Obbligazione Eurobank Reconstruction Development 4% ( RSEBRDD24803 ) in RSD

Emittente Eurobank Reconstruction Development
Prezzo di mercato 100 RSD  ⇌ 
Paese  Regno Unito
Codice isin  RSEBRDD24803 ( in RSD )
Tasso d'interesse 4% per anno ( pagato 4 volte l'anno)
Scadenza 05/12/2019 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione European Bank for Reconstruction and Development RSEBRDD24803 in RSD 4%, scaduta


Importo minimo 10 000 000 RSD
Importo totale 2 500 000 000 RSD
Descrizione dettagliata La Banca Europea per la Ricostruzione e lo Sviluppo (BERS) è un'istituzione finanziaria internazionale che promuove lo sviluppo economico e la transizione verso economie di mercato in paesi dell'Europa centrale e orientale, nel Caucaso meridionale, nell'Asia centrale e nel Mediterraneo.

The Obbligazione issued by Eurobank Reconstruction Development ( United Kingdom ) , in RSD, with the ISIN code RSEBRDD24803, pays a coupon of 4% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 05/12/2019







OFFICIAL USE

European Bank for Reconstruction and Development
Issue of RSD 2,500,000,000 Floating Rate Bonds due 5 December 2019
The RSD 2,500,000,000 Floating Rate Bonds due 5 December 2019 (the "Bonds") will be issued by the European Bank for
Reconstruction and Development (the "Bank" or the "EBRD" or the "Issuer") in registered, dematerialised form in specified
denominations of RSD 10,000,000 (the "Specified Denomination") in an aggregate principal amount of RSD 2,500,000,000
(the "Aggregate Principal Amount") and will mature on 5 December 2019 and will be redeemed at their Specified
Denomination. Bonds may not be redeemed before such date. Interest on the Bonds is payable quarterly in arrears on the
5th of each March, June, September and December at the rate of Three-Month-BELIBOR + 0.4 per cent. The Bonds are
governed by Serbian law.
The Bonds will be issued at 100% of their Specified Denomination, with no transfer restrictions, in dematerialized form and
registered in the names of the legal owners as provided in the information system of the Central Securities Depositary and
Clearing House Trg Nikole Pasia br. 5, 11000 Belgrade, Republic of Serbia ("CSD Serbia"), on 5 December 2016 (the
"Issue Date"). Upon issue, the Bonds will constitute direct and unsecured obligations of the Bank.
This prospectus (the "Prospectus") contains the information prescribed by Articles 15, 16 and 17 of the Serbian Law on the
Capital Market (Official Gazette of RS, 31/2011 and 112/2015, as amended, the "Capital Market Law") and regulations
adopted pursuant to the Capital Markets Law. Application will be made for admission of the Bonds to trading on the prime
listing market segment of the regulated market (the "Regulated Market") of the Belgrade Stock Exchange.
In accordance with Article 27 of the Capital Markets Law, the Prospectus has been approved by the Securities Commission
of the Republic of Serbia (the "Commission"). By approving this Prospectus, the Commission confirms that the Prospectus
contains all data prescribed by the laws and regulations of the Republic of Serbia and that it can be published. The
Commission is not responsible for the accuracy and completeness of the information contained in this Prospectus.
Neither this Prospectus nor any other information supplied by the Bank or Raiffeisen Banka ad Beograd (the
"Underwriter") or Citigroup Global Markets Limited (the "Marketing Agent") in connection with the Bonds is
intended to provide an evaluation of the risks involved in investing in the Bonds. Each investor is advised to make its
own evaluation of the potential risks involved and, as it considers appropriate, to obtain its own legal, tax, financial
and other advice in respect of any decision to invest in the Bonds.
THE BONDS ARE NOT THE OBLIGATIONS OF ANY GOVERNMENT OR MEMBER OF THE
BANK.
Underwriter
Raiffeisen Banka ad Beograd
Marketing Agent
Citigroup
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IMPORTANT NOTICE
The Bank accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Bank (which has 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.
