Bond Tadzhikistan 7.125% ( XS1676401414 ) in USD

Tadzhikistan

100.92 % ▲

Tajikistan

XS1676401414 ( in USD )

7.125% per year ( payment 2 times a year)

13/09/2027

Prospectus brochure of the bond Tajikistan XS1676401414 en USD 7.125%, maturity 13/09/2027

14/09/2026 ( In 163 days )

Tajikistan is a landlocked Central Asian country known for its mountainous terrain, rich history along the Silk Road, and a predominantly Persian-speaking population.

The Bond issued by Tadzhikistan ( Tajikistan ) , in USD, with the ISIN code XS1676401414, pays a coupon of 7.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 13/09/2027

LUXEMBOURG LISTING PROSPECTUS
US$500,000,000
Republic of Tajikistan
(acting through the Ministry of Finance)
7.125% Notes due 2027
The Republic of Tajikistan, acting through the Ministry of Finance of the Republic of Tajikistan (the "Issuer" or the
"Republic") is offering US$500,000,000 aggregate principal amount of its 7.125% notes due 2027 (the "Notes"). Interest on the
outstanding principal of the Notes will be payable semi-annually in arrears on March 14 and September 14 of each year
commencing on March 14, 2018. The principal of the Notes will, unless previously redeemed or purchased and cancelled, be
repaid in six equal semi-annual installments on March 14 and September 14 of each year commencing on March 14, 2025, with
the final maturity on September 14, 2027.
The Notes will be general, direct, unconditional, unsubordinated and unsecured obligations of the Republic and will
rank equally with all other unsubordinated external indebtedness of the Republic. The Notes will be backed by the full faith and
credit of the Republic. The Republic will loan the net proceeds from the offering of the Notes to 96.6% state-owned company
Open Joint Stock Company Rogun HPP ("OJSC Rogun HPP") for the purpose of financing certain amounts due under the
construction contract for the Rogun hydropower project. See "Use of Proceeds" on page 18.
The Notes will contain provisions, commonly known as "collective action clauses," regarding acceleration and voting
on future amendments, modifications and waivers. Under these provisions, the Republic may amend or obtain waivers of the
payment provisions of the Notes and certain other terms with the consent of holders of a specified percentage of the aggregate
principal amount of the outstanding Notes.
The Notes are a new issue of securities with no established trading market. Application has been made to list the Notes
on the Official List of the Luxembourg Stock Exchange and to trade them on the Euro MTF market of such exchange. This
Luxembourg Listing Prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities
dated July 10, 2005, as amended. The Euro MTF market of the Luxembourg Stock Exchange is not a regulated market for the
purposes of the Law on Prospectuses for Securities or Directive 2003/71/EC.
The Notes are expected to be rated B- (with stable outlook) by Standard & Poor's Credit Market Services Europe
Limited ("S&P") and B3 (with stable outlook) by Moody's Investors Service, Inc. ("Moody's"). S&P and Moody's are
established in the European Community and registered under Regulation (EC) No. 1060/2009 on credit rating agencies (the
"CRA Regulation"). The list of credit rating agencies registered in accordance with the CRA Regulation is available on the
European Securities and Market Authority's website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs). Any
change in the rating of the Notes may adversely affect the price that a purchaser may be willing to pay for the Notes. A rating is
not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any
time by the assigning rating agency.
Investment in the Notes involves significant risks. See "Risk Factors" beginning on page 8 regarding certain risks you
should consider before investing in the Notes.
Issue price: 100% plus accrued interest, if any, from September 14, 2017
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to U.S.
persons except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the
Securities Act ("Rule 144A") and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act
("Regulation S"). You 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.

The Notes will be offered and sold in registered form and in denominations of US$200,000 and integral multiples of
US$1,000 in excess thereof. The Notes will initially be represented by global certificates in registered form, one or more of
which will be issued in respect of the Notes sold in reliance on Rule 144A (the "Restricted Global Notes") and registered in the
name of a nominee for The Depository Trust Company ("DTC") and one or more of which will be issued in respect of the Notes
sold in reliance on Regulation S (the "Regulation S Global Note" and, together with the Restricted Global Notes, the "Global
Notes") and registered in the name of a nominee of the common depositary for Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking, S.A. ("Clearstream, Luxembourg"). It is expected that delivery of the Global Notes will be made on
September 14, 2017 or such later date as may be agreed (the "Issue Date") by the Republic and the Initial Purchasers. Beneficial
interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC,
Euroclear and Clearstream, Luxembourg and their respective participants. Except in the limited circumstances as described
herein, individual certificates will not be issued in exchange for beneficial interests in the Global Notes.
Joint Lead Managers and Bookrunners
Citigroup
Raiffeisen Bank International
The date of this Luxembourg Listing Prospectus is September 14, 2017

