct from IBRD, IDA, MIGA and ICSID
with its own Articles of Agreement, share capital, financial structure, management, and staff. Membership in
the Corporation is open only to member countries of IBRD. The obligations of the Corporation are not
obligations of, or guaranteed by, IBRD or any government.
The Corporation's principal office is located at 2121 Pennsylvania Avenue, N.W., Washington, D.C.
20433, United States of America. Its telephone number is +1 202 458 9230.
The Corporation is an experienced supranational organization providing financing and financial services
primarily to the private sector in developing countries that are members of the Corporation. It combines the
characteristics of a multilateral development bank with those of a private financial institution. As of June 30,
2007, the Corporation's entire share capital was held by 179 member countries. As of June 30, 2007, member
countries of the Organization for Economic Cooperation and Development ("OECD") held 70.34 per cent. of
the voting power of the Corporation. The five largest of the Corporation's 179 shareholders are the United
States (23.64 per cent. of the total voting power), Japan (5.87 per cent.), Germany (5.36 per cent.), United
Kingdom (5.03 per cent.) and France (5.03 per cent.). The Corporation's share capital is provided by its
member countries. It raises most of the funds for its investment activities through the issuance of notes, bonds
and other debt securities in the international capital markets. Unlike most other multilateral institutions, the
Corporation does not accept host government guarantees of its loans. Generally, the Corporation charges
market based rates for its loans and seeks market returns on its debt security and equity investments. The
financial strength of the Corporation is based principally on the quality of its investment portfolio, its
substantial paid-in capital and retained earnings, low debt to equity ratio, the size of its liquid assets portfolio,
its diversified earnings base and its consistent profitability.
In partnership with private investors, the Corporation assists in financing the establishment, improvement,
and expansion of private sector enterprises by making investments where sufficient private capital is not
otherwise available on reasonable terms. The Corporation seeks to bring together domestic and foreign private
capital and experienced management and thereby create conditions conducive to the flow of private capital
(domestic and foreign) into productive investments in its developing member countries. In this way, the
Corporation plays a catalytic role in mobilizing additional funding from other investors and lenders, through
parallel loans, loan participations, partial credit guarantees, securitizations and risk sharing facilities
("resource mobilization"). In addition to project finance, corporate lending and resource mobilization, the
Corporation offers an array of financial products and technical advisory services to private businesses in the
developing world with a view to fulfilling its developmental mission. It also advises member governments on
how to create an environment hospitable to the growth of private enterprise and foreign investment.
8

Overview of the Program

The following overview is qualified in its entirety by the remainder of this Prospectus.

Issuer: International
Finance Corporation
Description:
Global Medium-Term Note Program
Arranger: Morgan
Stanley
& Co. International plc
Dealers:
The Dealers will consist of any of one or more dealers
appointed as dealers (as described in "Plan of Distribution")
from time to time for a specific issue of Notes.
Global Agent:
Citibank, N.A., London Branch
Fiscal Agent:
Federal Reserve Bank of New York
Paying Agents:
Dexia Banque Internationale à Luxembourg S.A., for Notes
listed on the Luxembourg Stock Exchange, and Citibank,
N.A., Singapore Branch, for Notes cleared through The
Central Depositary (Pte) Limited ("CDP").
Specified Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency agreed
between the Corporation and the relevant Dealers.
Redenomination:
Notes denominated in the currency of a country that
subsequently participates in the third stage of European
Economic and Monetary Union may be subject to
redenomination, renominalization and/or consolidation with
other Notes then denominated in euro. The provisions
applicable to any such redenomination, renominalization
and/or consolidation will be as specified in the applicable
Final Terms.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued with any maturity of three
months or longer from the date of the original issue.
Specified Denomination:
Definitive Notes will be in such denominations as may be
specified in the applicable Final Terms.
Method of Issue:
The Notes will be issued through Dealers acting as principal
on a syndicated or non-syndicated basis, or on an agency
basis. The Corporation may also directly offer and sell Notes
to investors, to the extent permitted by applicable law. The
Notes will be issued in series (each a "Series") having one or
more dates of issue and on terms otherwise identical (or
identical other than in respect of the first payment of interest),
the Notes of each Series being intended to be interchangeable
with all other Notes of that Series. Each Series may be issued
in tranches (each a "Tranche") on the same or different dates
of issue. The specific terms of each Tranche will be set out in
the applicable Final Terms.
Issue Price:
Notes may be issued at their nominal amount or at a discount
or premium to their nominal amount. Partly Paid Notes may
be issued, the issue price of which will be payable in two or
9

more instalments.
Form of Notes:
The Notes may be issued in bookentry form, bearer form or
in registered form. Fed Bookentry Notes, which are Notes
denominated and payable in U.S. dollars cleared through the
bookentry system of the Federal Reserve Banks (the "Federal
Reserve"), will be in bookentry form and may not be
exchanged for Notes in registered form or for Notes in bearer
form.

Unless the issuance is intended to qualify as a targeted bearer
issuance described in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii) (a "targeted bearer
issuance"), each Tranche of Bearer Notes will be represented
upon initial issuance by a Temporary Global Note which may
be exchanged (i) after a period of not less than 40 days from
the date of issue for either (a) a Permanent Global Note upon
certification of non-U.S. beneficial ownership in accordance
with the applicable rules and regulations promulgated by the
U.S. Treasury, or (b) Definitive Bearer Notes upon
certification of non-U.S. beneficial ownership in accordance
with the applicable rules and regulations promulgated by the
U.S. Treasury; or (ii) if the applicable Final Terms so
provides, in certain circumstances, for certificates
representing Registered Notes ("Certificates") representing
the amount of Notes so exchanged, in each case as provided
in the applicable Final Terms. Each Tranche of Bearer Notes
issued as part of a targeted bearer issuance will be
represented upon initial issuance by a Permanent Global Note
or, if specified in the applicable Final Terms, Definitive
Bearer Notes.

Each Tranche of Registered Notes will be represented upon
initial issuance by one or more Certificates, each evidencing
an individual Noteholder's entire interest in such Registered
Notes. Certificates representing Registered Notes that are
registered in the name of a nominee for one or more clearing
systems are referred to as "Global Certificates".
Clearing Systems:
It is expected that Notes will be accepted for clearance
through one or more clearing systems as specified in the
applicable Final Terms. These systems will include, in the
United States, the system operated by DTC and, for Fed
Bookentry Notes, the Federal Reserve and, outside the United
States, those operated by Euroclear and Clearstream,
Luxembourg and, if so specified in the applicable Final
Terms in the case of Notes listed on the Stock Exchange of
Singapore Limited, CDP, and in relation to any Series, such
other clearing system as specified in the applicable Final
Terms.
Initial Delivery of Notes:
On or before the issue date for each Tranche of Bearer Notes,
if the relevant Global Note is intended to be recognized as
eligible collateral for Eurosystem monetary policy and intra-
day credit operations, such Global Note will be delivered to a
common safekeeper (the "Common Safekeeper") for
Euroclear and Clearstream, Luxembourg (such Global Notes
are issued in new global note ("NGN") form). On or before
10