Obbligazione European Development Council Bank 2.625% ( US222213AR10 ) in USD

Emittente European Development Council Bank
Prezzo di mercato 100 USD  ▼ 
Paese  Francia
Codice isin  US222213AR10 ( in USD )
Tasso d'interesse 2.625% per anno ( pagato 2 volte l'anno)
Scadenza 12/02/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Council of Europe Development Bank US222213AR10 in USD 2.625%, scaduta


Importo minimo 1 000 USD
Importo totale 1 000 000 000 USD
Cusip 222213AR1
Descrizione dettagliata La Banca di Sviluppo del Consiglio d'Europa (CEB) è un'istituzione finanziaria internazionale che finanzia progetti di sviluppo in Europa e nei paesi limitrofi, focalizzandosi su infrastrutture, ambiente ed energia sostenibile.

The Obbligazione issued by European Development Council Bank ( France ) , in USD, with the ISIN code US222213AR10, pays a coupon of 2.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 12/02/2023







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
$1,000,000,000
2.625% Notes due February 13, 2023
The Council of Europe Development Bank (the "Bank" or "CEB") will pay interest on the 2.625% Notes due February 13, 2023
(the "Notes") on February 13 and August 13 of each year. Interest will accrue on the Notes from and including February 13, 2018 and
the first interest payment date will be August 13, 2018. 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 99.628% AND ACCRUED INTEREST, IF ANY
Underwriting
Price to
Discounts
Proceeds to
Public (1)
And Commissions (2)
CEB (1) (3)
Per Note
99.628% 0.125%
99.503%
Total
$996,280,000
$1,250,000
$995,030,000
(1)
Plus accrued interest, if any, from February 13, 2018, 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 February 13, 2018.


Goldman Sachs International
HSBC
Nomura
TD Securities
Pricing Supplement dated February 6, 2018


TABLE OF CONTENTS
Page
Pricing Supplement
WHERE YOU CAN FIND MORE INFORMATION
PS-3
SUMMARY OF THE OFFERING
PS-4
USE OF PROCEEDS
PS-6
ADDITIONAL INFORMATION ON UNITED STATES TAXATION
PS-6
UNDERWRITING
PS-7
VALIDITY OF THE NOTES
PS-9
EXPERTS
PS-10
GENERAL INFORMATION
PS-11
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
3
THE COUNCIL OF EUROPE DEVELOPMENT BANK
4
USE OF PROCEEDS
5
DEBT RECORD
5
DESCRIPTION OF SECURITIES
6
General
6
Ranking
7
Negative Pledge
7
Default, Acceleration of Maturity
7
Redemption
8
Repurchase
8
Amendments
8
Governing Law, Jurisdiction and Consent to Service
8
UNDERWRITING
10
GLOBAL CLEARANCE AND SETTLEMENT
11
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS
14
Currency Conversions
14
Non-U.S. Dollars
14
Foreign Exchange Risks
14
UNITED STATES TAXATION
16
VALIDITY OF THE SECURITIES
28
AUTHORIZED REPRESENTATIVE
28
EXPERTS
28
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB
28
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
PS-1


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.
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.
PS-2


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, 2016, as filed with the SEC on April 10, 2017 (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. We also incorporate by reference Amendment No. 1 to the
Annual Report on Form 18-K/A, as filed with the SEC on October 4, 2017, and Amendment No. 2 to the Annual Report on Form
18-K/A, as filed with the SEC on January 31, 2018. 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 or from the SEC as described above.
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
PS-3


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
$1,000,000,000 principal amount of 2.625% Notes due February 13,
2023.
Issue Date
February 13, 2018.
Maturity Date
February 13, 2023.
Interest Payment Dates
February 13 and August 13 of each year, with interest accruing from
February 13, 2018 and the first interest payment being made on August
13, 2018.
Interest Rate
2.625% per annum, from February 13, 2018. 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.
PS-4


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., London Branch 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.
PS-5


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.
ADDITIONAL INFORMATION ON UNITED STATES TAXATION
The following supplements the discussion under the "United States Taxation" section of the prospectus regarding the U.S. federal
income tax treatment of the Notes, and is subject to the limitations and exceptions set forth therein.
Certain provisions of U.S. law ("FATCA") impose a 30% withholding tax on certain payments to non-United States financial
institutions and other entities that fail to comply with information reporting requirements or certification requirements in respect of their
direct and indirect United States shareholders and/or United States accountholders. The United States and France have signed an
intergovernmental agreement (the "IGA") to implement FATCA. The CEB believes that it is treated as a "Non-Reporting French
Financial Institution" and an "exempt beneficial owner" under the IGA. Accordingly, the CEB does not expect to withhold FATCA tax
from any payment it will make on the Notes.
The Notes will be issued with a de minimis amount of original issue discount ("OID"). While a United States holder is generally
not required to include de minimis OID in income prior to the sale or maturity of the Notes, under recently enacted legislation, United
States holders that maintain certain types of financial statements and that are subject to the accrual method of tax accounting may be
required to include de minimis OID on the Notes in income no later than the time upon which they include such amounts in income on
their financial statements. United States holders that maintain financial statements should consult their tax advisors regarding the tax
consequences to them of this legislation.
Due to a change in law under recently enacted legislation, the final sentence of the second paragraph of "--Payments of Interest"
under the "United States Taxation" section of the prospectus should be updated to read as follows: "Under the foreign tax credit rules,
interest and original issue discount will generally be "passive" income for purposes of computing the foreign tax credit."
PS-6


UNDERWRITING
The Bank intends to offer the Notes through Goldman Sachs International, HSBC Bank plc, Nomura International plc and The
Toronto-Dominion Bank as Underwriters. Subject to the terms and conditions of the underwriting agreement with the CEB, dated
February 6, 2018, the Underwriters have agreed to purchase, and the CEB has agreed to sell to the Underwriters, $1,000,000,000 in
principal amount of Notes, as indicated in the table below:
Principal Amount
Underwriter
of the Notes
Goldman Sachs International
$
250,000,000
HSBC Bank plc
$
250,000,000
Nomura International plc
$
250,000,000
The Toronto-Dominion Bank
$
250,000,000
Total
$ 1,000,000,000
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
$170,000.
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.
PS-7


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.
Notice by the Underwriters to distributors regarding MiFID II product governance
The Underwriters acting in their capacity as manufacturers of the Notes in the meaning of Directive 2014/65/EU and
implementing legislation (as amended, "MiFID II") hereby inform prospective distributors for the purpose of the product governance
rules under MiFID II that the target market assessment made by the Underwriters in respect of the Notes in accordance with the product
governance rules under MiFID II has led the Underwriters to the conclusion that: (i) the target market for the Notes is eligible
counterparties, professional clients and retail clients each as defined in MiFID II; and (ii) all channels for distribution of the Notes are
appropriate. Any distributor should take into consideration the Underwriters' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
Underwriters' target market assessment), determining appropriate distribution channels and performing the suitability and
appropriateness assessment with respect to each client.
PS-8