Obligation Congo Republic 2.5% ( XS0334989000 ) en USD

Société émettrice Congo Republic
Prix sur le marché refresh price now   93.9 %  ▲ 
Pays  Congo
Code ISIN  XS0334989000 ( en USD )
Coupon 2.5% par an ( paiement semestriel )
Echéance 29/06/2029



Prospectus brochure de l'obligation Republic of Congo XS0334989000 en USD 2.5%, échéance 29/06/2029


Montant Minimal /
Montant de l'émission /
Prochain Coupon 30/06/2026 ( Dans 90 jours )
Description détaillée La République du Congo, pays d'Afrique centrale, possède une économie fortement dépendante du pétrole et une biodiversité riche mais menacée.

L'Obligation émise par Congo Republic ( Congo ) , en USD, avec le code ISIN XS0334989000, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/06/2029








INFORMATION MEMORANDUM

THE REPUBLIC OF CONGO
U.S.$477,790,000
U.S. Dollar Notes Due 2029 (the "Securities")
Pursuant to an exchange agreement dated as of November 15, 2007 (the "Exchange Agreement") among the
Republic of Congo (the "Republic"), BNP Paribas, as Closing Agent and Reconciliation Agent, the Syndicate Agents (as
defined therein) and the Purchasers (as defined therein), certain private creditors of the Republic known as the "London
Club" agreed with the Republic to restructure the Eligible Debt (as defined herein) of the Republic held by them by way of
an exchange of Reconciled Discounted Exchangeable Debt (as defined therein) for the Securities. These creditors
tendered the entirety of their Eligible Debt and related Interest Arrears, which was reconciled, converted into U.S. dollars
and multiplied by a mutually agreed discount factor. The Securities were issued to each such creditor in the amount of
such creditor's Reconciled Discounted Exchangeable Debt (as defined herein).
The Securities will mature on June 30, 2029. Interest on the outstanding principal of the Securities will be
payable semi-annually in arrears on June 30 and December 31 of each year, commencing on December 31, 2007. A first
amortization payment of 5% of the nominal amount of all Securities issued was paid to the account of the Trustee on the
Closing Date, and the Trustee transferred such payment to Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") for distribution to the Holders as promptly as practicable in
accordance with the procedures of Euroclear and Clearstream, Luxembourg. The remaining principal amount will be
repayable in 34 semi-annual installments, beginning on December 31, 2012, and thereafter on each Payment Date as set
forth in "Terms and Conditions of the Securities".
The Securities have been issued pursuant to an indenture with HSBC Bank USA, N.A., as Trustee for the
bondholders, dated as of November 15, 2007 (the "Trust Indenture"), as supplemented by a Supplemental Indenture
dated as of April 15, 2008 (the "Supplemental Indenture"), and are governed by the law of the State of New York.
The Securities contain provisions, commonly known as "collective action clauses", regarding acceleration and
voting on future amendments, modifications and waivers. Under these provisions, which are described in "Terms and
Conditions of the Securities ­ Events of Default" and "- Modifications", the Republic may amend the payment provisions
of the Securities and certain other provisions with the consent of the Holders of specified percentages of the Outstanding
Principal Amount of the Securities, as set forth in the Trust Indenture. The Securities will also be subject to "collective
enforcement clauses" providing for legal action only through the Trustee, either on its own initiative or as instructed by
Holders with at least 25% of the outstanding principal amount of the Securities and, under specified circumstances, for
enforcement by Holders without the Trustee.

FOR A DISCUSSION OF RISK FACTORS ASSOCIATED WITH AN INVESTMENT IN THE
SECURITIES, SEE "RISK FACTORS" BEGINNING ON PAGE 15 OF THIS INFORMATION MEMORANDUM.

The Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or the securities laws of any other jurisdiction. The Securities will be offered in the United States only
to qualified institutional buyers and accredited investors in reliance upon an exemption from the registration
requirements of the Securities Act and to persons outside the United States under Regulation S of the Securities Act. The
Securities will be subject to restrictions on resale under applicable law. See "Jurisdictional Restrictions".
Delivery of the Securities was made on December 7, 2007. The Securities have been delivered in book-entry
form through the facilities of Euroclear and Clearstream, Luxembourg and registered in the name of a common
depositary of Euroclear and Clearstream, Luxembourg, or a nominee thereof. The Republic has applied to admit the
Securities to listing on the Luxembourg Stock Exchange and to trading on the Euro MTF market of the Luxembourg
Stock Exchange. This Information Memorandum constitutes a prospectus for the purpose of the Luxembourg law dated
July 10, 2005 on Prospectuses for securities.

The date of this Information Memorandum is August 1, 2008







The date of this Information Memorandum is August 1, 2008




TABLE OF CONTENTS


Page
Presentation of Certain Information.................................................................................................
vi
Exchange Rates ................................................................................................................................
vi
Governing Law and Enforcement of Claims ...................................................................................
vii
Forward-Looking Statements...........................................................................................................
ix
Summary ..........................................................................................................................................
1
Documents Incorporated by Reference............................................................................................
9
Documents Annexed to this Information Memorandum..................................................................
9
The Exchange...................................................................................................................................
10
Risk Factors......................................................................................................................................
15
The Republic ....................................................................................................................................
17
Recent Developments ......................................................................................................................
21
Economy, Public Finance and Balance of Payments .......................................................................
39
Le Système Bancaire........................................................................................................................
48
Terms and Conditions of the Securities ...........................................................................................
52
Book-Entry Settlement and Clearance .............................................................................................
57
Listing and Listing Agent ................................................................................................................
59
Notice to Investors ...........................................................................................................................
60
Jurisdictional Restrictions ................................................................................................................
62
Taxation ...........................................................................................................................................
64
Legal Matters ...................................................................................................................................
69
General Information.........................................................................................................................
70
Annex A - Form of Security.............................................................................................................
A-1

ii




The Securities are direct, general and unconditional obligations of the Republic. The Securities
constitute unconditional general obligations of the Republic, ranking at least pari passu in priority of payment,
with (i) all other unsecured and unsubordinated External Indebtedness (as defined herein); and (ii) all unsecured
and unsubordinated guarantees or other obligations of the Republic with respect to any External Indebtedness (as
defined herein) of any Governmental Entity (as defined herein).

The Securities will be issued in registered form only. Securities sold in offshore transactions in reliance
on Regulation S under the Securities Act ("Regulation S") will be represented by a Global Security in fully
registered form (the "Unrestricted Global Security"), which shall be registered in the name of a nominee of,
and deposited with, the common depositary of Euroclear and Clearstream, Luxembourg. Securities sold in the
United States to qualified institutional buyers (each a "qualified institutional buyer") as defined in, and in
reliance on, Rule 144A under the Securities Act ("Rule 144A") and accredited investors as defined in, and in
reliance on, Rule 501(a)(1), (2) or (3) under the Securities Act will be represented by a Global Security in
fully registered form (the "Restricted Global Security"), which shall be registered in the name of a nominee
of, and deposited with, the common depositary of Euroclear and Clearstream, Luxembourg. See "Book-Entry
Settlement and Clearance." Except as described herein, definitive Securities will not be issued in exchange for
beneficial interests in the Global Securities. See "Terms and Conditions of the Securities -- Replacement,
Exchange and Transfer of Securities". For restrictions on transfer applicable to the Securities, see
"Jurisdictional Restrictions".

The Republic has taken reasonable care to ensure that the information contained in this Information
Memorandum is true and correct in all material respects and not misleading as of the date hereof, and that, to
the best of the knowledge and belief of the Republic, there has been no omission of information which, in the
context of the issue of the Securities, would make this document as a whole or any such information
misleading in any material respect. The Republic accepts responsibility accordingly.

This Information Memorandum does not constitute an offer by, or an invitation by or on behalf of, the
Republic to subscribe to or purchase any of the Securities. Each recipient shall be deemed to have made its
own investigation and appraisal of the financial condition of the Republic. The distribution of this Information
Memorandum or any part of it and the offering, possession, sale and delivery of the Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum comes
are required by the Republic to inform themselves about and to observe any such restrictions. See
"Jurisdictional Restrictions" for a description of further restrictions on the offer, sale and delivery of
Securities and on distribution of this Information Memorandum and other material relating to the Securities.