In connection with the issue and sale of the Bonds, no person is authorised to give any information or
to make any representation not contained in this Prospectus and neither the Bank nor the Underwriter
nor the Marketing Agent accepts responsibility for any information not contained herein. Neither the
delivery of this Prospectus nor any sale made hereunder shall, in any circumstances, create any
implication that there has been no change in the affairs of the Bank since the date hereof. This
Prospectus does not constitute and may not be used for the purposes of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such an offer or solicitation and no action is being taken to permit an
offering of the Bonds or the distribution of this Prospectus in any jurisdiction where such action is
required.
This Prospectus is not a recommendation to buy or an offer to buy or sell Bonds, investment advice,
legal or tax advice by or on behalf of the Bank or by or on behalf of other persons that are in any way
associated with the Bank.
Neither the Bank nor the Underwriter nor the Marketing Agent makes any representation to
any offeree or purchaser under appropriate investment or similar laws. Each prospective
investor is required to assess by itself or after consultation with its advisors whether it is
appropriate for such investor to invest in the Bonds under the applicable law.
This Prospectus has been prepared in both the English and Serbian languages. In case of any
discrepancy, the Serbian version shall prevail.
Reference in this document to "" or "EUR" means the euro, "$" refers to US dollars, and "RSD"
refers to Serbian dinars.
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Contents
PROSPECTUS SUMMARY .................................................................................................................. 4
RISK FACTORS .................................................................................................................................... 9
DOCUMENTS INCOPORATED BY REFERENCE .......................................................................... 13
SECURITIES NOTE ............................................................................................................................ 14
1
Responsible persons ...................................................................................................................... 14
2
Risk factors ................................................................................................................................... 14
3
Key information ............................................................................................................................ 14
4
Information on the Bonds ............................................................................................................. 14
5
Terms and Conditions of the Offer ............................................................................................... 17
6
Admission to trading ..................................................................................................................... 19
7
Additional Information ................................................................................................................. 20
TERMS AND CONDITIONS OF THE BONDS ................................................................................. 22
USE OF PROCEEDS ........................................................................................................................... 29
ISSUER DESCRIPTION ...................................................................................................................... 30
1
Persons Responsible ...................................................................................................................... 30
2
Risk factors ................................................................................................................................... 30
3
Information about the Bank .......................................................................................................... 30
4
Financial information .................................................................................................................... 34
5
Court, administrative and arbitration proceedings ........................................................................ 35
6
Statements from experts ................................................................................................................ 36
7
Documents on display ................................................................................................................... 36
SUBSCRIPTION AND SALE ............................................................................................................. 37
General .................................................................................................................................................. 37
RESPONSIBILITY STATEMENT ...................................................................................................... 38

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PROSPECTUS SUMMARY
The European Bank for Reconstruction and Development (the "Issuer" or the "Bank") has prepared this
prospectus summary (the "Summary") pursuant to Article 16 of the Capital Market Law. The most significant
data and risks in respect of the Issuer and the bonds issued under this prospectus (the "Bonds") are briefly set
out in this Summary. Not all of the data required for making the decision on investing in Bonds are provided in
this Summary.
This Summary is qualified by, and must be read as an introduction to, the Prospectus and any decision to invest
in the Bonds should be based on a consideration of this Prospectus as a whole by the investor, including the
documents incorporated by reference, together with any supplements thereto.
The Issuer and persons who prepared this Summary shall share responsibility for damages incurred in the event
that this Summary is misleading and incorrect and/or inconsistent when read together with the other parts of the
Prospectus.
Information about the Issuer
Basic information about the Issuer
The Issuer is an international organisation formed under the Agreement Establishing the European Bank for
Reconstruction and Development 29 May 1990 (the "Agreement"), signed by 40 countries, together with the
European Economic Community and the European Investment Bank. The Agreement entered into force on
28 March 1991 and the Bank commenced operations on 15 April 1991. The Bank currently has 67 members
(including Serbia). The Bank's principal office is in London.
The Bank's business address is at One Exchange Square, EC2A 2JN, United Kingdom. Its general telephone
number is +44 20 7338 6000. The Bank can also be reached via the general e-mail address:
[email protected].
Organisation and management
The management of the Bank consists of a board of governors, a board of directors, a president (currently, Sir
Suma Chakrabarti), one or more vice-presidents and such other officers and staff as may, from time to time, be
considered necessary.
All the powers of the Bank are vested in the board of governors to which each member country appoints a
governor. The board of governors delegates most powers to the board of directors, which is responsible for the
direction of the Bank's general operations and policies. The board of governors retains full power to exercise
authority over any matter it has delegated or assigned to the board of directors under the Agreement.
