Obligation Slovenija 4% ( XS0292653994 ) en EUR

Société émettrice Slovenija
Prix sur le marché 100 %  ▼ 
Pays  Slovenie
Code ISIN  XS0292653994 ( en EUR )
Coupon 4% par an ( paiement annuel )
Echéance 22/03/2018 - Obligation échue



Prospectus brochure de l'obligation Slovenia XS0292653994 en EUR 4%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 1 000 000 000 EUR
Description détaillée La Slovénie est un pays d'Europe centrale, membre de l'Union européenne et de l'OTAN, connu pour ses paysages alpins, sa côte adriatique, ses grottes karstiques et sa riche histoire et culture.

L'Obligation émise par Slovenija ( Slovenie ) , en EUR, avec le code ISIN XS0292653994, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/03/2018








The Republic of Slovenia
1,000,000,000
4.00 per cent. Notes due 2018
Issue Price: 98.981 per cent.
The 1,000,000,000 4.00 per cent. Notes due 2018 (the "Notes") of the Republic of Slovenia (the
"Republic") will bear interest from, and including, 22 March 2007 at the rate of 4.00 per cent. per
annum, payable in arrear on each Interest Payment Date (see "Terms and Conditions of the Notes -
Interest"). Payments of interest in respect of the Notes will be made without deduction for or on
account of Slovenian taxes, as described, and subject to the exceptions set out, under "Terms and
Conditions of the Notes - Taxation".
The Notes will mature on the Interest Payment Date falling on 22 March 2018.
Application has been made to list the Notes on the regulated market of the Luxembourg Stock
Exchange pursuant to the rules and regulations of the Luxembourg Stock Exchange.
The Notes will be represented initially by a temporary global note (the "Temporary Global Note"),
without interest coupons or talons, which will be issued in new global note form as the Notes are
intended to be eligible collateral for Eurosystem monetary policy. The Temporary Global Note is
expected to be deposited with a common safekeeper (the "Common Safekeeper") for Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") for credit on or about 22 March 2007 (the "Closing Date") to the accounts of such
clearance systems. The Temporary Global Note will be exchangeable for interests recorded in the
records of Euroclear and Clearstream, Luxembourg in a permanent global Note (the "Permanent
Global Note"), without interest coupons or talons, to be held by the Common Safekeeper, not
earlier than 1 May 2007 upon certification as to non-U.S. beneficial ownership.
Lead Managers
BANK AUSTRIA CREDITANSTALT LJUBLJANA
SOCIÉTÉ GÉNÉRALE
(A MEMBER OF UNICREDIT GROUP)
CORPORATE AND INVESTMENT BANKING
DRESDNER KLEINWORT

Co-Managers
ABANKA VIPA
ABN AMRO
BNP PARIBAS
DEUTSCHE BANK
JPMORGAN
NLB
The date of this Offering Circular is 20 March 2007


The Republic accepts responsibility for the information contained within this document. To the
best of its knowledge and belief, the information contained within this Offering Circular is in
accordance with the facts and does not omit anything likely to affect the import of such
information. The Republic accepts responsibility accordingly.
Bank Austria Creditanstalt d.d., Ljubljana, Dresdner Bank Aktiengesellschaft and Société
Générale (the "Lead Managers") have not separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Lead Managers as to the accuracy or completeness of
the information contained in this Offering Circular or any other information provided by the
Republic in connection with the Notes or their distribution.
No person is or has been authorised to give any information or to make any representation which
is not contained in, or which is not consistent with, this Offering Circular or any other
information supplied by or on behalf of the Republic in connection with the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by
the Republic or the Lead Managers.
Neither this Offering Circular nor any other information supplied in connection with the Notes (i)
is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Republic that any recipient of this
Offering Circular should purchase any Notes. Each investor contemplating purchasing any Notes
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness of the Republic.
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of
the Republic since the date hereof or the date upon which this Offering Circular has been most
recently amended or supplemented or that there has been no adverse change in the financial
position of the Republic since the date hereof or the date upon which this Offering Circular has
been most recently amended or supplemented or that any other information supplied in
connection with the Notes is correct as of any subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law
in certain jurisdictions. The Republic and the Lead Managers do not represent that this document
may be lawfully distributed or that the Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Republic or the Lead
Managers which would permit a public offering of the Notes or distribution of this document in
any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be
offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or
other offering material may be distributed or published, in any jurisdiction except under
circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Circular or any Notes come must inform themselves about,
and observe any such restrictions. In particular there are restrictions on the distribution of this
Offering Circular and the offer or sale of Notes in the United States and the United Kingdom. For

