Obbligazione European Council 0.01125% ( US222213AJ93 ) in USD

European Council

100 USD ▲

Francia

US222213AJ93 ( in USD )

0.01125% per anno ( pagato 2 volte l'anno)

31/05/2018 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Council Of Europe US222213AJ93 in USD 0.01125%, scaduta

1 000 USD

1 250 000 000 USD

222213AJ9

Il Consiglio d'Europa è un'organizzazione internazionale che promuove la democrazia, i diritti umani e lo stato di diritto in Europa.

The Obbligazione issued by European Council ( France ) , in USD, with the ISIN code US222213AJ93, pays a coupon of 0.01125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/05/2018

Form 424(b)(5)
http://www.sec.gov/Archives/edgar/data/1472246/000119312513236939...
424B5 1 d543503d424b5.htm FORM 424(B)(5)
Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-166746
PRICING SUPPLEMENT
(To prospectus supplement dated May 3, 2011
and prospectus dated May 25, 2010)

COUNCIL OF EUROPE
DEVELOPMENT BANK
$1,250,000,000
1.125% Notes due May 31, 2018
The Council of Europe Development Bank (the "Bank" or "CEB") will pay interest on the 1.125% Notes due May 31, 2018 (the "Notes") on May 31 and
November 30 of each year. Interest will accrue on the Notes from and including May 31, 2013 and the first interest payment date will be November 30, 2013. The CEB
may not redeem the Notes prior to their maturity. There is no sinking fund for the Notes.

The CEB has applied for the Notes to be admitted to the official list of, and to trading on, the regulated market of the Luxembourg Stock Exchange.

PRICE 99.70% AND ACCRUED INTEREST, IF ANY

Underwriting
Discounts
Proceeds to CEB

Price to Public (1)
And Commissions (2)
(1) (3)

Per Note

99.70%
0.125%
99.575%
Total

$1,246,250,000
$
1,562,500
$1,244,687,500
(1) Plus accrued interest, if any, from May 31, 2013, if settlement occurs after that date.
(2)
CEB has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
(3)
Before deducting expenses related to the offering.

Neither the Securities and Exchange Commission, any state securities commission, the Luxembourg Stock Exchange nor any foreign governmental
agency has approved or disapproved of these securities or determined whether this pricing supplement or the accompanying prospectus supplement or
prospectus is accurate and complete. Any representation to the contrary is a criminal offense.
The Underwriters expect to deliver the Notes to purchasers in book-entry form only through The Depository Trust Company ("DTC") on May 31, 2013.

Credit Suisse HSBC Morgan Stanley RBC Capital Markets

Pricing Supplement dated May 23, 2013
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Table of Contents
TABLE OF CONTENTS