EBRD's Purpose and Functions
The purpose of the Bank is to foster the transition towards open market-oriented economies and to promote
private and entrepreneurial initiative in its countries of operations that are committed to applying the principles
of multiparty democracy, pluralism and market economics. The Bank's countries of operations currently include
the countries of Central and Eastern Europe and the former USSR, the Republic of Turkey, Mongolia and
countries in the Southern and Eastern Mediterranean region.
Share Capital
The Bank's authorised share capital is 30 billion. The Bank's capital is divided into paid-in shares and callable
shares. Each share has a par value of 10,000. As of 31 December 2015, the subscribed capital was 29.7
billion ( 6.2 billion paid-in capital and 23.5 billion callable capital).
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Recent events relevant for the evaluation of EBRD's solvency
Since the date of the latest published financial statements of EBRD, there are no events particular to the Bank
that to a material extent affect the Bank's solvency.
Selected Financial Information
The following selected financial information shows financial data of the Bank for the fiscal years 2011 until
2015:
EUR million
2015
2014
2013
2012
2011
Realised profit before impairment
949
927
1,169
1,007
866
Net profit/(loss) before transfers of net
802
(568)
1,012
1,021
173
income approved by the Board of
Governors
Transfers of net income approved by the
(360)
(155)
(90)
(190)
-
Board of Governors
Net profit/(loss) after transfers of net
442
(723)
922
831
173
income approved by the Board of
Governors
Paid-in capital
6,202
6,202
6,202
6,202
6,199
Reserves and retained earnings
8,384
7,947
8,674
7,748
6,974
Total members' equity
14,586
14,149
14,876
13,950
13,173
Use of Proceeds
The net proceeds to be received by the Bank from the issue of Bonds will be included in the ordinary capital
resources of the Bank and used in its ordinary operations.
Risks
Risks associated with the Issuer
The Bank extends loans, makes equity and debt investments and issues guarantees primarily to the private sector
in its countries of operation. Changes in the macroeconomic environment, political climate and financial
markets in these countries may affect the creditworthiness of the Bank's clients.
Risks associated with the Bonds
·
There can be no assurance of markets and liquidity for the Bonds.
·
The credit rating of the Bank may not reflect all risks affecting the Bonds.
·
Bonds may not be a legally viable investment for certain investors.
·
Certain provisions of the Terms and Conditions of the Bonds have not yet been tested by the Serbian
courts.
·
Interest payments on the Bonds may be subject to RSD exchange rate fluctuations.
·
The Bonds are floating rate bonds, where the coupon resets at predetermined intervals in line with
changes in the reference index. A holder of floating rate bonds is exposed to the risk of fluctuating
interest rate levels and uncertain interest income. Fluctuating interest rate levels make it impossible to
determine the profitability of floating rate bonds in advance.
·
Registered Holders assume the risk that the credit spread of the Issuer widens resulting in a decrease in
the market price of the Bonds.
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·
Registered Holders may be exposed to the risk that due to future money depreciation (inflation), the real
yield of the Bonds may be reduced.
Information about the Securities
Type and Class of the Bonds
The Bonds are issued as dematerialized book-entry bonds, registered in electronic form in the relevant securities
account, in the name of registered holder of the Bonds (the "Registered Holders"), in denominations of
RSD 10,000,000 each (the "Specified Denomination") and in an aggregate principal amount of
RSD 2,500,000,000 (the "Aggregate Principal Amount") on 5 December 2016 (the "Issue Date"). The Bonds
are only repayable at the maturity date and will be redeemed at their Specified Denomination.
The Bonds carry the ISIN: RSEBRDD24803
Currency of the Bonds
The Bonds are issued in Serbian dinar (RSD).
Ranking of the Bonds
The Bonds are direct and, subject to Condition 3 of the Terms and Conditions of the Bonds, unsecured
obligations of the Bank ranking pari passu without any preference among themselves and, subject as aforesaid,
with all its other obligations which are unsecured and not subordinated.
The Bonds are not the obligations of any government or member of the Bank.
Rights attached to the Bonds
Registered Holders are entitled to receive interest payments during the term of the Bonds and principal at the
maturity date.