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a description of further restrictions on offers and sales of Notes and distribution of this Offering
Circular see "Subscription and Sale" below..
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to U.S. persons.
This Offering Circular neither constitutes a prospectus pursuant to Part II of the Luxembourg law
on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July
2005 (the "Luxembourg Prospectus Law") which implements Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive") nor a
simplified prospectus pursuant to Chapter 2 of Part III of the Luxembourg Prospectus Law.
Accordingly, this Offering Circular does not purport to meet the format and the disclosure
requirements of the Prospectus Directive and Commission Regulation (EC) No 809/2004
implementing the Prospectus Directive, and it has not been, and will not be, submitted for
approval to any competent authority within the meaning of the Prospectus Directive and in
particular the Supervisory Commission of the Financial Sector (Commission de Surveillance du
Secteur Financier), in its capacity as competent authority under the Luxembourg Prospectus Law.
The Notes, issued pursuant to this Offering Circular, will therefore not qualify for the benefit of
the single European passport pursuant to the Prospectus Directive.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references
to "" or "euro" are to the currency introduced at the start of the third stage of European
Economic and Monetary Union pursuant to the Treaty establishing the European Community (as
amended from time to time).

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TABLE OF CONTENTS
Page
Terms and Conditions of the Notes .........................................................................................
5
Use of Proceeds ...................................................................................................................... 14
Slovenian Taxation ................................................................................................................. 15
The Republic of Slovenia ....................................................................................................... 17
Subscription and Sale ............................................................................................................. 23
General Information ............................................................................................................... 25

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TERMS AND CONDITIONS OF THE NOTES
The following is the text of the Terms and Conditions of the Notes which (subject to completion
and amendment) will be applicable to each Note:
The 1,000,000,000 4.00 per cent. Notes due 2018 (the "Notes", which expression includes any
further notes issued pursuant to Condition 11 and forming a single series therewith) of the
Republic of Slovenia (the "Republic") are issued pursuant to a fiscal agency agreement dated 22
March 2007 (as amended or supplemented from time to time, the "Fiscal Agency Agreement")
between the Republic, Citibank, N.A. as fiscal agent (the "Fiscal Agent", which expression
includes any successor fiscal agent appointed from time to time in connection with the Notes) and
the paying agents named therein (together with the Fiscal Agent, the "Paying Agents", which
expression includes any successor or additional paying agents appointed from time to time in
connection with the Notes).
Certain provisions of these Conditions are summaries of the Fiscal Agency Agreement and subject
to its detailed provisions. The holders of the Notes (the "Noteholders") are bound by, and are
deemed to have notice of, all the provisions of the Fiscal Agency Agreement applicable to them.
A copy of the Fiscal Agency Agreement is attached to these Conditions1, and copies of the Fiscal
Agency Agreement are available for inspection by Noteholders during normal business hours at
the Specified Offices (as defined in the Fiscal Agency Agreement, the "Specified Offices") of
each of the Paying Agents, the initial Specified Offices of which are set out below. Noteholders
may also obtain a copy of the Fiscal Agency Agreement by mail from each of the Paying Agents
free of charge.
1.
Form, Denomination and Title; Currency of Payment
The Notes are in bearer form, in the denomination of 1,000 with no coupons attached at the time
of issue. The Notes are freely transferable and title to the Notes will pass by delivery.
The Notes are represented by a global note (the "Global Note") which is deposited with a common
safekeeper for Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V. (each a
"Clearing System", and together the "Clearing Systems"). The Global Note will be held in custody
by or on behalf of a Clearing System until all obligations of the Republic under the Notes have
been satisfied. Definitive Notes and interest coupons will not be issued.
For as long as any of the Notes are represented by the Global Note, each person (other than the
Clearing Systems) that is for the time being shown in the records of the relevant Clearing System
as the holder of a particular nominal amount of such Notes (in which regard any certificate or
other document issued by the relevant Clearing System as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and binding for all purposes save in the
case of manifest error) shall be treated by the Republic and any Paying Agent as the holder of
such nominal amount of such Notes for all purposes other than with respect to the payment of
principal or interest on the Notes, for which purpose the bearer of the Global Note shall be treated
by the Republic and any Paying Agent as the holder of such Notes in accordance with and subject
to the terms of the Global Note (and the expressions "Noteholder" and "holder of Notes" and
related expressions shall be construed accordingly). The holders of Notes are entitled to interests

