Obbligazione European Development Council Bank 0.875% ( US222213AY60 ) in USD

Emittente European Development Council Bank
Prezzo di mercato refresh price now   98.72 USD  ▲ 
Paese  Francia
Codice isin  US222213AY60 ( in USD )
Tasso d'interesse 0.875% per anno ( pagato 2 volte l'anno)
Scadenza 21/09/2026



Prospetto opuscolo dell'obbligazione Council of Europe Development Bank US222213AY60 en USD 0.875%, scadenza 21/09/2026


Importo minimo /
Importo totale /
Cusip 222213AY6
Coupon successivo 22/09/2026 ( In 94 giorni )
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 US222213AY60, pays a coupon of 0.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 21/09/2026







PRICING SUPPLEMENT
(To prospectus supplement dated December 22, 2020
and prospectus dated October 30, 2020)
COUNCIL OF EUROPE
DEVELOPMENT BANK
$1,000,000,000
0.875% Notes due September 22, 2026
The Council of Europe Development Bank (the "Bank" or "CEB") will pay interest on the 0.875% Notes due September 22,
2026 (the "Notes") on March 22 and September 22 of each year. Interest will accrue on the Notes from and including September 22,
2021 and the first interest payment date will be March 22, 2022. 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: 99.927% AND ACCRUED INTEREST, IF ANY
Underwriting
Price to
Discounts
Proceeds to
Public(1)
and Commissions(2)
CEB(3)
Per Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.927%
0.125%
99.802%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$999,270,000.00
$1,250,000.00
$998,020,000.00
(1) Plus accrued interest, if any, from September 22, 2021, if settlement occurs after that date.
(2) The 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 U.S. 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 September 22, 2021.
Barclays
BofA Securities
J.P. Morgan
RBC Capital Markets
Pricing Supplement dated September 15, 2021


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
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-7
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-8
VALIDITY OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-10
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-10
Prospectus Supplement
INFORMATION RELATING TO THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
RISKS RELATING TO THE USE OF PROCEEDS OF CERTAIN NOTES . . . . . . . . . . . . . . .
S-7
Prospectus
ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
THE COUNCIL OF EUROPE DEVELOPMENT BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
DEBT RECORD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
GLOBAL CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS . . . . . . . . . . . . . . . . .
13
UNITED STATES TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
AUTHORIZED REPRESENTATIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB . . . . . . . . . . . . . . . . . . . . . . . . .
26
This pricing supplement should be read together with the accompanying prospectus supplement dated
December 22, 2020 setting forth information relating to the Notes, the accompanying prospectus dated
October 30, 2020, 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. 333-240160) 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.
PS-1


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 Chapter 2 of Part III of the Luxembourg law dated July 16, 2019 on
Prospectuses for Securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise
en æuvre du règlement (UE) 2017/1129). 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 the CEB.
PS-2


WHERE YOU CAN FIND MORE INFORMATION
The registration statement on Schedule B filed by the Bank (Registration No. 333-240160), including
the attached exhibits and schedules, contains additional relevant information about the Notes. The rules
and regulations of the Securities and Exchange Commission (the "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.
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. 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, 2020, as filed with the SEC on April 19, 2021 (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 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 0.875% Notes due September 22,
2026.
Issue Date . . . . . . . . . . . . . . . .
September 22, 2021.
Maturity Date . . . . . . . . . . . . .
September 22, 2026.
Interest Payment Dates . . . . . . .
March 22 and September 22 of each year, with interest accruing
from September 22, 2021 and the first interest payment being made
on March 22, 2022.
Interest Rate . . . . . . . . . . . . . .
0.875% per annum, from September 22, 2021. 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
PS-4


prospectus and "Description of the Notes -- No Payment 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
accompanying prospectus regarding the U.S. federal income tax treatment of the Notes, and is subject to
the limitations and exceptions set forth therein.
As discussed under "-- United States Holders -- Book/Tax Conformity" in the accompanying
prospectus, United States holders that use an accrual method of accounting for tax purposes ("accrual
method holders") generally are required to include certain amounts in income no later than the time such
amounts are reflected on certain financial statements (the "book/tax conformity rule"). However, recently
finalized regulations generally would exclude, among other items, original issue discount and market discount
(in either case, whether or not de minimis) from the applicability of the book/tax conformity rule.
PS-6


CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the CEB's capitalization and indebtedness as of June 30, 2021. It does
not otherwise give effect to any transaction since that date. Since June 30, 2021, there has been no material
change in the capitalization of CEB except for the following issuances:
· Under the CEB's Euro Medium Term Note Program: GBP 100 million (approximately EUR
116 million based on the exchange rate at the time of the issuance) 0.375% notes due 2025 in July 2021,
EUR 100 million 1.750% notes due 2024 in August 2021, EUR 100 million 1.750% notes due 2024
in September 2021, EUR 100 million 1.750% notes due 2024 in September 2021, and
· Under the CEB's Euro Commercial Paper Program: approximately EUR 81 million (based on the
exchange rate as at September 13, 2021) issued since June 30, 2021 and outstanding as of September 13,
2021.
As of
June 30, 2021
(in thousands of euros)
Short-term Debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,377,152
Long-term Debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,038,692
Equity
Capital(3)
Subscribed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,477,144
Uncalled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,864,180)
Called . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
612,964
General Reserve(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,627,884
Gains or losses recognized directly in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(105,140)
Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,744
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,187,452
Total Capitalization(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,226,144
(1) See "Financial Review -- Balance Sheet -- Funding" in the CEB's Annual Report on Form 18-K for
the fiscal year ended December 31, 2020, filed with the SEC on April 19, 2021 (the "Annual Report for
2020"). Consists of current portion of long-term debt plus existing debt securities with a maturity of
less than one year as of the issue date, excluding accrued interest and value adjustment of debt securities
hedged by derivatives.
(2) See "Financial Review -- Balance Sheet -- Funding" in the Annual Report for 2020. Consists of non-
current portion of debt securities with a maturity of more than one year as of the issue date, excluding
accrued interest and value adjustment of debt securities hedged by derivatives. None of the CEB's
debt is guaranteed by other parties or secured.
(3) See "Capital Structure -- Subscribed, Called and Uncalled Capital" in the Annual Report for 2020.
(4) The CEB's general reserve represents retained earnings and a portion of the contributions paid in by
new Member States upon accession. See "Capital Structure -- Reserves" in the Annual Report for 2020.
(5) Total capitalization consists of long-term debt and total equity.
PS-7


UNDERWRITING
The Bank intends to offer the Notes through Barclays Bank Ireland PLC, BofA Securities Europe SA,
J.P. Morgan AG and RBC Capital Markets, LLC as Underwriters. Subject to the terms and conditions of
the underwriting agreement with the CEB, dated September 15, 2021, 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
Barclays Bank Ireland PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 250,000,000
BofA Securities Europe SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 250,000,000
J.P. Morgan AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 250,000,000
RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 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 to the CEB, excluding underwriting discounts and commissions, are
estimated to amount to approximately $100,000.
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.
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
PS-8


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
Solely for the purposes of each Underwriter's product approval process, the target market assessment
made by the Underwriters in respect of the Notes 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
Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "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) and determining appropriate distribution
channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
The Issuer does not fall under the scope of application of MiFID II and, in particular, does not qualify as
a manufacturer or distributor for the purposes of MiFID II.
PS-9