Upon any default by the Bank in making interest or principal payments when due, the Bank will be obliged to
pay to the Registered Holders the statutory rate of default interest for default on interest payments or principal
payments.
The Bonds are freely transferable in accordance with applicable laws and the rules of the relevant clearing
systems.
Interest
Rate of Interest
The rate of interest of the Bonds consists of a variable and a fixed part. The variable part is Three-Month-
BELIBOR (the "Reference Rate"), whereas the fixed part of the rate of interest is a margin of 40 basis points
(0.4 per cent.). Interest is calculated and paid on a quarterly basis.
If, for any reason, Three-Month-BELIBOR is not available, Condition 4 of the Terms and Conditions of the
Bonds makes provision for an alternative method of determining the Reference Rate.
Interest Payment Dates
The Bonds shall bear interest on each Specified Denomination from (and including) the issue date to (but
excluding) the maturity date. Interest on the Bonds shall be payable quarterly in arrear on the 5th of each March,
June, September and December (each, an "Interest Payment Date") with the first interest payment to be made
on 5 March, 2017.
Interest Payments
The amount of interest payable on each Bond on each Interest Payment Date (including the maturity date, if
applicable) shall be determined by Raiffeisen Banka a.d. Beograd (in this function, the "Calculation and
Paying Agent") by applying the Reference Rate plus the margin to the Specified Denomination of such Bond.
Subject to mandatory provisions of Serbian law, the Bonds will cease to bear interest from (and including) the
Maturity Date (as defined in Condition 6 of the Terms and Conditions of the Bonds); provided, however that if
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payment of principal is improperly withheld or refused, interest shall not cease to accrue but shall continue to
accrue from (but excluding) the Maturity Date to (and including) the actual date of redemption at the higher of
(i) the Reference Rate plus the margin, or (ii) the statutory rate of default interest, until the actual date of
redemption of the Bonds.
Yield and Calculation Methods
As the Bonds bear a variable interest rate tied to Three-Month-BELIBOR, the yield on the Bonds cannot be
calculated in advance as it will vary depending on the movements of Three-Month-BELIBOR.
Governing Law and Jurisdiction
The Bonds are governed by, and shall be construed in accordance with, the laws of the Republic of Serbia. The
Bank irrevocably agrees, for the benefit of the Registered Holders that the competent courts of the Republic of
Serbia are to have jurisdiction to settle any disputes which may arise out of or in connection with the Bonds.
Prescription
Subject to mandatory provisions of Serbian law, claims for payment or delivery, as the case may be, of principal
in respect of the Bonds shall be prescribed upon the expiry of 5 years, and claims for payment or delivery, as the
case may be, of interest (if any) in respect of the Bonds shall be prescribed upon the expiry of 3 years.
Tax liabilities in connection with the Bonds
This section is for information purposes only and should not be construed as tax advice in relation to the
Bonds.
All payments of principal and interest on the Bonds will be made by the Bank to the Calculation and Paying
Agent (as defined below) as well as by the Calculation and Paying Agent to Registered Holders without
withholding or deduction for or on account of tax. For further information on the Bank's tax status please see the
section 5.3 "Taxation" in the Issuer Description below.
Each prospective Registered Holder is obliged to keep itself informed of tax liabilities that may arise from such
Registered Holder's acquisition, holding or disposal of the Bonds, including the tax laws or regulations of the
Republic of Serbia and all relevant agreements on double taxation avoidance, if the Registered Holder is a
Serbian non-resident, as well as to keep itself informed of any amendments to such laws and regulations that
may result in change in tax liabilities arising from the acquisition, holding or disposal of the Bonds. Neither the
Bank nor the Underwriter (as defined below), nor any other person involved in the issuance of the Bonds shall
bear any responsibility for any tax liabilities arising for the Registered Holders in respect of the Bonds.
Taxation of interest on bonds
Value Added Tax (VAT) is not calculated and paid on disbursement of interest arising from bonds issued in
Serbia.
Interest based income on bonds issued in Serbia by a non-resident, according to applicable laws and regulations,
is taxed in Serbia at the following rates:
Domestic legal entities
15 per cent
Domestic private individuals
15 per cent
Non-resident legal entities
-
Non-resident private individuals
15 per cent*
*unless otherwise regulated under an international double taxation avoidance agreement.
