Obligation Tunisie 5.75% ( XS1175223699 ) en USD

Tunisie

100 % ▲

Tunisie

XS1175223699 ( en USD )

5.75% par an ( paiement semestriel )

29/01/2025 - Obligation échue

Prospectus brochure de l'obligation Tunisia XS1175223699 en USD 5.75%, échue

200 000 USD

1 000 000 000 USD

066716AH4

La Tunisie est un pays d'Afrique du Nord bordé par la Méditerranée, connu pour son histoire riche, sa culture diversifiée et ses paysages variés, allant des plages sablonneuses aux montagnes et aux déserts.

Le marché financier a récemment enregistré l'achèvement du cycle de vie d'une obligation souveraine émise par la Tunisie, identifiée par le code ISIN XS1175223699 et le code CUSIP 066716AH4. Cet instrument de dette, libellé en dollars américains (USD), était structuré avec un taux d'intérêt fixe de 5,75% payable sur une base semi-annuelle. L'émission totale s'élevait à 1 000 000 000 USD, avec une taille minimale d'achat fixée à 200 000 USD, ciblant ainsi principalement des investisseurs institutionnels ou des capitaux importants. L'émetteur, la Tunisie, est une nation d'Afrique du Nord dont l'économie émergente repose sur des secteurs clés tels que le tourisme, l'agriculture et une industrie manufacturière en développement, utilisant de tels instruments pour financer ses besoins budgétaires et de développement. L'obligation a atteint sa maturité le 29 janvier 2025, et a été intégralement remboursée à 100% de sa valeur nominale, confirmant la bonne fin de cette opération pour les porteurs et pour le souverain.

BANQUE CENTRALE DE TUNISIE
acting on behalf of
THE REPUBLIC OF TUNISIA
U.S.$1,000,000,000 5.75% Notes due 2025
Issue Price: 99.065%
The U.S.$1,000,000,000 5.75% Notes due 2025 (the "Notes") are being issued by Banque Centrale de Tunisie (the "Bank") acting on behalf
of The Republic of Tunisia (the "Issuer"). The Issuer will pay interest on the Notes semi-annually in arrear on 30 January and 30 July in
each year, commencing on 30 July 2015. The Notes mature on 30 January 2025. Payments on the Notes will be made without deduction for
or on account of taxes imposed by The Republic of Tunisia or any political subdivision thereof or any authority therein or thereof having
power to tax, to the extent described under "Terms and Conditions of the Notes--Taxation".
The Bank is acting solely as agent of The Republic of Tunisia in connection with the issue of the Notes. Accordingly, the obligations of the
Issuer under the Notes and all related documents are not obligations of the Bank itself (and the Notes do not represent a liability of the Bank
itself) but are obligations of The Republic of Tunisia (and the Notes accordingly represent a liability of The Republic of Tunisia). The Bank
has not waived immunity with respect to its assets or any other immunity available to it.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered or sold within the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a summary of
certain restrictions on resale, see "Transfer Restrictions" and "Subscription and Sale".
The Notes will be offered and sold outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and
within the United States to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A").
Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS TO
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES.
The Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated
10 July 2005 (the "Luxembourg Act") relating to prospectuses for securities has approved this Prospectus for the purposes of Directive
2003/71/EC, as amended (including the amendments made by Directive 2010/73/EU) (the "Prospectus Directive"), and application has
been made to the Luxembourg Stock Exchange for listing of the Notes on the official list of the Luxembourg Stock Exchange (the "Official
List") and for admission to trading of the Notes on the Luxembourg Stock Exchange's regulated market. By approving this Prospectus, the
CSSF gives no undertaking as to the economic or financial opportuneness of the transaction or the quality and solvency of The Republic of
Tunisia in line with the provisions of Article 7(7) of the Luxembourg Act. References in this Prospectus to the Notes being "listed" (and all
related references) shall mean that the Notes have been listed on the Official List and admitted to trading on the Luxembourg Stock
Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive
2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
The Notes are expected to be rated Ba3 by Moody's Investors Service Ltd. ("Moody's") and BB- by Fitch Ratings Ltd. ("Fitch"). Each of
Moody's and Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament
and of the Council of 16 September 2009 on credit rating agencies (the "CRA Regulation"). As such, each of Moody's and Fitch is included
in the latest update of the list of registered credit rating agencies published by the European Securities and Markets Authority on its website:
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs in accordance with the CRA Regulation as of the date of this
Prospectus. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal
at any time by the assigning rating organisation.
The Notes will be offered and sold in registered form in denominations of U.S.$200,000 or any amount in excess thereof which is an integral
multiple of U.S.$1,000. The Notes that are offered and sold in reliance on Regulation S (the "Unrestricted Notes") will be represented by
beneficial interests in a global note (the "Unrestricted Global Note") in registered form without interest coupons attached, which will be
registered in the name of Citivic Nominees Limited, as nominee for, and will be deposited on or about 30 January 2015 (the "Issue Date")
with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). The Notes that are offered and sold in reliance on Rule 144A (the "Restricted Notes") will be represented by beneficial
interests in one or more global notes (each, a "Restricted Global Note") in each case in registered form without interest coupons attached,
which will be deposited on or about the Issue Date with Citibank N.A., London Branch, as custodian (the "Custodian") for, and registered in
the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC"). Interests in the Restricted Global Notes will be subject to
certain restrictions on transfer. Beneficial interests in the Unrestricted Global Note and Restricted Global Notes (together, the "Global
Notes") will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear, Clearstream,
Luxembourg and their respective participants. Except in the limited circumstances as described herein, certificates will not be issued in
exchange for beneficial interests in the Global Notes.
GLOBAL CO-ORDINATOR
NATIXIS
JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS
Citigroup
J.P. Morgan
NATIXIS
The date of this Prospectus is 29 January 2015.