Page
Pricing Supplement

WHERE YOU CAN FIND MORE INFORMATION

PS-3
SUMMARY OF THE OFFERING

PS-4
USE OF PROCEEDS

PS-5
UNDERWRITING

PS-6
VALIDITY OF THE NOTES

PS-7
EXPERTS

PS-8
GENERAL INFORMATION

PS-9
Prospectus Supplement

INFORMATION RELATING TO THE NOTES

S-3

DESCRIPTION OF THE NOTES

S-4

Prospectus

ABOUT THIS PROSPECTUS

1

FORWARD-LOOKING STATEMENTS

1

WHERE YOU CAN FIND MORE INFORMATION

1

PRESENTATION OF FINANCIAL INFORMATION

2

THE COUNCIL OF EUROPE DEVELOPMENT BANK

3

USE OF PROCEEDS

4

DEBT RECORD

4

DESCRIPTION OF SECURITIES

5

General

5

Ranking

5

Negative Pledge

6

Default, Acceleration of Maturity

6

Redemption

6

Repurchase

6

Amendments

6

Governing Law, Jurisdiction and Consent to Service

7

UNDERWRITING

8

GLOBAL CLEARANCE AND SETTLEMENT

9

CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

12

Currency Conversions

12

Non-U.S. Dollars

12

Foreign Exchange Risks

12

UNITED STATES TAXATION

13

VALIDITY OF THE SECURITIES

23

AUTHORIZED REPRESENTATIVE

23

EXPERTS

23

ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB

23

This pricing supplement should be read together with the accompanying prospectus supplement dated May 3, 2011 setting forth information relating to the Notes,
the accompanying prospectus dated May 25, 2010, and the documents incorporated herein by reference (see "Where You Can Find More Information" in this pricing
supplement). These documents taken together are herein referred to as the "disclosure document." The documents incorporated herein by reference contain information
regarding the CEB and other matters. Further information concerning the CEB and the Notes offered hereby may be found in the registration statement (Registration
No. 333-166746) filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 relating to our debt securities described in the
prospectus.

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Table of Contents
If the information in this pricing supplement differs from the information contained in the accompanying prospectus supplement or prospectus, you should rely on
the information in this pricing supplement. If a capitalized term is used in this pricing supplement and not defined, it is defined in the accompanying prospectus or
prospectus supplement and has the same meaning herein.
You should rely only on the information provided in the disclosure document. We have not authorized anyone else to provide you with different information. We
are not making an offer of these securities in any jurisdiction where the offer is not permitted.
The distribution of this disclosure document, and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
disclosure document comes should inform themselves about and observe any such restrictions. This disclosure document does not constitute, and may not be used in
connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting".
This pricing supplement includes particulars provided in compliance with the rules governing admission of securities to the official list of and to trading on the
regulated market of the Luxembourg Stock Exchange for the purpose of providing information on the CEB. The disclosure document does not constitute a "prospectus"
within the meaning of the Luxembourg law of July 10, 2005 on securities prospectuses. The CEB accepts full responsibility for the accuracy of the information
contained in the disclosure document and confirms, having made all reasonable inquiries, that to the best of its knowledge and belief there are no other facts the
omission of which would make any statement herein misleading in any material respect. The CEB has not authorized anyone to give you any other information, and the
CEB takes no responsibility for any other information that others may give you. You should not assume that the information contained in this disclosure document is
accurate as of any date other than the date on the front of each document forming part of the disclosure document, or, with respect to information incorporated by
reference, as of the date of such information.
Inquiries regarding our listing status on the Luxembourg Stock Exchange should be directed to our Luxembourg listing agent, Banque Internationale à Luxembourg
SA, 69, route d'Esch, L-2953 Luxembourg.
This pricing supplement and the accompanying prospectus and prospectus supplement will be published on the website of the Luxembourg Stock Exchange at
http://www.bourse.lu.

References herein to "euro" or "" are to the single European currency adopted by certain participating member countries of the European Union, as of
January 1, 1999. References to "U.S. dollars" or "$" are to United States dollars.
References herein to "we" or "us" or similar expressions are to CEB.

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WHERE YOU CAN FIND MORE INFORMATION
The registration statement on Schedule B filed by the Bank (Registration No. 333-166746), including the attached exhibits and schedules, contains additional
relevant information about the Notes. The rules and regulations of the Securities and Exchange Commission ("SEC") allow the Bank to omit certain information
included in the registration statement from this pricing supplement and the accompanying prospectus and prospectus supplement. The registration statement, including its
various exhibits, is available to the public over the internet at the SEC's website: http://www.sec.gov. You may also read and copy these documents at the SEC's public
reference room, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at +1-800-SEC-0330 for further information on the public reference room.
The CEB files annual reports and other information with the SEC, which are available to the public over the internet at http://www.sec.gov or may be read and
copied at the SEC's public reference room. The SEC allows the Bank to "incorporate by reference" the documents that the Bank files with the SEC, which means that
the CEB can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this
pricing supplement and the accompanying prospectus and prospectus supplement, and later information that the CEB files with the SEC will automatically update and
supersede this information, as well as the information included in this pricing supplement and the accompanying prospectus and prospectus supplement. We incorporate
by reference the annual report on Form 18-K for the CEB for the fiscal year ended December 31, 2012, as filed with the SEC on April 16, 2013 (File No. 333-164460)
(the "Annual Report") and any future periodic reports and amendments filed with the SEC under the United States Securities Exchange Act of 1934, as amended,
between the date of this pricing supplement and the termination of the offering of the Notes. The Bank's Form 18-K and amendments on Form 18-K/A contain or will
contain, among other information, its most recently published annual report and financial statements, from time to time.
You can obtain any of the documents incorporated by reference in this document through us, from the SEC as described above or, with respect to the Annual
Report, and so long as any of the Notes are listed on the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange at http://www.bourse.lu.
Documents incorporated by reference are available without charge by requesting them in writing or by telephone from the CEB at the following address and telephone
number:
Council of Europe Development Bank
55, avenue Kléber
75116 Paris, France
+33 (0)1 47 55 55 00