1 Omitted in the Offering Circular. A copy of the Fiscal Agency Agreement is annexed to the terms and conditions which are
attached to the Global Notes.

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in the Global Note which will be transferable in accordance with the rules and procedures for the
time being of the Clearing Systems.
The lawful holder of any Note shall (except as otherwise required by law) be treated as its
absolute owner for all purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any other interest therein, any writing thereon or any notice of any previous
loss or theft thereof) and no person shall be liable for so treating such holder.
"" or "euro" means the single currency introduced at the start of the third stage of European
Economic and Monetary Union, pursuant to the Treaty establishing the European Communities, as
amended by the Treaty on European Union (the "Treaty").
No person other than the Republic and the respective Noteholder shall have any right to enforce
any term or condition of any Note.
2.
Status
The Notes constitute direct, unconditional, unsecured and unsubordinated obligations of the
Republic and will at all times rank pari passu and without any preference among themselves. The
full faith and credit of the Republic is pledged for the due and punctual payment of the principal
of, and interest on, the Notes and the performance of the Republic's obligations under the Notes.
The payment obligations of the Republic under the Notes will at all times rank at least equally
with all the other present and future unsecured and unsubordinated indebtedness of the Republic.
3.
Interest
The Notes bear interest from 22 March 2007 (the "Issue Date") at the rate of 4.00 per cent. per
annum, payable in arrear on 22 March in each year commencing 22 March 2008 (each, an
"Interest Payment Date"), subject as provided in Condition 5.
Each Note will cease to bear interest from the due date for final redemption unless payment of
principal is improperly withheld or refused, in which case it will continue to bear interest at such
rate (as well after as before judgment) until whichever is the earlier of (a) the day on which all
sums due in respect of such Note up to that day are received by or on behalf of the relevant
Noteholder and (b) the day which is seven days after the Fiscal Agent has notified the Noteholders
that it has received all sums due in respect of the Notes up to such seventh day (except to the
extent that there is any subsequent default in payment).
The amount of interest due in respect of any Notes will be calculated by reference to the aggregate
principal amount of Notes held by the relevant holder and the amount of such payment shall be
rounded down to the nearest 0.01.
Where interest is to be calculated in respect of a period which is shorter than an Interest Period, it
will be calculated on the basis of the number of days in the relevant period, from and including
the first day of such period to but excluding the last day of such period, divided by the number of
days in the Interest Period in which such period falls; provided, however, that if the Republic
reasonably determines, with the agreement of the Fiscal Agent, that the market practice in respect
of internationally offered euro-denominated securities is different from that specified above, the
above shall be deemed to be amended so as to comply with such market practice and the Republic
shall promptly notify the Noteholders and each stock exchange (if any) on which the Notes are
then listed and the Fiscal Agent of such deemed amendment.