Taxation of principal in respect of bonds
According to applicable laws and regulations, repayment of principal in relation to bonds is not subject to tax in
Serbia.
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Capital gains tax
Capital gains on bonds issued in Serbia by a non-resident, according to applicable laws and regulations, are
taxed in Serbia at the following rates:
Domestic legal entities
15 per cent
Domestic private individuals
15 per cent
Non-resident legal entities
20 per cent *
Non-resident private individuals
15 per cent *
* unless otherwise regulated under an international double taxation avoidance agreement.
Terms and Conditions of the Offer
The aggregate principal amount of the Bonds to be issued is RSD 2,500,000,000. The total number of Bonds to
be issued is 250 in Specified Denominations of RSD 10,000,000 each.
The Bonds may be subscribed from and including 28 November 2016 to and including 2 December 2016 from
9:00 a.m. CET to 4:00 p.m. CET (the "Subscription Period") at the headquarters of the Underwriter, Raiffeisen
Banka a.d. Beograd, ora Stanojevia 16, New Belgrade (in this function, the "Underwriter"). Bonds are
subscribed for by signing a statement on the subscription form (which is available from the Underwriter), in
person or through a proxy.
The offer of Bonds is not targeted to specific categories of investors. The minimum subscription amount
corresponds to the Specified Denomination of RSD 10,000,000. The maximum subscription amount is the
Aggregate Principal Amount of the Bonds. The Bonds may be subscribed at a subscription price of 100 per cent
of their Specified Denomination. If the total amount of subscribed Bonds is higher than the Aggregate Principal
Amount, the issue amount will be proportionately allocated and distributed on a pro rata basis.
Raiffeisen Banka a.d. Beograd, ora Stanojevia 16 will act as underwriter and calculation and paying agent
for the Bonds.
The results of the offer of Bonds will be published no later than three Business Days following the end of the
Subscription Period, in printed form, free of charge, at the offices of the Bank, in London, as well as at the
office of the Bank in Belgrade, Spanskih boraca 3, on the website of the Bank (www.ebrd.com), at the offices of
the Belgrade Stock Exchange as well as its the website (www.belex.rs) and at the Underwriter's registered office
in Belgrade and on its website (www.raiffeisenbank.rs).
Admission to trading
Application will be made by the Underwriter (acting in its capacity as listing agent) on behalf of the Issuer for
the Bonds to be admitted to trading on the prime listing market segment of the Belgrade Stock Exchange.
Issuer Credit Rating
As of the date of this Prospectus, the Bank and/or its debt obligations have been assigned an AAA credit rating
by Standard & Poor's Credit Market Services Europe Limited, an Aaa credit rating by Moody's Investors
Service Limited and an AAA credit rating by Fitch France S.A..
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RISK FACTORS
Prospective investors should consider carefully the risks set forth below and the other information contained in
this Prospectus prior to making any investment decision with respect to the Bonds. Prospective investors should
note that the risks described below are not the only risks the Bank faces. Each of the risks highlighted below
could have a material adverse effect on the Issuer's business, operations, financial condition or prospects,
which, in turn, could have a material adverse effect on the amount of principal and interest which investors will
receive in respect of the Bonds.
The Bank has described only those risks relating to its business, operations, financial condition or prospects
that it considers to be material. There may be additional risks that the Bank currently considers not to be
material or of which it is not currently aware, and any of these risks could have the effects set forth above.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and should
consult with their own professional advisers (including their financial, accounting, legal and tax advisers) and
reach their own views prior to making any investment decision.
Risk Factors Relating to the Bonds
There can be no assurance of markets and liquidity for the Bonds.
The Bonds may not have an established trading market when issued. There can be no assurance of a secondary
market for any Bonds or the liquidity of such market if one develops or, if it does develop, that it will continue.
In an illiquid market, a holder of the Bonds (the "Registered Holder") may not be able to sell the Bonds at fair
market prices. Consequently, investors may not be able to sell their Bonds readily or at prices that will enable
them to realise a yield comparable to that of similar instruments, if any, with a developed secondary market.
The credit rating of the Bank may not reflect all risks affecting the Bonds.
The credit ratings assigned to the Bank may not reflect the potential impact of all risks related to the structure,
market and other factors that may affect the market price of the Bonds. A credit rating is not a recommendation
to buy, sell or hold securities and may be revised or withdrawn by the credit rating agency at any time.