IMPORTANT NOTICES
This document comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the purposes
of the Luxembourg Act.
References in this Prospectus to the "Issuer" are to the Banque Centrale de Tunisie acting on behalf of The Republic of
Tunisia for the purposes of issuing the Notes as described in this Prospectus.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and
belief of the Issuer (having made all reasonable enquiries and having taken all reasonable care to ensure that such is the
case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import and completeness of such information.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, The Republic of Tunisia,
Natixis Securities Americas LLC (the "Global Co-ordinator") or the Joint Lead Managers (as defined in "Subscription
and Sale") to subscribe or purchase any of the Notes. The distribution of this Prospectus and the offering of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required to
inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see
"Subscription and Sale".
No person is authorised in connection with the offering of the Notes to give any information or to make any
representation regarding the Issuer, The Republic of Tunisia or the Notes not contained in this Prospectus and any
information or representation not so contained must not be relied upon as having been authorised by or on behalf of the
Issuer, The Republic of Tunisia, the Global Co-ordinator or the Joint Lead Managers. A potential investor should
carefully evaluate the information provided herein in light of the total mix of information available to it, recognising
that neither the Issuer nor The Republic of Tunisia nor any other person can provide any assurance as to the reliability
of any information not contained in this document. Neither the delivery of this Prospectus 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 of Tunisia since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that there has been no adverse change in the financial, political and/or economic position
of The Republic of Tunisia since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in connection with
the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
To the fullest extent permitted by law, the Global Co-ordinator and the Joint Lead Managers accept no responsibility
whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by the Global
Co-ordinator or a Joint Lead Manager or on their behalf in connection with the Issuer, The Republic of Tunisia or the
issue and offering of the Notes. Each of the Global Co-ordinator and the Joint Lead Managers accordingly disclaims all
and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise
have in respect of this Prospectus or any such statement. The Fiscal Agent, the Registrar, the Paying Agents and the
Transfer Agents referred to herein make no representation regarding this Prospectus or the Notes.
IN CONNECTION WITH THE ISSUE OF THE NOTES, CITIGROUP GLOBAL MARKETS LIMITED AS
STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILISING MANAGER) 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 (OR
PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) 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 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 NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF SUCH NOTES.
ANY STABILISATION ACTION OR OVER ALLOTMENT SHALL BE CONDUCTED BY THE STABILISING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
i

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO BAHRAIN RESIDENTS
In relation to investors in the Kingdom of Bahrain, securities issued in connection with this Prospectus and related
offering documents may only be offered in registered form to existing account holders and accredited investors as
defined by the Central Bank of Bahrain (the "CBB") in the Kingdom of Bahrain where such investors make a minimum
investment of at least U.S.$100,000 or any equivalent amount in other currency or such other amount as the CBB may
determine.
This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central
Bank and Financial Institutions Law 2006 (decree Law 64 of 2006). This Prospectus and related offering documents
have not been and will not be registered as a prospectus with the CBB. Accordingly, no securities may be offered, sold
or made the subject of an invitation for subscription or purchase nor will this Prospectus or any other related document
or material be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly
or indirectly, to persons in the Kingdom of Bahrain, other than to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered the Prospectus or related offering documents and it has not in any
way considered the merits of the securities to be offered for investment, whether in or outside the Kingdom of Bahrain.
Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and information
contained in this document and expressly disclaims any liability whatsoever for any loss howsoever arising from
reliance upon the whole or any part of the content of this document. No offer of securities will be made to the public in
the Kingdom of Bahrain and this Prospectus must be read by the addressee only and must not be issued, passed to, or
made available to the public generally.

ii

PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES
All references in this document to "Tunisian Dinars", "Dinars", "millimes" or "TD" are to the currency of The
Republic of Tunisia, references to "U.S. Dollars", "U.S.$", "USD", and "$" are to the currency of the United
States of America, references to "Japanese Yen" or "JPY" are to the currency of Japan and references to "EUR"
or "Euro" are to the currency introduced at the start of the third stage of the European economic and monetary
union pursuant to the Treaty establishing the European Community, as amended. References in this document to
the "Government" are to the Government of The Republic of Tunisia.
For ease of presentation, certain financial information relating to The Republic of Tunisia or the Bank included
herein is presented in U.S. Dollars. Except as otherwise stated in this Prospectus, any amounts stated in U.S.
Dollars as of a stated date or for a stated period were converted from Dinars into U.S. Dollars at the rate of
exchange either prevailing on such date or calculated at the average rate of exchange for such period, as the case
may be. However, these translations should not be construed as representations that the Tunisian Dinar amounts
actually represent such U.S. Dollar amounts or could be converted into U.S. Dollars at the rate indicated or any
other rate.
The following table sets forth the average annual exchange rate of the Dinar against certain major currencies in
each of the years indicated:
Average Annual Exchange Rates(1)

