Obligation IBRD-Global 2.9% ( AU3CB0258739 ) en AUD

Société émettrice IBRD-Global
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Etats-unis
Code ISIN  AU3CB0258739 ( en AUD )
Coupon 2.9% par an ( paiement semestriel )
Echéance 25/11/2025



Prospectus brochure de l'obligation IBRD AU3CB0258739 en AUD 2.9%, échéance 25/11/2025


Montant Minimal 1 000 AUD
Montant de l'émission 300 000 000 AUD
Prochain Coupon 26/11/2025 ( Dans 25 jours )
Description détaillée La Banque internationale pour la reconstruction et le développement (IBRD), membre du Groupe de la Banque mondiale, fournit des prêts et des services consultatifs aux pays à revenu intermédiaire et à revenu faible pour soutenir leur développement économique.

L'Obligation émise par IBRD-Global ( Etats-unis ) , en AUD, avec le code ISIN AU3CB0258739, paye un coupon de 2.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/11/2025








Final Terms dated November 26, 2019

International Bank for Reconstruction and Development

Issue of AUD125,000,000 2.90 per cent. Fixed Rate Notes due November 26, 2025
("Notes")
(to be consolidated and form a single Series with the existing
AUD300,000,000 2.90 per cent. Fixed Rate Notes due November 26, 2025,
issued on November 26, 2018 and
AUD200,000,000 2.90 per cent. Fixed Rate Notes due November 26, 2025,
issued on April 3, 2019)

under the
Global Debt Issuance Facility

Terms used herein shall be deemed to be defined as such for the purposes of the terms
and conditions (the "Conditions") set forth in the Prospectus dated May 28, 2008. This
document constitutes the Final Terms of the Notes described herein and must be read in
conjunction with such Prospectus.
International Bank for Reconstruction and Development is neither a bank nor an authorised
deposit-taking institution which is authorised under the Banking Act 1959 of Australia (the
"Australian Banking Act"). The Notes are not the obligations of any government and, in
particular, are not guaranteed by, the Commonwealth of Australia and an investment in
Notes will not be covered by the depositor protection provisions in section 13A of the
Australian Banking Act and will not be covered by the Australian Government's banking
deposit guarantee (also commonly referred to as the Financial Claims Scheme).
MiFID II product governance / Retail investors, professional investors and ECPs
target markets ­ see Term 28 below.
SUMMARY OF THE NOTES
1. Issuer:
International Bank for Reconstruction and
Development
("IBRD")
2. (i)
Series Number:
100601
(ii) Tranche Number:
3
3. Specified Currency or Currencies
Australian Dollars ("AUD")
(Condition 1(d)):
4. Aggregate Nominal Amount:

(i)
Series:
AUD625,000,000
(ii) Tranche:
AUD125,000,000
5. (i)
Issue Price:
109.464 per cent. of the Aggregate Nominal Amount
of this Tranche, plus 7 days of accrued interest of
AUD70,000.
(ii) Net proceeds:
AUD136,673,750
6. Specified Denominations
AUD1,000. See also Term 27 below
(Condition 1(b)):
7. (i)
Issue Date:
December 3, 2019
(ii) Interest Commencement
November 26, 2019

Date (Condition 5(l)):
8. Maturity Date (Condition 6(a)):
November 26, 2025
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9. Interest Basis (Condition 5):
2.90 per cent. Fixed Rate (further particulars
specified below)
10. Redemption/Payment Basis
Redemption at par
(Condition 6):
11. Change of Interest or
Not Applicable
Redemption/Payment Basis:
12. Call/Put Options (Condition 6):
Not Applicable
13. Status of the Notes (Condition 3):
Unsecured and unsubordinated
14. Listing:
Luxembourg Stock Exchange
15. Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions
Applicable
(Condition 5(a)):
(i)
Rate of Interest:
2.90 per cent. per annum payable semi-annually in
arrear
(ii) Interest Payment Date(s):
May 26 and November 26 in each year, from and
including May 26, 2020 to, and including, the
Maturity Date, not subject to adjustment in
accordance with a Business Day Convention
(iii) Interest Period Date(s):
Each Interest Payment Date
(iv) Business Day Convention:
Not Applicable
(v) Fixed Coupon Amount:
AUD14.50 per Specified Denomination per Interest
Payment Date
(vi) Broken Amount(s):
Not Applicable
(vii) Day Count Fraction
RBA Bond Basis, which means one divided by the