Bonds may not be a legally viable investment for certain investors.
Investors should consult their own legal advisers in determining whether and to what extent the Bonds constitute
legal investments for such investors and whether and to what extent the Bonds can be used as collateral for
various types of borrowings. In addition, financial institutions should consult their legal advisers or regulators in
determining the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.
Investors whose investment activities are subject to investment laws and regulations, or to review or regulation
by certain authorities may be subject to restrictions on investments in certain types of debt securities, which may
include the Bonds. Investors should review and consider such restrictions prior to investing in any Bonds.
Certain provisions of the Terms and Conditions of the Bonds have not yet been tested by the Serbian courts.
Certain provisions of the Terms and Conditions of the Bonds have not yet been tested by the Serbian courts.
Exchange rate risk - Interest payments on the Bonds may be subject to RSD exchange rate fluctuations.
Investors should consider that the bonds will be denominated in RSD, and the exchange rate of RSD to other
currencies might change significantly, which also might affect the return investors are expecting to receive.
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The Bonds are floating rate bonds. Floating rate bonds tend to be volatile investments. A holder of floating rate
bonds is exposed to the risk of fluctuating interest rate levels and uncertain interest income. Fluctuating interest
rate levels make it impossible to determine the profitability of floating rate bonds in advance.
The interest on Bonds will be linked to the benchmark index BELIBOR. Benchmarks in general have been the
subject of recent national, international and other regulatory guidance and proposals for reform, including key
international proposals for reform of benchmarks such as: (i) IOSCO's Principles for Oil Price Reporting
Agencies (October 2012) and Principles for Financial Benchmarks (July 2013); (ii) ESMA-EBA's Principles for
the benchmark-setting process (June 2013); and (iii) the European Council's proposal for a regulation on indices
used as benchmarks in financial instruments and financial contracts (December 2015) which has been politically
agreed and is subject only to final legal and translation review. In addition to the aforementioned proposals,
there are numerous other proposals, initiatives and investigations which may impact benchmarks.
If such similar reforms are also implemented in Serbia, BELIBOR may perform differently than in the past, or
there may be other consequences which cannot be predicted. Although it is uncertain whether or to what extent
any such changes and/or any further changes in the administration or method for determining BELIBOR could
have on the market price of the Bonds whose interest is linked to BELIBOR, investors should be aware that:
(i)
any change to BELIBOR could affect the level of the published rate, including to cause it to be lower or
higher and/or more volatile than it would otherwise be;
(ii)
the methodology or other terms of BELIBOR could be changed, and such changes could have the effect
of reducing or increasing the rate or level or affecting the volatility of BELIBOR; and
(iii) the administrator of BELIBOR will not have any involvement in the Bonds and may take any actions in
respect of BELIBOR without regard to the effect of such actions on the Bonds.
Furthermore, BELIBOR quotes are based on supply and demand of money in the interbank market of the
Republic of Serbia, and therefore external factors might have significant effects on BELIBOR quotes. In
addition to the fact that monetary policy is controlled by the National Bank of Serbia, market disruptions caused
by political and economical instability, country risk, crisis in the banking sector, as well as natural disasters or
terrorist threats could affect the Three-Month-BELIBOR rate. Investors thus face the risk that any changes to
BELIBOR may have a material adverse effect on the market price of and the amount payable under the Bonds
whose rate of interest is linked to BELIBOR.
Registered Holders assume the risk that the credit spread of the Issuer widens resulting in a decrease in the
market price of the Bonds.
A credit spread is the margin payable by the Issuer to the Registered Holders as a premium for the assumed
credit risk. Credit spreads are offered and sold as premiums on current risk-free interest rates or as discounts on
the price.
Factors influencing the credit spread include, among other things, the creditworthiness and rating of the Issuer,
probability of default, recovery rate, remaining term to maturity of the Bonds, and obligations under any
collateralisation or guarantee and declarations as to any preferred payment or subordination. The liquidity
situation of the market, the general level of interest rates, overall economic developments, and the currency in
which the relevant obligation is denominated may also have a negative effect.
Holders are exposed to the risk that the credit spread of the Issuer widens resulting in a decrease in the market
price of the Bonds.
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