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SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this pricing
supplement and the accompanying prospectus supplement and prospectus.

Issuer

Council of Europe Development Bank.
Securities Offered

US$ 1,250,000,000 principal amount of 1.125% Notes due May 31, 2018.
Issue Date

May 31, 2013.
Maturity Date

May 31, 2018.
Interest Payment Dates
May 31 and November 30 of each year, with interest accruing from May 31, 2013 and the

first interest payment being made on November 30, 2013.
Interest Rate
1.125% per annum, from May 31, 2013. Interest will be calculated on the basis of a
360-day year consisting of twelve 30-day months, subject to the Business Day Convention

as described in the accompanying prospectus supplement.
Redemption

The Notes are not subject to redemption prior to maturity.
Settlement Cycle

T+5.
Listing
The CEB has applied for the Notes to be admitted to the official list of and to trading on

the regulated market of the Luxembourg Stock Exchange.
Form, Registration and Settlement
The Notes will be represented by the Global Note registered in the name of Cede & Co. as
nominee for DTC. The Global Note will be deposited with a custodian for DTC. Except
as described in the accompanying prospectus, beneficial interests in the Global Note will
be represented through accounts of financial institutions acting on behalf of the beneficial
owners as direct and indirect participants in DTC. Investors may elect to hold interests in
the Global Note through DTC, if they are participants in DTC, or indirectly through
organizations that are participants in DTC. Owners of beneficial interests in the Global
Note will not be entitled to have Notes registered in their names and will not receive or be
entitled to receive physical delivery of definitive Notes. Initial settlement for the Notes
will be made in immediately available funds in U.S. dollars. See "Global Clearance and

Settlement" in the accompanying prospectus.
Withholding Tax; No Additional Amounts
The CEB has been advised that under current United States tax law payments of principal
of and interest on the Notes may generally be made by the CEB without withholding or
deduction for United States withholding taxes, assuming that the requirements set forth
under "United States Taxation--United States Alien Holders" and "United States Taxation
--Backup Withholding and Information Reporting" in the accompanying prospectus are
satisfied. The CEB will not pay additional amounts to holders of Notes who are
individuals in respect of any withholding tax. For further details, see "United States
Taxation" in the accompanying prospectus and "Description of Notes--No Payments of

Additional Amounts" in the accompanying prospectus supplement.
Fiscal Agent
Citibank, N.A. will be acting in its capacity as Fiscal Agent through its office located at

Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, United Kingdom.

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USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be used in the general operations of the CEB, including disbursements of loans heretofore or
hereafter granted by the CEB. The Bank can make no representation as to the particular projects for which, or borrowers to which, such loans will be made or as to the
Member States in which such projects will be located.