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As used herein, "Interest Period" means the period from and including the Issue Date to but
excluding the first Interest Payment Date and each period from and including an Interest Payment
Date to but excluding the next Interest Payment Date.
4.
Redemption and Purchase
(a)
Scheduled redemption
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their
principal amount on 22 March 2018, subject as provided in Condition 5.
(b)
Purchase and cancellation
The Republic and its Agencies may at any time purchase Notes in the open market or otherwise
and at any price. Any Notes so purchased may be cancelled or held and resold (provided that such
resale is outside the United States, as defined in Regulation S under the United States Securities
Act of 1933, as amended). Any Notes so purchased, while held by or on behalf of the Republic or
any Agency, shall not entitle the holder to vote at any meeting of Noteholders and shall not be
deemed to be outstanding for the purposes of calculating quorums at meetings of Noteholders.
Any Notes so cancelled will not be reissued.
In this Condition 4(b), "Agency" means any political sub-division, regional government, ministry,
department, authority or statutory corporation of the Republic or the government thereof (whether
or not such statutory corporation is autonomous) and "Agencies" shall be construed accordingly.
5.
Payments
(a)
Principal and interest
Payments of principal and interest will be made in euro by cheque drawn on, or by transfer to, a
euro account to which euro may be credited or transferred specified by the payee. Each payment
made shall be entered in the relevant proportions in the records of the relevant Clearing System
and the nominal amount of the Notes recorded in the records of the Clearing Systems and
represented by the Global Note will be reduced accordingly. Each payment so made will
discharge the Republic's obligation in respect thereof. Any failure to make the entries in the
records of the relevant clearing system shall not affect such discharge.
(b)
Payments subject to fiscal laws
All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws
and regulations, but without prejudice to the provisions of Condition 6. No commissions or
expenses shall be charged to the Noteholders in respect of such payments.
(c)
Payments on business days
If the due date for payment of any amount in respect of any Note is not a business day, the holder
shall not be entitled to payment of the amount due until the next succeeding business day and
shall not be entitled to any further interest or other payment in respect of any such delay.
In this Condition 5(c): "business day" means any day which is a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is operating.

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6.
Taxation
All payments of principal and interest in respect of the Notes by the Republic shall be made free
and clear of, and without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the
Republic or any political subdivision or any authority thereof or therein having power to tax (a
"Tax"), unless such withholding or deduction is required by law. In that event, the Republic shall
pay such additional amounts as will result in the receipt by the Noteholders of such amounts as
would have been received by them had no such withholding or deduction been required, except
that no such additional amounts shall be payable in respect of any Note:
(i)
by or on behalf of a holder who is subject to such Tax in respect of such Note by reason of
his being connected with the Republic (or any political subdivision thereof) otherwise than
merely by holding such Note or receiving principal or interest in respect thereof; or
(ii)
by or on behalf of a holder who would not be liable for or subject to such withholding or
deduction (A) by making a declaration of non-residence or other similar claim for
exemption to the relevant tax authority if, after having been requested to make such a
declaration or claim, such holder fails to do so, or (B) by presenting the relevant Note to
another Paying Agent in a Member State of the European Union; or
(iii) more than 30 days after the Relevant Date except to the extent that the holder thereof
would have been entitled to such additional payment on presenting the same for payment
on the last day of such 30 day period; or
(iv)
where such withholding or deduction is imposed on a payment to or for an individual and
is required to be made pursuant to European Council Directive 2003/48/EC or any other
European Union Directive implementing the conclusions of the ECOFIN Council meeting
of 26 - 27 November 2000 on the taxation of savings income (the "Directive"), or any law
implementing or complying with, or introduced in order to conform to, the Directive.
In these Conditions, "Relevant Date" means whichever is the later of (a) the date on which the
payment in question first becomes due and (b) if the full amount payable has not been received by
the Fiscal Agent on or prior to such due date, the date on which (the full amount having been so
received) notice to that effect has been given to the Noteholders.
Any reference in these Conditions to principal or interest in respect of the Notes shall be deemed
to include any additional amounts in respect of principal or interest (as the case may be) which
may be payable under this Condition 6.
7.
Events of Default
If any of the following events (each an "Event of Default") occurs and is continuing:
(a)
Non-payment
The Republic fails to pay any amount of principal or interest in respect of the Notes within 30
days of the due date for payment thereof; or