This Information Memorandum may only be used for the purposes for which it is published.

No person is authorized to give any information or to make any representation not contained in this
Information Memorandum in connection with the issue and sale of the Securities and any information or
representation not contained herein must not be relied upon as having been authorized by or on behalf of the
Republic. Neither the delivery of this Information Memorandum nor any sale made in connection herewith
shall, under any circumstances, create any implication that the information herein is correct as at any time
subsequent to the date hereof.

Each person that acquires Securities will be deemed to have represented, warranted and agreed at the
Closing Date:

1. that
it:

a. is not a "U.S. Person" as that term is defined by Regulation S of the Securities Act and that it
is acquiring the Securities in the context of a transaction that is taking place outside the
United States (an "offshore transaction") in conformity with the provisions of Regulation S of
the Securities Act; or
iii





b. is (i) an "accredited investor" within the meaning of Rule 501(a)(1), (2) or (3) of the
Securities Act, (ii) a legal entity whose shareholders or partners ("equity owners") are all
accredited investors as defined by Rule 501(a)(1), (2) or (3) of the Securities Act or (iii) a
"qualified institutional buyer" ("QIB") as defined by Rule 144A of the Securities Act;

2. that it is not acquiring the Securities with a view to their sale or distribution within the meaning of the
Securities Act;

3. that it is acquiring the Securities on its own behalf or for the account of a person meeting the
requirements of paragraph 1 above;

4. that it acknowledges that the Securities have not been, and will not be, registered under the Securities
Act; and that it will not be able to offer, sell or deliver the Securities to investors other than (i) persons
it reasonably believes to be "qualified institutional buyers" ("QIB") within the meaning of Rule 144A
of the Securities Act that are acquiring such securities on their own behalf, (ii) persons acquiring the
securities in the context of transactions conducted outside of the United States ("offshore
transactions") in accordance with Regulation S of the Securities Act, (iii) under an exception to the
registration requirements set out in Rule 144 of the Securities Act; (iv) the Republic or (v) in the
context of a transaction that is registered under the Securities Act;

5. that neither it nor any person acting on its behalf has offered to sell or has sold the Securities under
circumstances other than those described in paragraph 4 above;

6. that it understands that the Securities will bear the following notice concerning the Securities Act for a
period of two years following their issuance:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER STATE OF THE
UNITED STATES OR OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD
DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, ITS TERRITORIES OR
POSSESSIONS, OR TO OR FOR THE ACCOUNT OF ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED)
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR
IN A TRANSACTION NOT REQUIRING REGISTRATION UNDER SUCH ACT. THIS SECURITY IS
TRANSFERABLE ONLY AS PROVIDED HEREIN AND IN THE TRUST INDENTURE.
7. that it acknowledges that the Republic will rely on the above-mentioned representations and that if
any such representation proves to be false, it shall promptly notify the Republic; and

8. that it shall not offer to sell or sell the Securities either directly or indirectly in the United States or to
a U.S. Person for a period of 40 days following their issuance (except for resale in the United States to
QIBs who agree to accept delivery subject to the transfer restrictions mentioned above, to the extent
permitted by Rule 904 of Regulation S.

This Information Memorandum is only being distributed to and is only directed at (i) persons who are
outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d)
of the Order (all such persons together being referred to as "relevant persons"). The Securities are only
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities
will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents.
iv





In any European Economic Area ("EEA") Member State that has implemented Directive 2003/71/EC
(together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this
Information Memorandum is only addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Directive.

This Information Memorandum has been prepared on the basis that any offer of Securities in any
Member State of the EEA (each, a "Relevant Member State") will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Securities. Accordingly any person making or intending to make any offer within the
EEA of the Securities may only do so in circumstances in which no obligation arises for the Republic to
publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. The Republic
has not authorized, nor does it authorize, the making of any offer (other than permitted public offers) of
Securities in circumstances in which an obligation arises for the Republic to publish a prospectus for such
offer.