TAJIKISTAN

TABLE OF CONTENTS
GENERAL PROVISIONS ............................................................................................................................................ v
PRESENTATION OF INFORMATION ......................................................................................................................ix
FORWARD-LOOKING STATEMENTS ..................................................................................................................... x
ENFORCEMENT OF CIVIL LIABILITIES AND ARBiTRAL AWARDS ...............................................................xi
EXCHANGE RATE INFORMATION ..................................................................................................................... xiii
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ........................................................................................................................................................... 5
RISK FACTORS ........................................................................................................................................................... 8
USE OF PROCEEDS .................................................................................................................................................. 18
THE REPUBLIC OF TAJIKISTAN ........................................................................................................................... 19
THE TAJIKISTAN ECONOMY ................................................................................................................................ 27
BALANCE OF PAYMENTS AND FOREIGN TRADE ............................................................................................ 49
MONETARY AND FINANCIAL SYSTEM .............................................................................................................. 63
PUBLIC SECTOR FINANCES .................................................................................................................................. 80
PUBLIC DEBT ........................................................................................................................................................... 90
DESCRIPTION OF THE NOTES ............................................................................................................................... 98
BOOK-ENTRY SETTLEMENT AND CLEARANCE ............................................................................................ 113
TRANSFER RESTRICTIONS .................................................................................................................................. 118
PLAN OF DISTRIBUTION ...................................................................................................................................... 120
TAXATION .............................................................................................................................................................. 123
OFFICIAL STATEMENTS ...................................................................................................................................... 127
VALIDITY OF THE NOTES ................................................................................................................................... 127
GENERAL INFORMATION .................................................................................................................................... 128
iv

GENERAL PROVISIONS
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE REPUBLIC AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND THE RISKS INVOLVED.
In making an investment decision, you should rely only on the information contained in this Luxembourg
Listing Prospectus (the "Luxembourg Listing Prospectus"). We have not, and the Initial Purchasers have not,
authorized anyone to provide you with information that is different from the information contained in this
Luxembourg Listing Prospectus. This Luxembourg Listing Prospectus may only be used where it is legal to sell the
Notes. The information in this Luxembourg Listing Prospectus may only be accurate on the date of this
Luxembourg Listing Prospectus.
This Luxembourg Listing Prospectus may only be used for the purposes for which it has been published.
The Notes will be issued in registered form only. Notes sold in offshore transactions in reliance on
Regulation S will be represented by one or more permanent global notes in fully registered form without interest
coupons (the "Regulation S Global Notes") deposited with a custodian for, and registered in the name of a nominee
of the common depositary for Euroclear and Clearstream, Luxembourg. Notes sold in the United States to qualified
institutional buyers as defined in, and in reliance on, Rule 144A will be represented by one or more permanent
global notes in fully registered form without interest coupons (the "Restricted Global Notes" and, together with the
Regulation S Global Notes, the "Global Notes") deposited with a custodian for, and registered in the name of a
nominee for DTC. Beneficial interests of DTC participants (as defined under "Book-Entry Settlement and
Clearance") in the Global Notes will be shown on, and transfers thereof between DTC participants will be effected
only through, records maintained by DTC and its direct and indirect participants, including Euroclear and
Clearstream, Luxembourg, if applicable. See "Book-Entry Settlement and Clearance." Except as described herein,
definitive Notes will not be issued in exchange for beneficial interests in the Global Notes. For restrictions on
transfers applicable to the Notes, see "Transfer Restrictions" and "Plan of Distribution."
The Republic has taken reasonable care to ensure that the information contained in this Luxembourg
Listing Prospectus is true and correct in all material respects and not misleading as of the date hereof, and that, to the
best knowledge and belief of the Republic, there has been no omission of information which, in the context of the
issue of the Notes, would make this Luxembourg Listing Prospectus as a whole or any such information misleading
in any material respect. The Republic accepts responsibility accordingly.
The Notes described in this Luxembourg Listing Prospectus have not been registered with, recommended
by or approved by the U.S. Securities and Exchange Commission (the "SEC") or any other U.S. federal or state
securities commission or regulatory authority, nor has the SEC or any such state securities commission or authority
passed upon the accuracy or adequacy of this Luxembourg Listing Prospectus. Any representation to the contrary is
a criminal offense.
This Luxembourg Listing Prospectus does not constitute an offer by, or an invitation by or on behalf of, the
Republic or the Initial Purchasers to subscribe to or purchase any of the Notes. You are not to construe the contents
of this Luxembourg Listing Prospectus as investment, legal or tax advice. Each recipient of this Luxembourg
Listing Prospectus shall be deemed to have made its own investigation and appraisal of the financial condition of the
Republic. The distribution of this Luxembourg Listing Prospectus or any part thereof and the offering, possession,
sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Luxembourg Listing Prospectus comes are required by the Republic and the Initial Purchasers to inform themselves
about and to observe any such restrictions. We are not, and the Initial Purchasers are not, making any representation
to you regarding the legality of an investment in the Notes by you under applicable laws. The Notes are subject to
restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities
Act and applicable state securities laws pursuant to registration or exemption therefrom. See "Transfer
Restrictions" and "Plan of Distribution" for a description of further restrictions on the offer, sale and delivery of
Notes and on distribution of this Luxembourg Listing Prospectus and other offering material relating to the Notes.
You should be aware that you may be required to bear the financial risks of an investment in the Notes for an
indefinite period of time.
v