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(b)
Breach of other obligations
The Republic does not perform or comply with any one or more of its other obligations under the
Notes or under the Fiscal Agency Agreement, which default is incapable of remedy or, if capable
of remedy, is not remedied within 45 days after notice of such default has been given to the
Republic by the Fiscal Agent,
then the Fiscal Agent shall, upon receipt of written requests to the Republic at the Specified
Office of the Fiscal Agent from Noteholders of not less than 25 per cent. in aggregate of the
outstanding principal amount of the Notes, declare the Notes due and payable, in each case at
their principal amount together with accrued interest, without further formality. Upon such
declaration by the Fiscal Agent, the Fiscal Agent shall give notice thereof in the manner provided
in the Fiscal Agency Agreement to the Republic and to the Noteholders in accordance with
Condition 12.
If the Republic receives at the Specified Office of the Fiscal Agent notice in writing from holders
of at least 50 per cent. in aggregate principal amount of the outstanding Notes to the effect that the
Event of Default or Events of Default giving rise to any above mentioned declaration of
acceleration is or are cured following any such declaration and that such holders wish the relevant
declaration to be withdrawn, the Fiscal Agent shall give notice thereof to the Republic and to the
Noteholders in accordance with Condition 12, whereupon the relevant declaration shall be
withdrawn and shall have no further effect but without prejudice to any rights or obligations
which may have arisen before such notice is given (whether pursuant to these Conditions or
otherwise). No such withdrawal shall affect any other or any subsequent Event of Default or any
right of any Noteholder in relation thereto.
8.
Prescription
Claims for principal shall become void unless claimed for payment within five years of the
appropriate Relevant Date (as defined in Condition 6). Claims for interest shall become void
unless claimed for payment within three years of the appropriate Relevant Date.
9.
Paying Agents
In acting under the Fiscal Agency Agreement and in connection with the Notes, the Paying Agents
act solely as agents of the Republic and do not assume any obligations towards or relationship of
agency or trust for or with any of the Noteholders.
The initial Paying Agents and their initial Specified Offices are listed below. The Republic
reserves the right at any time to vary or terminate the appointment of any Paying Agent and to
appoint a successor fiscal agent and additional or successor paying agents; provided, however,
that the Republic shall at all times maintain a paying agent in Luxembourg and a fiscal agent.
Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be
given to the Noteholders in accordance with Condition 12 below.
Furthermore, the Republic undertakes that it shall maintain at least one Paying Agent having a
specified office in a Member State of the European Union that is not obliged to withhold or
deduct tax pursuant to the Directive (provided there is such a Member State).

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10.
Meetings of Noteholders; Modification and Waiver
(a)
Meetings of Noteholders
The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders to
consider matters relating to the Notes, including the modification of any provision of these
Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution.
Such a meeting may be convened by the Republic and shall be convened by it upon the request in
writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the
outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution
will be one or more persons present and holding or representing more than half of the aggregate
principal amount of the outstanding Notes or, at any adjourned meeting due to a lack of quorum,
one or more persons present and holding at least one quarter of the principal amount of the
outstanding Notes; provided, however, that any proposals relating to a Reserved Matter may only
be approved by an Extraordinary Resolution passed at a meeting of Noteholders at which one or
more persons present and holding or representing not less than three-quarters of the aggregate
principal amount of the outstanding Notes form a quorum.
(b)
Reserved Matters
In these Conditions, "Reserved Matter" means, subject as provided in Condition 10(c), any
proposal:
(i)
to change the date, or the method of determining the date, for payment of principal,
interest or any other amount in respect of the Notes, to reduce or cancel the amount of
principal, interest or any other amount payable on any date in respect of the Notes or to
change the method of calculating the amount of principal, interest or any other amount
payable in respect of the Notes on any date;
(ii)
to change the currency in which any amount due in respect of the Notes is payable or the
place in which any payment is to be made;
(iii) to change the quorum required at any meeting of Noteholders or the majority required to
pass an Extraordinary Resolution, Written Resolution or any other resolution of
Noteholders or the number or percentage of votes required to be cast, or the number or
percentage of Notes required to be held, in connection with the taking of any decision or
action by or on behalf of the Noteholders or any of them;
(iv)
to change this definition, the definition of "Extraordinary Resolution", the definition of
"outstanding" or the definition of "Written Resolution";
(v)
to change or waive the provisions of the Notes set out in Condition 2; or
(vi)
to change any provision of the Notes describing circumstances in which Notes may be
declared due and payable prior to their scheduled maturity date, set out in Condition 7.
(c)
Matters requiring unanimity
Any proposal:

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