Each person in a Member State of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State") who receives any communication in respect of, or who acquires any Securities
under, the offers contemplated in this Information Memorandum will be deemed to have represented,
warranted and agreed to and with the Republic that:
(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing
Article 2(1)(e) of the Prospectus Directive; and
(b) in the case of any Securities acquired by it as a financial intermediary, as that term is used in Article 3(2)
of the Prospectus Directive, (i) the Securities acquired by it in the offer have not been acquired on behalf
of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member
State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances
in which the prior consent of the Republic has been given to the offer or resale; or (ii) where Securities
have been acquired by it on behalf of persons in any Relevant Member State other than qualified
investors, the offer of those Securities to it is not treated under the Prospectus Directive as having been
made to such persons.

For the purposes of this representation, the expression an "offer to the public" in relation to any Securities in
any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to
purchase or subscribe for the Securities, as the same may be varied in that Relevant Member State by any
measure implementing the Prospectus Directive in that Relevant Member State and the expression
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each
Relevant Member State.

v




PRESENTATION OF CERTAIN INFORMATION
Economic and financial data and statistical information included in this Information Memorandum are
based upon the latest official data and information available at the date of this Information Memorandum.
Economic and financial data and statistical information provided in this Information Memorandum may be
subsequently revised in accordance with the Republic's ongoing review of such data and information, and the
Republic is not obligated to distribute such revised data and information to any investor. Economic and
financial data and statistical information may, in particular, be subject to revision. In addition, some
economic and financial data and statistical information for 2006 and all such data and information for 2007
presented herein are estimates based on the latest available data.
In this Information Memorandum, all references to "the CFA Franc" and "CFAF" are to the lawful
currency of the Republic, all references to "U.S. dollars" and "U.S.$" are to the lawful currency of the United
States of America and all references to "Euro" and "" are to the lawful currency of the European Union.

EXCHANGE RATES
The CFA Franc has been pegged to the Euro at a rate of CFAF 655.957 = 1 since January 1999.

vi




GOVERNING LAW AND ENFORCEMENT OF CLAIMS
The Republic is a foreign sovereign state. It may be difficult for you to obtain or enforce judgments
of courts in the United States against the Republic.
The Securities, the Trust Indenture and the Supplemental Indenture are governed by the law of the
State of New York.
In the Trust Indenture and the Securities, the Republic has irrevocably submitted to the non-exclusive
jurisdiction of the Supreme Court of the State of New York, County of New York, of the United States
District Court for the Southern District of New York and of the Commercial Court ("Tribunal de Commerce")
of Paris in any suit, action or proceeding arising out of or relating to the Securities, the Trust Indenture, the other
Restructuring Agreements (as defined in the Trust Indenture) or any other agreement entered into in connection
with the issuance or performance of any of the foregoing.
The Republic has irrevocably waived, to the extent it may effectively do so, any right to raise as a
defense a lack of subject matter jurisdiction, lack of personal jurisdiction, inconvenient forum (forum non
conveniens) or improper venue relating to such a suit, action or proceeding, as well as any other objection to
such suit, action or proceeding, including but not limited to those based on venue, residence, domicile or any
right to a trial by jury. The Republic has agreed that it shall treat as final any judgment rendered in any such suit,
action or proceeding that is not, or no longer, susceptible to appeal, and it agreed that such a judgment may be
executed and enforced in all other jurisdictions by respecting the relevant legal requirements, including by
means of a legal proceeding relating to execution of such judgment.
In addition, the Republic agreed to maintain in both New York and Paris a person who acts as, or who
fills the function of, respectively, New York service agent (the "New York Service Agent") and Paris service
agent (the "Paris Service Agent") to receive on behalf of itself and its property service of copies of the
summons and complaint and any other process that may be served in a suit, action or proceeding. The New
York Service Agent will initially be the chargé d'affaires a.i., and, upon his appointment, the ambassador of
the Republic to the Permanent Mission of the Republic to the United Nations in New York, and the Paris
Service Agent will be the ambassador of the Republic in Paris. Furthermore, if the Permanent Mission of the
Republic of Congo to the United Nations in New York ceases to be maintained, or if an Embassy ceases to be
maintained in Paris, or if the legal advisors to the Holders of at least 50% of the Outstanding Principal
Amount (as defined in the Trust Indenture) judge that the designation of the ambassador to such Permanent
Mission or that of the ambassador of the Republic in Paris for purposes of receiving service of process is in
fact no longer effective for purposes of commencing legal proceedings against the Republic, then the Republic
shall irrevocably appoint or choose a different agent (acceptable to Holders of at least 50% of the Outstanding
Principal Amount) with whom the Republic shall elect domicile (as appropriate), for purposes of receiving
service of process in such city, and the Republic will ensure that it maintains an agent for service of process in
New York and Paris at all times. A final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Except as otherwise provided, nothing in this section shall affect the right of the Trustee or (in
connection with legal actions or proceedings by any Holder as permitted by the Trust Indenture) any Holder to
serve legal process in any other manner permitted by law or affect the right of the Trustee or any Holder to
bring any action or proceeding against the Republic or its property in the courts of other jurisdictions, subject
to the provisions below.
To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity
under any law from jurisdiction of any court or from any legal proceedings (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself, its
assets or its property, the Republic has waived, to the fullest extent it may effectively do so, any right to rely
upon such immunity in respect of its obligations under the Trust Indenture, the Securities and the other
vii