vi

Each person purchasing Notes pursuant to Rule 144A will be deemed to:
·
represent that it is purchasing the Notes for its own account or an account with respect to which it exercises
sole investment discretion and that it or such account is a qualified institutional buyer (as defined in
Rule 144A); and
·
acknowledge that the Notes have not been and will not be registered under the Securities Act or any state
securities laws and may not be reoffered, resold, pledged or otherwise transferred except as described under
"Transfer Restrictions."
Each purchaser of Notes sold outside the United States in reliance on Regulation S will be deemed to have
represented that it is not purchasing Notes with a view to distribution thereof in the United States.
Each person purchasing Notes also acknowledges that:
·
it has been afforded an opportunity to request from the Republic and to review, and it has received, all
additional information considered by it to be necessary to verify the accuracy of the information herein;
·
it has not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in connection
with its investigation of the accuracy of the information contained in this Luxembourg Listing Prospectus
or its investment decision; and
·
no person has been authorized to give any information or to make any representation concerning the
Republic or the Notes other than those contained in this Luxembourg Listing Prospectus and, if given or
made, such information or representation should not be relied upon as having been authorized by the
Republic or the Initial Purchasers.
We reserve the right to withdraw the offering of the Notes at any time, and we and the Initial Purchasers
reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to you less than
the full amount of Notes subscribed for by you. We are making this offering subject to the terms described in this
Luxembourg Listing Prospectus.
vii

STABILIZATION
In connection with the issue of the Notes, Citigroup Global Markets Limited (the "Stabilizing Manager")
(or any person acting on behalf of the Stabilizing Manager) 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, Stabilization
may not necessarily occur. Any Stabilization action may begin on or after the date on which adequate public
disclosure of the terms of the Notes is made and, if begun, may cease at any time, but it must end no later than the
earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any
Stabilization action or overallotment must be conducted by the Stabilizing Manager (or any person acting on behalf
of the Stabilizing Manager) in accordance with all applicable laws and rules.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
THE NOTES HAVE NOT BEEN APPROVED OR DISTRIBUTED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES
OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES REVIEWED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Luxembourg Listing Prospectus has been prepared on the basis that any offer of Notes in any Member
State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of the offering contemplated in this Luxembourg Listing Prospectus
may only do so in circumstances in which no obligation arises for the Republic or the Initial Purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Republic nor the
Initial Purchasers has authorized, nor do they authorize, the making of any offer of Notes in circumstances in which
an obligation arises for the Republic or the Initial Purchasers to publish a prospectus for such offer. The expression
"Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes
any relevant implementing measure in the Relevant Member State.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Luxembourg Listing Prospectus is for distribution only to persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This Luxembourg Listing
Prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this Luxembourg Listing Prospectus relates is available
only to relevant persons and will be engaged in only with relevant persons.
viii