(Condition 5(l)):
number of Fixed Rate Interest Payment Dates in a
year (or where the Calculation Period does not
constitute an Interest Period, the actual number of
days in the Calculation Period divided by 365 (or, if
any portion of the Calculation Period falls in a leap
year, the sum of:
(i) the actual number of days in that portion of the
Calculation Period falling in a leap year divided
by 366; and
(ii) the actual number of days in that portion of the
Calculation Period falling in a non-leap year
divided by 365)).
(viii) Other terms relating to the
Not Applicable
method of calculating interest
for Fixed Rate Notes:
PROVISIONS RELATING TO REDEMPTION
17. Final Redemption Amount of each AUD1,000 per Specified Denomination
Note (Condition 6):
18. Early Redemption Amount
As set out in the Conditions
(Condition 6(c)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
19. Form of Notes (Condition 1(a)):
Registered Notes only
The holders of the Notes are entitled to the benefit
of, and are bound by and are deemed to have notice
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of, the provisions of the second deed poll executed
by IBRD on October 19, 2009 ("Deed Poll")
constituting the Notes. The Notes will be Registered
Notes for the purposes of the Terms and Conditions
(as defined in the Deed Poll). A copy of the Deed
Poll may be inspected, without charge, at the offices
of the Registrar. The Registrar will hold the original
Deed Poll.
20. New Global Note:
No
21. Financial Centre(s) or other
Sydney
special provisions relating to
payment dates (Condition 7(h)):
22. Governing law (Condition 14):
New South Wales, Australia
23. Other final terms:
As set out in Appendix A to these Final Terms
DISTRIBUTION
24. (i)
If syndicated, names of
Not Applicable
Managers:
(ii) Stabilizing Manager(s) (if
Not Applicable
any):
25. If non-syndicated, name of Dealer: Nomura International plc
26. Total commission and concession: 0.181 per cent. of the Aggregate Nominal Amount of
this Tranche (AUD226,250)
27. Additional selling restrictions:
See the additional selling restrictions in paragraph 1
of the "General Information" section below for
restrictions on offers, invitations or sales of Notes for
a consideration of less than AUD500,000.
28. MiFID II product governance /
Directive 2014/65/EU (as amended, "MiFID II")
Retail investors, professional
product governance / Retail investors,
investors and ECPs target
professional investors and eligible
markets:
counterparties ("ECPs") target market: Solely for
the purposes of the manufacturer's product approval
process, the target market assessment in respect of
the Notes has led 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 person
subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration
the manufacturer's 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 manufacturer's target market
assessment) and determining appropriate
distribution channels.
IBRD does not fall under the scope of application of
the MiFID II package. Consequently, IBRD does not
qualify as an "investment firm", "manufacturer" or
"distributor" for the purposes of MiFID II.
For the purposes of this provision, the term
"manufacturer" means Nomura International plc.
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29. Singapore Securities and Futures
Solely for the purposes of its obligations pursuant to
Act Product Classification:
sections 309B of the Securities and Futures Act
(Chapter 289 of Singapore) (the "SFA") and the
Securities and Futures (Capital Markets Products)
Regulations 2018 (the "CMP Regulations 2018"),
the Issuer has determined, and hereby notifies all
relevant persons (as defined in section 309A of the
SFA) that the Notes are "prescribed capital markets
products" (as defined in the CMP Regulations 2018)
and Excluded Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment
Products).
OPERATIONAL INFORMATION

30. ISIN Code:
AU3CB0258739
31. Common Code:
191445341
32. Any clearing system(s) other than
The Issuer has applied to Austraclear Limited
Euroclear Bank SA/NV,
("Austraclear") for approval for the Notes to be
Clearstream Banking S.A. and
traded on the settlement system operated by
The Depository Trust Company
Austraclear ("Austraclear System"). Such approval
and the relevant identification
by Austraclear is not a recommendation or
number(s):
endorsement by Austraclear of the Notes.
On admission to the Austraclear System, interests in
the Notes may be held through Euroclear Bank
SA/NV as operator of the Euroclear System
("Euroclear")
or Clearstream Banking
S.A.
("Clearstream,
Luxembourg"). In these
circumstances, entitlements in respect of holdings of
interests in the Notes in Euroclear would be held in
the Austraclear System by HSBC Custody
Nominees (Australia) Limited as nominee of
Euroclear while entitlements in respect of holdings of
interests in the Notes in Clearstream, Luxembourg
would be held in the Austraclear System by a
nominee of J.P. Morgan Chase Bank, N.A. as
custodian for Clearstream, Luxembourg.
The rights of a holder of interests in Notes held
through Euroclear or Clearstream, Luxembourg are
subject to the respective rules and regulations for
accountholders of Euroclear and Clearstream,
Luxembourg, the terms and conditions of
agreements between Euroclear and Clearstream,
Luxembourg and their respective nominees and the
rules and regulations of the Austraclear System.
In addition, any transfer of interests in Notes which
are held through Euroclear or Clearstream,
Luxembourg will, to the extent such transfer will be
recorded on the Austraclear System, be subject to
the Corporations Act 2001 of Australia and the other
requirements set out in Condition 2 of the Notes.
See also Appendix B to these Final Terms.
33. Delivery:
Delivery against payment
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4