Restructuring Agreements. Without limiting the generality of the foregoing, the Republic agreed that the
waivers set forth in this section shall be to the fullest extent permitted under the United States Foreign
Sovereign Immunities Act of 1976, as amended (the "Immunities Act"), and that such waiver is intended to be
irrevocable for purposes of the Immunities Act. The foregoing waiver shall not apply: (i) to property used by
diplomatic or consular missions of the Republic, (ii) to property of a military character or under the control of
a military authority or defense agency of the Republic, (iii) to property located within the Republic and
dedicated to a public or governmental use (as distinguished from property dedicated to commercial use), (iv) to
shares in the Société Nationale des Pétroles du Congo, or, (v) to shares or interests in Congolese public sector
entities, or in private sector entities that are held directly or indirectly by the Republic to the extent these
entities provide a public or governmental service and Congolese law protects these shares or interest from
attachment or seizure prior to judgment or in aid of execution.
Notwithstanding the foregoing, the Republic has reserved the right to plead sovereign immunity under
the Immunities Act in connection with legal proceedings initiated against it under the United States federal
securities laws or under the securities law of any U.S. state, and the Republic's appointment of the New York
Service Agent or the Paris Service Agent shall not apply for any such legal proceedings.
viii




FORWARD-LOOKING STATEMENTS
This Information Memorandum includes forward-looking statements that reflect the Republic's
current views with respect to future events. The words "expects", "intends", "anticipates", "believes",
"projects", "estimates" and similar expressions identify forward-looking statements. These forward-looking
statements are based upon estimates and assumptions made by the Republic or its officials that, although
believed to be reasonable, are subject to certain known and unknown risks and uncertainties. These risks and
uncertainties include, among others, the following:
· political, economic and other conditions in the Republic and globally;
· the actual rates of growth, if any, for gross domestic product ("GDP") and other economic indicators
of the Republic in any relevant year or other period;
· the financial condition of the Republic;
· changes in interest rates or exchange rates;
· a reduction in the foreign currency reserves of the Republic;
· legislative, regulatory or administrative initiatives affecting businesses, financial institutions and
foreign investment in the Republic;
· the financial condition and liquidity of banks and other financial institutions in the Republic;
· climatic or geological occurrences;
· trade and tariff policies of the Republic's trading partners;
· declines in the Republic's tax revenues;
· receipt of bilateral and multilateral donor financing;
· the Republic's ability to execute its comprehensive debt management strategy;
· prevailing conditions in domestic international and multilateral lending markets and domestic and
international capital markets, which may affect the Republic's ability to finance budgetary
requirements and to refinance outstanding debt and other obligations; and
· any other factors identified in this Information Memorandum.
All forward-looking statements contained in this Information Memorandum are qualified in their
entirety by these factors. You are cautioned not to place undue reliance on these forward-looking statements.
The Republic disclaims any obligation or undertaking to publicly update or revise any forward-looking
statement contained in this Information Memorandum, whether as a result of new information, future events
or otherwise. Future events or circumstances could cause actual results to differ materially from historical
results or those anticipated.
ix