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UNDERWRITING
The Bank intends to offer the Notes through Credit Suisse Securities (Europe) Limited, HSBC Bank plc, Morgan Stanley & Co. International plc and RBC
Capital Markets, LLC as Underwriters. Subject to the terms and conditions of the underwriting agreement with the CEB, dated May 23, 2013, the Underwriters have
agreed to purchase, and the CEB has agreed to sell to the Underwriters, $1,250,000,000 in principal amount of Notes, as indicated in the table below:

Principal Amount
Underwriter

of the Notes

Credit Suisse Securities (Europe) Limited

$
312,500,000
HSBC Bank plc

$
312,500,000
Morgan Stanley & Co. International plc

$
312,500,000
RBC Capital Markets, LLC

$
312,500,000

Total

$
1,250,000,000
The underwriting agreement provides that the Underwriters are obligated to purchase all of the Notes if any are purchased.
The Underwriters propose to offer the Notes initially at the offering price on the cover page of this prospectus supplement.
The Underwriters may offer such Notes to selected dealers at the public offering price minus a selling concession of up to 0.125% of the principal amount of the
Notes. After the initial offering, the Underwriters may change the public offering price and other selling terms.
The CEB has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments
the Underwriters may be required to make in respect of those liabilities.
The total expenses of the offering, excluding underwriting discounts and commissions, are estimated to amount to approximately $172,700.
The Notes are a new issue of securities with no established trading market. The CEB has been advised by the Underwriters that they presently intend to make a
market in the Notes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time
without any notice. No assurance can be given with respect to the liquidity of the trading market for the Notes or that an active public market for the Notes will develop.
If an active public trading market for the Notes does not develop, the market price and liquidity of the Notes may be adversely affected.
In connection with this offering, the Underwriters may, subject to applicable laws and regulations, purchase and sell the Notes in the open market. These
transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the Underwriters of
a greater number of Notes than they are required to purchase in this offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the Notes while the offering is in progress.
These activities by the Underwriters may stabilize, maintain or otherwise affect the market price of the Notes. As a result, the price of the Notes may be higher
than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time.
Offers and sales in the United States are expected to be made through affiliates of the Underwriters that are registered as broker-dealers, acting as U.S. selling
agents.
Other relationships
The Underwriters and their affiliates from time to time may have provided certain investment banking, commercial banking and financial advisory services to the
Bank, for which they have received customary fees, commissions and other payments, and they may provide such services to us in the future, for which they would
receive customary fees, commissions and other payments.

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VALIDITY OF THE NOTES
The validity of the Notes will be passed upon on behalf of CEB by Sullivan & Cromwell LLP, Paris, France, and for the Underwriters by Cleary Gottlieb Steen
and Hamilton LLP, Paris, France. Sullivan & Cromwell LLP and counsel to the Underwriters may rely as to certain matters on the opinion of the CEB's General
Counsel.

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EXPERTS
The financial statements of the CEB for the year ended 2012, including the balance sheets, the profit and loss accounts, the statements of changes in equity, the
cash flow statements and notes comprising a summary of significant accounting policies and other explanatory notes, included in the CEB's Annual Report on Form
18-K and incorporated by reference herein, have been audited by KPMG Audit, a department of KPMG S.A., an independent registered public accounting firm, as set
forth in their report thereon incorporated by reference therein and incorporated herein by reference, and are included in reliance upon their report given on the authority
of this firm as experts in accounting and auditing.

PS-8
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GENERAL INFORMATION
The following information is required by the rules of the Luxembourg Stock Exchange:
1.
The issuance of the Notes was duly authorized by the CEB pursuant to a resolution of the Administrative Council of September 21, 2012.
2.
The Notes have been accepted for clearance through DTC. The Global Note has been assigned ISIN No. US222213AJ93, CUSIP No. 222213AJ9 and Common
Code No. 093942957.
3.
The CEB will appoint Citibank, N.A., London Branch as Paying Agent and transfer agent with respect to the Notes. A copy of the Fiscal Agency Agreement will
be available for inspection at the offices of Citibank, N.A., London Branch and Banque Internationale à Luxembourg SA, so long as any of the Notes are listed on
the Luxembourg Stock Exchange. In addition, a copy of the current, and any future, published annual and interim report of the CEB described under "Where You
Can Find More Information" may be obtained free of charge at the office of Banque Internationale à Luxembourg SA, so long as any of the Notes are listed on the
Luxembourg Stock Exchange.

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