Obligation Czechia 0% ( XS0453511577 ) en EUR

Czechia

100 % ▼

Republique tcheque

XS0453511577 ( en EUR )

0%

05/10/2015 - Obligation échue

Prospectus brochure de l'obligation Czech Republic XS0453511577 en EUR 0%, échue

1 000 EUR

300 000 000 EUR

La République tchèque est un pays d'Europe centrale sans littoral, connu pour sa riche histoire, son architecture médiévale, sa bière réputée et sa culture vibrante.

Une analyse rétrospective du marché obligataire révèle les spécificités d'une émission souveraine de la République tchèque, émetteur reconnu pour sa gestion prudente de la dette en tant qu'État membre de l'Union Européenne et du groupe de Visegrád, bénéficiant d'une économie stable et intégrée au marché unique européen. Cette obligation, identifiée par le code ISIN XS0453511577, était libellée en Euros (EUR) et représentait une taille totale d'émission de 300 millions d'euros, avec une taille minimale à l'achat fixée à 1 000 euros. Sa particularité résidait dans un taux d'intérêt nominal de 0%, indiquant qu'il s'agissait d'un titre à coupon zéro, où le rendement pour l'investisseur découlait de la différence entre le prix d'achat et le prix de remboursement. Malgré une fréquence de paiement indiquée à 1, ce qui pour un coupon zéro signifie l'absence de paiements périodiques et un unique remboursement à l'échéance, l'obligation est arrivée à maturité le 5 octobre 2015 et a été intégralement remboursée à 100% de sa valeur nominale, marquant la conclusion réussie de ce cycle d'investissement pour les détenteurs et pour l'émetteur.

OFFERING CIRCULAR

THE CZECH REPUBLIC
acting through the Ministry of Finance
10,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

Under this 10,000,000,000 Euro Medium Term Note Programme (the "Programme"), the Czech Republic acting through the Ministry of
Finance (the "Czech Republic" or the "Issuer") may from time to time issue notes (the "Notes") denominated in any currency agreed between
the Issuer and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding
under the Programme will not exceed 10,000,000,000 (or its equivalent in other currencies calculated as described in the Dealer Agreement
described herein), subject to an increase, as described herein.
Application may be made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be listed on the official list and
admitted to trading on the regulated market of the Luxembourg Stock Exchange on an issue by issue basis from the date hereof. The regulated
market of the Luxembourg Stock Exchange is the regulated market for the purposes of Directive 2004/39/EC on Markets in Financial
Instruments (the "MiFID"). The Programme also permits Notes to be issued on an unlisted basis or to be admitted to listing, trading and/or
quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer and the
relevant Dealer. The relevant Final Terms (as defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be
admitted to trading and listed on the Luxembourg Stock Exchange (or any other stock exchange). The Programme also allows the Issuer to
appoint additional Dealers and to increase the amount of Notes issuable under the Programme.

Arrangers and Dealers for the Programme
Barclays Capital
Deutsche Bank
10 February 2012