34. Registrar and Transfer Agent (if
Reserve Bank of Australia
any):
35. Additional Paying Agent(s) (if
Reserve Bank of Australia
any):
36. Intended to be held in a manner
No
which would allow Eurosystem
eligibility:

GENERAL INFORMATION
IBRD's most recent Information Statement was issued on September 24, 2019.
The following additional selling restriction will apply to the issue:
Australia:
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of
Australia) in relation to the Notes has been or will be lodged with the Australian Securities
and Investments Commission ("ASIC"). Each Manager has represented and agreed that
it:
(a)
has not (directly or indirectly) offered or invited applications, and will not
offer or invite applications, for issue, sale or purchase of the Notes in
Australia (including an offer or invitation which is received by a person in
Australia); and
(b)
has not distributed or published, and will not distribute or publish, any
Prospectus or other offering material or advertisement (including any Final
Terms) relating to any Notes in Australia,
unless (i) the aggregate consideration payable by each offeree is at least AUD500,000 (or
its equivalent in an alternate currency) (disregarding moneys lent by the offeror or its
associates) or the offer otherwise does not require disclosure to investors under Parts 6D.2
or 7.9 of the Corporations Act 2001 of Australia, (ii) such action complies with applicable
laws and directives (including that the offer or invitation is not made to a person who is a
"retail client" within the meaning of section 761G of the Corporations Act 2001 of Australia),
and (iii) such action does not require any document to be lodged with ASIC.
In addition, each Manager has agreed that it will comply with Banking exemption No. 1 of
2018 dated March 21, 2018 promulgated by the Australian Prudential Regulation Authority
which requires all offers and transfers to be for an aggregate principal amount of at least
AUD500,000. Banking exemption No. 1 does not apply to transfers which occur outside
Australia.
SPECIAL ACCOUNT
An amount equal to the net proceeds of the issue of the Notes will be credited to a special
account that will support IBRD's lending for Eligible Projects. So long as the Notes are
outstanding and the special account has a positive balance, periodically and at least at the
end of every fiscal quarter, funds will be deducted from the special account and added to
IBRD's lending pool in an amount equal to all disbursements from that pool made during
such quarter in respect of Eligible Projects.
ELIGIBLE PROJECTS
"Eligible Projects" means all projects funded, in whole or in part, by IBRD that promote
the transition to low-carbon and climate-resilient growth in the recipient country, as
determined by IBRD. Eligible Projects may include projects that target (a) mitigation of
climate change including investments in low-carbon and clean technology programs, such
as energy efficiency and renewable energy programs and projects ("Mitigation Projects"),
44502699_4
5



or (b) adaption to climate change, including investments in climate-resilient growth
("Adaption Projects").
Examples of Mitigation Projects include, without limitation:
(i)
rehabilitation of power plants and transmission facilities to reduce greenhouse
gas emissions;
(ii)
solar and wind installations;
(iii)
funding for new technologies that permit significant reductions in GHG
emissions;
(iv)
greater efficiency in transportation, including fuel switching and mass
transport;
(v)
waste management (methane emission) and construction of energy-efficient
buildings; and
(vi)
carbon reduction through reforestation and avoided deforestation.
Examples of Adaption Projects include, without limitation:
(i)
protection against flooding (including reforestation and watershed
management);
(ii)
food security improvement and stress-resilient agricultural systems which slow
down deforestation; and
(iii)
sustainable forest management and avoided deforestation.
The above examples of Mitigation Projects and Adaption Projects are for illustrative
purposes only and no assurance can be provided that disbursements for projects with
these specific characteristics will be made by IBRD during the term of the Notes. Payment
of principal and interest, if any, on the Notes will be made from IBRD's general funds and
will not be directly linked to the performance of any Eligible Projects.
LISTING APPLICATION
These Final Terms comprise the final terms required for the admission to the Official List
of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's
regulated market of the Notes described herein issued pursuant to the Global Debt
Issuance Facility of International Bank for Reconstruction and Development.
RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:

By:
.....................................................