PRESENTATION OF INFORMATION
In this Luxembourg Listing Prospectus, unless otherwise specified:
·
references to "we", "us", "the Republic" and "Tajikistan" are to the Republic of Tajikistan;
·
references to the "Government" are to the central government of Tajikistan; and
·
references to the "CIS" are to the Commonwealth of Independent States.
The National Bank of Tajikistan (the "NBT") is independent from the Government and is not included in
any statistics in this Luxembourg Listing Prospectus with respect to the Government.
Unless otherwise specified or the context requires, references herein to "U.S. dollars" and "US$" are to the
lawful currency of the United States of America; references to "TJS" are to Tajikistan somoni, the lawful currency
of the Republic; references to "rouble" are to the lawful currency of the Russian Federation ("Russia"); and
references to "SDR" are to Special Drawing Rights allocated by the International Monetary Fund.
Gross domestic product ("GDP") is a measure of the total value of final products and services produced in
a country. "Nominal GDP" measures the total value of final production in current prices. "Real GDP" measures the
total value of final production in constant prices, thus allowing historical GDP comparisons that exclude the effect
of inflation. For the purposes of this Luxembourg Listing Prospectus, GDP figures are calculated in accordance with
System of National Accounts (SNA) 1993 and the IMF`s Quarterly System of National Accounts paragraph 9.21
recommendation. GDP growth rates and growth rates for the various sectors of the Tajikistan economy are based on
real figures, unless otherwise indicated. Figures expressed as a percentage of GDP use nominal GDP as the base
number. GDP figures presented are nominal GDP unless otherwise indicated.
Statistical data appearing in this Luxembourg Listing Prospectus has, unless otherwise stated, been
obtained from the Agency on Statistics under the President of the Republic of Tajikistan ("TajStat"), the Ministry of
Finance, the NBT and other official Government sources. Certain statistics are preliminary and are identified as such
where presented. The development of statistical information relating to Tajikistan is an ongoing process, and revised
figures and estimates are produced on a continuous basis and may change further in the future. We are not obligated
to distribute such revised data and information to any investor. For this reason, certain data presented herein may
differ from data made public previously. All statistical information provided in this Luxembourg Listing Prospectus
may differ from that produced by other sources for a variety of reasons, including the use of different definitions and
cut-off times. See "Risk Factors Risk Factors Relating to Tajikistan Statistical Information."
Certain statistical information contained herein has been derived from official publications of, and
information supplied by, among others, the International Monetary Fund (the "IMF"), the United Nations
Conference on Trade and Development ("UNCTAD"), the United Nations Development Program (the "UNDP")
and the World Bank Group.
Unless otherwise stated, all annual information, including budget information, is based on calendar years,
and interim statistical information has not been annualized. Data included in this Luxembourg Listing Prospectus
have been subject to rounding adjustments; accordingly, data shown for the same item of information may vary, and
total figures may not be arithmetical sums of their components.
Except as otherwise provided, translations of amounts from one currency into another currency are solely
for the convenience of the reader and are made at various exchange rates. No representation is made that amounts
referred to herein could have been, or could be, converted into another currency at any particular exchange rate or at
all.
ix

FORWARD-LOOKING STATEMENTS
This Luxembourg Listing Prospectus contains certain forward-looking statements (as such term is defined
in the Securities Act) concerning the Republic. These statements are based upon beliefs of the Government and
others as well as a number of assumptions and estimates which are inherently subject to significant uncertainties,
many of which are beyond the control of the Republic. Future events may differ materially from those expressed or
implied by such forward-looking statements. In addition, in those and other portions of this Luxembourg Listing
Prospectus, the words "anticipates," "believes," "contemplates," "estimates," "expects," "plans," "intends,"
"projections" and similar expressions, as they relate to the Republic, are intended to identify forward-looking
statements. Such statements reflect the current views of the Republic with respect to future events and are subject to
certain risks, uncertainties and assumptions. The Republic undertakes no obligation publicly to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise. In light of these
risks and uncertainties, there can be no assurances that the events described or implied in the forward-looking
statements contained in this Luxembourg Listing Prospectus will in fact occur.
For Tajikistan, in addition to the factors described in this Luxembourg Listing Prospectus, including but not
limited to those discussed under "Summary," "Risk Factors," "The Republic of Tajikistan," "The Tajikistan
Economy," "Balance of Payments and Foreign Trade," "Monetary and Financial System," "Public Sector Finances"
and "Public Debt," the following factors, among others, could cause future conditions to differ materially from those
expressed in any forward-looking statements made herein:
·
adverse external factors, such as global or regional economic slowdowns or recession or low growth in
Tajikistan's trading partners including Russia, China or Kazakhstan, higher international interest rates, declines
in foreign direct investment ("FDI") or portfolio investment, reduced demand for Tajikistan's exports or
decreases in global commodity prices (including oil and gas prices);
·
adverse domestic factors, such as recession, high domestic inflation, high domestic interest rates, exchange rate
volatility, lower than expected tax receipts and foreign currency revenues, adverse developments in the
Tajikistan banking system, larger than expected fiscal costs (including for the recapitalization of banks),
difficulties in borrowing in the domestic and foreign markets, deterioration in the foreign reserve position, trade
and political disputes between Tajikistan and its trading partners or instability in or tensions with neighboring
countries;
·
decisions of international financial institutions such as the IMF and the World Bank regarding their financial
assistance to Tajikistan over the life of the Notes;
·
political factors in Tajikistan, which may affect, among other things, the timing and nature of economic reforms
in Tajikistan, the reduction of Tajikistan's budget deficit, the implementation of anti-corruption reforms and the
climate for FDI; and
·
delays or unforeseen costs or other difficulties in the implementation of strategic infrastructure projects, in
particular the Rogun Hydropower Plant and CASA-1000 electricity transmission system projects.
x