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IMPORTANT NOTICES
This offering circular, as amended or supplemented (the "Offering Circular"), contains information
provided by the Issuer in connection with the Programme and the Notes to be issued under the
Programme. The Issuer accepts responsibility for the information contained in this Offering Circular. To
the best of the knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is
the case, the information contained in this Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information.
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 the 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
de Secteur Financier), in its capacity as competent authority under the Luxembourg Prospectus Law.
References in this paragraph to the "Prospectus Directive" mean Directive 2003/71/EC and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member
State of the European Economic Area, and include any relevant implementing measure in the relevant
Member State of the European Economic Area, and the expression "2010 PD Amending Directive"
means Directive 2010/73/EU.
This document should be read and construed with any amendment or supplement thereto and with any
other documents incorporated by reference (see "Documents Incorporated by Reference" below) and, in
relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant
Final Terms) (as defined herein). This Offering Circular may only be used for the purposes for which it
has been published.
The Issuer has, pursuant to an amended and restated dealer agreement dated 10 February 2012 (the
"Dealer Agreement") appointed Barclays Bank PLC and Deutsche Bank AG, London Branch (the
"Dealers") as dealers for the Notes under the Programme, and has authorised and requested the Dealers to
circulate this Offering Circular in connection with the Programme, subject to the provisions of the Dealer
Agreement. The Issuer has confirmed to the Dealers that this Offering Circular is true, accurate and
complete in all material respects and is not misleading; that the opinions and intentions expressed therein
are honestly held and based on reasonable assumptions; that there are no other facts in relation to the
information contained or incorporated by reference in this Offering Circular the omission of which would,
in the context of the Programme or the issue of the Notes, make any statement therein or opinions or
intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been
made to verify the foregoing. The Issuer has further confirmed to the Dealers that this Offering Circular
(together with the relevant Final Terms) contains all such information as may be required by all
applicable laws, rules and regulations.
No person has been authorised by the Issuer or any of the Dealers to give any information or to make any
representation not contained in or not consistent with this Offering Circular or any other document
entered into in relation to the Programme or any information supplied by the Issuer or such other
information as is in the public domain and, if given or made, such information or representation should
not be relied upon as having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility, as to the accuracy or completeness of the information contained in this Offering Circular.
Neither the delivery of this Offering Circular or any Final Terms nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Offering
Circular is true subsequent to the date thereof 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 situation of the
Issuer since the date thereof or, if later, the date upon which this Offering Circular has been most recently
amended or supplemented or that any other information supplied in connection with the Programme is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
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Each potential purchaser of Notes should determine for itself the relevance of the information contained in
this Offering Circular and its purchase of Notes should be based upon any such investigation as it deems
necessary. Neither this Offering Circular, or any Final Terms, nor any other information supplied in
connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by the Issuer or any of the Dealers that any
recipient of this Offering Circular or any Final Terms, or any other information supplied relating to the
Programme or any Notes 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 Issuer, as it deems necessary.
The distribution of this Offering Circular and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular
or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of this Offering Circular or any Final Terms and other offering material
relating to the Notes, see "Subscription and Sale". In particular, Notes have not been and will not be
registered under the United States Securities Act of 1933 (as amended) and may include Notes in
bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions
permitted by U.S. Treasury Regulation, Notes may not be offered, sold or delivered within the United
States or its possessions or to United States persons. Terms used in this paragraph have the
meaning given to them by the U.S. Internal Revenue Code of 1986, as amended, and the U.S.
Treasury Regulations promulgated thereunder.
Neither this Offering Circular nor any Final Terms constitute an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of
them that any recipient of this Offering Circular or any Final Terms should subscribe for or purchase any
Notes. Each recipient of this Offering Circular or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
All references in this Offering Circular to "euro", "EUR" or "" are to the single currency introduced at
the start of the third stage of European Economic and Monetary Union, and as defined in Article 2 of
Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as amended, all
references to "U.S. dollar", "USD" or "$" are to the lawful currency of the United States of America, all
references to "Sterling" or "£" are to the currency of the United Kingdom and all references to "Czech
koruna" or "CZK" are to the lawful currency of the Czech Republic.
Certain figures included in this Offering Circular have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers
(if any) which is specified in the relevant Final Terms as the Stabilising Manager (or persons acting
on behalf of any Stabilising Manager(s)) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of any
Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche
of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of
30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
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DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed in conjunction with each set of relevant Final Terms.
All amendments and supplements to this Offering Circular and any Final Terms prepared by the Issuer
from time to time shall be deemed to be incorporated in, and to form part of, this Offering Circular, save
that any statement contained in this Offering Circular or in any of the documents incorporated by reference in,
and forming part of, this Offering Circular shall be deemed to be modified or superseded for the purpose of
this Offering Circular to the extent that a statement contained in any document subsequently incorporated
by reference modifies or supersedes such statement.
The Issuer will, at the specified offices of the Paying Agent, provide, free of charge, upon request
therefore, a copy of this Offering Circular (or any document incorporated by reference in this Offering
Circular). Written or telephone requests for such documents should be directed to the specified office of the
Paying Agent or the specified office of the Listing Agent in Luxembourg.
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SUPPLEMENTARY OFFERING CIRCULAR
The Issuer has undertaken that in the event that a significant new factor, material mistake or inaccuracy
relating to the information included in the Offering Circular arises or is noted which is capable of
affecting assessment of the Notes which may be issued under the Programme or if the terms of the
Programme are amended in a manner which would make the Offering Circular, as supplemented,
inaccurate or misleading, the Issuer will update or amend this Offering Circular or, as the case may be,
publish a new Offering Circular, for use in connection with any subsequent issue by the Issuer of Notes.
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CONTENTS

Page
OVERVIEW OF THE PROGRAMME ....................................................................................................... 1
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 5
PROVISIONS RELATING TO NOTES IN GLOBAL FORM ................................................................. 30
FORM OF FINAL TERMS ........................................................................................................................ 35
USE OF PROCEEDS ................................................................................................................................. 46
THE CZECH REPUBLIC .......................................................................................................................... 47
THE CZECH ECONOMY ......................................................................................................................... 54
BALANCE OF PAYMENTS AND FOREIGN TRADE ........................................................................... 62
MONETARY AND FINANCIAL SYSTEM ............................................................................................. 70
PUBLIC FINANCE ................................................................................................................................... 81
PUBLIC DEBT .......................................................................................................................................... 88
INTERNATIONAL INVESTMENT POSITION AND GROSS EXTERNAL DEBT ............................. 94
CZECH LEGAL MATTERS ..................................................................................................................... 98
TAXATION ............................................................................................................................................. 100
SUBSCRIPTION AND SALE ................................................................................................................. 102
GENERAL INFORMATION .................................................................................................................. 104

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OVERVIEW OF THE PROGRAMME
The following is a brief overview of key features of the Programme only, does not purport to be complete and should
be read in conjunction with the rest of this Offering Circular and, in relation to any Notes, in conjunction with the
relevant Final Terms and, to the extent applicable, the Terms and Conditions of the Notes set out herein.
Issuer:
The Czech Republic acting through the Ministry of Finance.