Name:
Title:

Duly authorized

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APPENDIX A TO FINAL TERMS
This is Appendix A to the Final Terms dated November 26, 2019 and the following
provisions amend, supplement, vary and/or substitute the terms and conditions applicable
to the Notes as set out in the Prospectus dated May 28, 2008 incorporated in this Final
Terms. To the extent of any inconsistency between the terms and conditions set out in the
Prospectus and these supplemental conditions, these supplemental conditions will apply
to the extent of that inconsistency.
Preamble
The Notes are constituted by the Deed Poll and inscribed in the Register pursuant to the
Registry Services Agreement. The Global Agency Agreement and the Deed of Covenant
will not apply to the Notes. Copies of the Deed Poll and Registry Services Agreement are
available for inspection during normal business hours at the specified office of the
Registrar. All persons from time to time entitled to the benefit of obligations under any
Note shall be deemed to have notice of, and shall be bound by, all the provisions of the
Deed Poll and the Registry Services Agreement insofar as they relate to the Notes.
Definitions
The following terms have these meanings in respect of the Notes:
Austraclear means Austraclear Ltd (ACN 002 060 773);
Austraclear Regulations means the regulations established by Austraclear (as amended
or replaced from time to time) to govern the use of the Austraclear System;
Austraclear System means the system operated by Austraclear for holding securities and
the electronic recording and settling of transactions in those securities between members
of that system;
Clearstream, Luxembourg means Clearstream Banking S.A.;
Euroclear means Euroclear Bank SA/NV as operator of the Euroclear System;
Record Date means, in the case of payments of principal or interest, the close of business
in Sydney on the date falling 8 calendar days before each Fixed Rate Interest Payment
Date and the Maturity Date (as the case may be);
Registrar means the Reserve Bank of Australia; and
Registry Services Agreement means the registry services agreement between IBRD and
the Registrar dated November 7, 2006, and all references to the "Global Agency
Agreement" shall be deemed to include a reference to the Registry Services Agreement.
1
Condition 1 - Form, Denomination, Title and Specified Currency
1.1
Condition 1(a) shall be replaced by the following:
"(a)

(i)
The Notes are debt obligations of IBRD owing under the Deed Poll and
take the form of entries in the Register. Each entry in the Register
constitutes a separate and individual acknowledgment to the relevant
Noteholder of the indebtedness of IBRD to the relevant Noteholder.
44502699_4
7



(ii)
No certificate or other evidence of title will be issued by or on behalf of
IBRD to evidence title to a Note unless IBRD determines that certificates
should be made available or it is required to do so pursuant to any
applicable law or regulation."
1.2
Condition 1(c) shall be replaced by the following:
"Title to the Notes shall pass by registration in the Register. Entries in the Register
in relation to a Note constitute conclusive evidence that the person so entered is
the registered owner of the Note subject to rectification for fraud or error. No Note
will be registered in the name of more than four persons. A Note registered in the
name of more than one person is held by those persons as joint tenants. Notes
will be registered by name only without reference to any trusteeship. The person
registered in the Register as a Noteholder of a Note will be treated by IBRD and
the Registrar as absolute owner of that Note and neither IBRD nor the Registrar
is, except as ordered by a court or as required by statute, obliged to take notice of
any other claim to a Note. The Register will be established and maintained in
Sydney, New South Wales unless otherwise agreed between the Issuer and the
Registrar."
2
Condition 2 - Transfers of Registered Notes and Exchanges of Registered
Notes and Bearer Notes
2.1
Condition 2(a)(i) shall be replaced by the following:
"(i)
The Notes may be transferred in whole but not in part. The Notes will be
transferable by duly completed and (if applicable) stamped transfer and
acceptance forms in the form specified by, and obtainable from, the
Registrar or by any other manner approved by IBRD and the Registrar.
Notes entered in the Austraclear System (as defined below) will be
transferable only in accordance with the Austraclear Regulations (as
defined below).
Notes may only be transferred within or, to Australia if (a) the aggregate
consideration payable by the transferee at the time of transfer is at least
AUD500,000 (or its equivalent in other currencies, in either case,
disregarding moneys lent by the transferor or its associates) and the offer
or invitation giving rise to the transfer otherwise does not require disclosure
to investors in accordance with Part 6D.2 or Chapter 7 of the Corporations
Act 2001 of Australia, (b) the transfer is in compliance with all applicable
laws, regulations and directives (including, without limitation, in the case of
a transfer to or from Australia, the laws of the jurisdiction in which the
transfer takes place), and (c) in the case of a transfer between persons
outside Australia, if a transfer and acceptance form is signed outside
Australia.
A transfer to an unincorporated association is not permitted."
2.2
In Condition 2(g), replace "15" with "7 calendar".
2.3
Condition 2(h) is replaced with the following:
"Unless the Notes are lodged in the Austraclear System (as defined below),
application for the transfer of the Notes must be made by the lodgement of a
transfer and acceptance form with the Registrar. Each transfer and acceptance
form must be accompanied by such evidence (if any) as the Registrar may require
44502699_4
8