Arrangers:
Barclays Bank PLC and Deutsche Bank AG, London Branch.

Dealers:
Barclays Bank PLC, Deutsche Bank AG, London Branch and any
other dealer appointed from time to time by the Issuer either
generally in respect of the Programme or in relation to a
particular Tranche (as defined below) of Notes.
Paying Agent and Transfer
Citibank, N.A.

Agent:
Fiscal Agent:
Citibank, N.A.

Registrar:
Citigroup Global Markets Deutschland AG.

Luxembourg Listing Agent:
Dexia Banque Internationale à Luxembourg, société anonyme.

Initial Programme Amount:
10,000,000,000 (and, for this purpose, any Notes denominated in
another currency shall be translated into 10,000,000,000 at the
date of the agreement to issue such Notes using the spot rate of
exchange for the purchase of such currency against payment of
euro being quoted by the Fiscal Agent on the date on which the
relevant agreement in respect of the relevant Tranche (as defined
below) was made or such other rate as the Issuer and the relevant
Dealer may agree) in aggregate principal amount of Notes
outstanding at any one time. The maximum aggregate principal
amount of Notes permitted to be outstanding at any one time under
the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement
as defined under "Subscription and Sale".
Issuance in Series:
Notes will be issued in series (each, a "Series"). Each Series may
comprise one or more tranches (the "Tranches" and each, a
"Tranche") issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue
date and the amount of the first payment of interest may be
different in respect of different Tranches. The Notes of each
Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different denominations.
Form of Notes:
Notes may be issued in bearer form or in registered form.

In respect of each Tranche of Notes in bearer form, the Notes
will be initially issued in the form of a temporary global note (a
"Temporary Global Note") or, if so specified in the relevant
Final Terms, a permanent global Note (a "Permanent Global
Note" and, together with the Temporary Global Note, the
"Global Notes") which, in either case will: (a) if the Global
Notes are intended to be issued in new global note ("NGN") form,
as stated in the applicable Final Terms, be delivered on or prior
to the relevant issue date of the Tranche to a common safekeeper
(the "Common Safekeeper") for Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"), and (b) if the Global Notes are
not intended to be issued in NGN form (classic global note, a
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"CGN"), be delivered on or prior to the relevant issue date of the
Tranche to a common depositary (the "Common Depositary")
for Euroclear and/or Clearstream, Luxembourg. Each
Temporary Global Note will be exchangeable for a Permanent
Global Note or, if so specified in the relevant Final Terms, for
Notes in definitive bearer form ("Definitive Notes") and/or (if so
specified in the relevant Final Terms) Registered Form (as
defined below) in accordance with its terms. Each Permanent
Global Note will be exchangeable for Definitive Notes and/or (if
so specified in the relevant Final Terms) Registered Notes in
accordance with its terms. See further under "Provisions
Relating to the Notes in Global Form" below. Definitive Notes
will, if interest-bearing, either have interest coupons
("Coupons") attached and, if appropriate, a talon ("Talon") for
further Coupons and will, if the principal thereof is repayable by
instalments, have payment receipts ("Receipts") attached.
In respect of each Tranche of Notes in registered form, the Notes
will be in the form of either individual Notes in registered form
("Registered Notes") or a global note in registered form (a
"Global Registered Note"), in each case as specified in the
relevant Final Terms. Each Note issued in registered form shall
represent the entire holding of Notes by the same holder. Notes
in registered form may not be exchanged for Notes in bearer
form.
Tranches of Notes represented by a Global Registered Note will
either be: (a) if a Global Registered Note is not to be held under
the new safekeeping structure ("New Safekeeping Structure" or
"NSS"), registered in the name of a Common Depositary (or its
nominee) for Euroclear and/or Clearstream, Luxembourg and/or
any other relevant clearing system and the relevant Global
Registered Note will be deposited on or about the issue date with
the Common Depositary; or (b) if a Global Registered Note is to
be held under the New Safekeeping Structure, be registered in
the name of a Common Safekeeper (or its nominee) for
Euroclear and/or Clearstream, Luxembourg and/or any other
relevant clearing system and the relevant Global Registered Note
will be deposited on or about the issue date with the Common
Safekeeper for Euroclear and/or Clearstream, Luxembourg.
Currencies:
Notes may be denominated in any currency or currencies,
subject to compliance with all applicable legal and/or regulatory
and/or central bank requirements.
Status and Ranking of Notes:
Notes issued will constitute direct, general and unconditional
obligations of the Issuer which will at all times rank pari passu
among themselves and at least pari passu with all other present
and future unsecured obligations of the Issuer save for such
obligations as may be preferred by provisions of law that are
mandatory and of general application to creditor rights.
Issue Price:
Notes may be issued at any price and either on a fully or partly
paid basis, as specified in the relevant Final Terms.
Maturities:
Any maturity, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or
central bank requirements.

Where Notes have a maturity of less than one year and either (a)
the issue proceeds are received by the Issuer in the United
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Kingdom or (b) the activity of issuing the Notes is carried on
from an establishment maintained by the Issuer in the United
Kingdom, such Notes must (i) have a minimum redemption value
of £100,000 (or its equivalent in other currencies) and be issued
only to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or who it
is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their
business; or (ii) be issued in other circumstances which do not
constitute a contravention of Section 19 of the Financial Services
and Markets Act 2000 (the "FSMA") by the Issuer.
Redemption:
Notes may be redeemable at par or at such other Redemption
Amount (detailed in a formula or otherwise) as may be specified
in the relevant Final Terms.
Early Redemption:
Early redemption will be permitted as mentioned in the Terms
and Conditions of the Notes under "Optional Early Redemption
(Call)" and "Optional Early Redemption (Put)", only to the extent
specified in the relevant Final Terms.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest
(if any) may accrue at a fixed or floating rate and may vary
during the lifetime of the relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified
in the relevant Final Terms, subject to compliance with all
applicable legal and/or regulatory and/or central bank
requirements.
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of the Czech Republic, unless the withholding
is required by law. In that event, the Issuer will (subject as
provided in Condition 8) pay such additional amounts as will
result in the Noteholders receiving such amounts as they would
have received in respect of such Notes had no such withholding
been required.
Redenomination:
In respect of any Tranche of Notes, if the country of the
Specified Currency becomes or, announces its intention to
become, a Participating Member State, the Notes may be
redenominated in euro in accordance with Condition 18 if so
specified in the relevant Final Terms.
Negative Pledge:
Notes will have the benefit of a negative pledge in relation to
Public External Indebtedness of the Issuer, all as more fully
described in Condition 4.
Governing Law:
The Notes, all related contractual documentation and all non-

contractual obligations arising out of or in connection with them
will be governed by English law.
Listing:
Each Series may be listed on the Luxembourg Stock Exchange
and/or any other stock exchange as may be agreed between the
Issuer and the relevant Dealer and specified in the relevant Final
Terms or may be unlisted.
Terms and Conditions:
Final Terms will be prepared in respect of each Tranche of Notes
a copy of which will, in the case of Notes to be listed on the
Luxembourg Stock Exchange be delivered to the Luxembourg
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Stock Exchange on or before the date of issue of such Notes. The
terms and conditions applicable to each Tranche will be those set
out herein under "Terms and Conditions of the Notes" as
supplemented, modified or replaced by the relevant Final Terms.
Enforcement of Notes in Global
In the case of Notes in global form, individual investors' rights
Form:
will be governed by a Deed of Covenant dated 10 February 2012
(the "Deed of Covenant"), a copy of which will be available for
inspection at the specified office of the Fiscal Agent.
Clearing Systems:
Euroclear, Clearstream, Luxembourg and/or, in relation to any
Notes, any other clearing system as may be specified in the
relevant Final Terms.
Selling Restrictions:
For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of offering materials in
the United States of America, the Czech Republic and the
United Kingdom, see "Subscription and Sale".
Domestic Issuance Procedures:
The Issuer may issue Notes under the Programme domestically in
the Czech Republic without the intermediation of any of the
Dealers (the "domestic issuance procedures"). This Offering
Circular is not however for use or distribution in connection with
any issuance of Notes pursuant to the domestic issuance
procedures. See also "Subscription and Sale".

The terms and conditions applicable to each Tranche of Notes
issued pursuant to the domestic issuance procedures will be
those set out in Schedule 12 of an amended and restated fiscal
agency agreement dated 10 February 2012 (as amended,
supplemented or replaced from time to time, the "Fiscal Agency
Agreement") and made between the Issuer and the agents named
therein (as supplemented, modified or replaced by the relevant
final terms, the form of which is set out in Schedule 13 of the
Fiscal Agency Agreement). In the case of Notes in global form
issued pursuant to the domestic issuance procedures, individual
investors' rights will also be governed by the Deed of Covenant.
A copy of the Fiscal Agency Agreement and the Deed of
Covenant will be available for inspection at the specified office of
the Fiscal Agent.
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