to prove the title of the transferor or the transferor's right to transfer the Note and
be signed by both the transferor and the transferee.
The transferor of a Note is deemed to remain the holder of that Note until the name
of the transferee is entered in the Register in respect of that Note."
3
Condition 4 - Negative Pledge
In Condition 4, replace the words "Global Agent or the Fiscal Agent, as the case
may be," with "Registrar".
4
Condition 5 - Interest
The following sentence shall be added to the end of the first paragraph of Condition
5(j):
"Subject to this Condition 5(j), interest will be payable in two equal semi-annual
payments. Subject to the preceding sentence, interest will accrue on the basis of
a 365 day year (366 days in a leap year) and the actual number of days elapsed
during the relevant Interest Period."
5
Condition 7 - Payments
5.1
Condition 7(a) shall be replaced by the following provisions:
"(A)
The Registrar will act (through its office in Sydney) as principal paying
agent for the Notes pursuant to the Registry Services Agreement.
(B)
Payments of principal and interest will be made in Sydney in Australian
dollars to the persons registered at the close of business on the relevant
Record Date (as defined below) as the holders of such Notes, subject in all
cases to normal banking practice and all applicable laws and regulations.
Payment will be made by cheques drawn on the Sydney branch of the
Reserve Bank of Australia despatched by post on the relevant payment
day at the risk of the Noteholder or, at the option of the Noteholder, in the
case of principal or interest, by the Registrar giving in Sydney irrevocable
instructions for the effecting of a transfer of the relevant funds to an
Australian dollar account in Australia specified by the Noteholder to the
Registrar, or in any other manner in Sydney which the Registrar and the
Noteholder agree. Payments to Euroclear and Clearstream, Luxembourg
(or their respective nominees, where applicable) and to Austraclear will be
made by electronic transfer in the manner specified in this paragraph.
In the case of payments made by electronic transfer, payments will for all
purposes be taken to be made when the Registrar gives irrevocable
instructions in Sydney for the making of the relevant payment by electronic
transfer, being instructions which would be reasonably expected to result,
in the ordinary course of banking business, in the funds transferred
reaching the account of the Noteholder and, in the case of accounts
maintained in Australia, reaching the account on the same day as the day
on which the instructions are given.
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If a payment in respect of a Note is prohibited by law from being made in
Australia, such payment will be made in an international financial centre for
the account of the relevant payee, and on the basis that the relevant
amounts are paid in immediately available funds, freely transferable to the
order of the payee.
(C)
If a cheque posted or an electronic transfer for which irrevocable
instructions have been given by the Registrar is shown, to the satisfaction
of the Registrar, not to have reached the Noteholder and the Registrar is
able to recover the relevant funds, the Registrar may make such other
arrangements as it thinks fit for the effecting of the payment in Sydney.
(D)
Interest will be payable in the manner specified in clause 7(a)(B) above, to
the persons who are registered as Noteholders at the close of business in
Sydney on the relevant Record Date and cheques will be made payable to
the Noteholder (or, in the case of joint Noteholders, to the first-named) and
sent to his registered address, unless instructions to the contrary are given
by the Noteholder (or, in the case of joint Noteholders, by all the
Noteholders) in such form as may be prescribed by the Registrar.
Payment of principal will be made to, or to the order of, the persons who
are registered as Noteholders at the close of business in Sydney on the
relevant Record Date, subject, if so directed by the Registrar, to receipt
from them of such instructions as the Registrar may require.
(E)
Paragraphs (iii) and (vi) of Condition 7(e) shall not apply to the Notes."
6
Condition 10 - replacement of Notes, Certificates, Receipts, Coupons and
Talons
Condition 10 shall not apply to the Notes.
7
Condition 12 - Notices
In Condition 12(c), add the following provisions:
Notwithstanding this Condition 12(c), so long as the Notes are held on behalf of a
clearing system notices to Noteholders may be given by delivery of the relevant
notice to that clearing system for communication by it to entitled account holders.
Any notice delivered to a clearing system in accordance with this provision shall be
deemed to have been given to the Noteholders on the day on which such notice is
delivered to the clearing system.
8
Condition 14 - Governing Law, Jurisdiction and Service of Process
8.1
Condition 14 shall be replaced by the following:
"(a)
The Notes are governed by, and shall be construed in accordance with, the
laws of New South Wales, Australia.
(b)
IBRD irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of New South Wales, Australia and courts of
appeal from them.
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Document Outline