2010
2011
2012
2013
2014

(TD per unit of currency unless otherwise indicated)
USD ...............................................................
1.4326
1.4079
1.5618
1.6254
1.7001
JPY(2) ..............................................................
16.2407
17.5099
19.4935
16.5585
16.0005
EUR ...............................................................
1.8972
1.9582
2.0081
2.1595
2.2531
_________________
Notes:
(1) The annual average of the daily interbank rates on the Tunisian interbank foreign exchange market as published by the Bank.
(2) TD/1,000 yen.

On 12 January 2015, the closing U.S. Dollar/Tunisian Dinar rate of exchange as reported by the Bank was
TD 1.8949 = U.S.$1.00, the closing Japanese Yen/Tunisian Dinar rate of exchange as reported by the Bank was
TD 15.8826 = JPY1,000 and the closing Euro/Tunisian Dinar rate of exchange as reported by the Bank was
TD 2.2395 = 1.00.
Certain monetary amounts included in this Prospectus have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede
them.
Statistical information reported herein has been derived from official publications of, and information supplied by,
a number of agencies of The Republic of Tunisia (including the Bank). Unless otherwise stated, all annual
information, including budget information, is based on calendar years.

iii

JURISDICTION AND ENFORCEMENT
The Republic of Tunisia is a sovereign state, and the Bank is an instrumentality of the state acting on behalf of The
Republic of Tunisia for the purposes of issuing the Notes. As a result, it may be difficult for investors to obtain or
realise upon judgments against The Republic of Tunisia in the English courts or the courts of any other country. In
connection with the offering to which this Prospectus relates, The Republic of Tunisia and the Bank (acting solely
in its capacity as agent for The Republic of Tunisia in respect of the Notes) have irrevocably submitted to the non-
exclusive jurisdiction of the courts of England for purposes of any suit, action or proceeding arising out of or in
connection with the Fiscal Agency Agreement and/or the Notes and that accordingly any suit, action or
proceedings arising out of, or in connection therewith (together referred to as "Proceedings") may be brought in
such courts. The Republic of Tunisia and the Bank (acting solely in its capacity as agent for The Republic of
Tunisia in respect of the Notes) have also irrevocably waived any objection which either of them may have to the
laying of the venue of any such Proceedings in any such courts and any claim that any such Proceedings have been
brought in an inconvenient forum.
In addition, to the extent that The Republic of Tunisia may, in any jurisdiction, claim or acquire for itself or its
assets immunity (sovereign or otherwise) from jurisdiction, suit, execution, attachment (whether in aid of execution
before judgment or otherwise) or other legal process (whether through service or notice or otherwise), the Bank,
acting on behalf of The Republic of Tunisia, has irrevocably agreed for the benefit of the investors in the Notes not
to claim, and has irrevocably waived, such immunity, to the fullest extent permitted by the laws of such
jurisdiction. However, the waiver of immunity does not extend to (i) present or future "premises of the mission" as
such term is defined in the Vienna Convention on Diplomatic Relations signed in 1961, or "consular premises" as
such term is defined in the Vienna Convention on Consular Relations signed in 1963 or (ii) military property or
military assets of The Republic of Tunisia, in each case under the control of a military authority or defence agency
of The Republic of Tunisia or (iii) property located in The Republic of Tunisia dedicated to a public or
governmental use (as opposed to a commercial use) by The Republic of Tunisia.
Under Article 37 of the Public Accounting Code of The Republic of Tunisia, the property, assets and receivables of
The Republic of Tunisia, public establishments and local administrations are immune from attachment or
execution, regardless of their use. There is no judicial precedent in Tunisia as to whether a waiver of immunity
from attachment and execution on property, assets or receivables of The Republic of Tunisia located in Tunisia,
such as that contained in Condition 18(c) of the Notes, is valid as a matter of Tunisian law.
If any Noteholder wishes to bring any Proceedings, it must bring such Proceedings directly against The Republic of
Tunisia, rather than the Bank. Such Proceedings may be brought against The Republic of Tunisia in the courts of
England and, to the extent described above, The Republic of Tunisia will not assert immunity in any such
Proceedings.
Tunisian law permits The Republic of Tunisia and public entities such as the Bank to choose a law other than the
Tunisian law to govern their commercial and private transactions and also to submit to a jurisdiction other than the
jurisdiction of the Tunisian courts, to settle any dispute or to opt for arbitration. A Tunisian judge will therefore
order the enforcement in The Republic of Tunisia of foreign judgments without re-examining the merits of a claim,
except that enforcement of foreign judgments may be denied if (i) the underlying claim is subject to the exclusive
jurisdiction of Tunisian courts, (ii) a prior Tunisian judgment has already been rendered with regard to the relevant
claim, (iii) the foreign judgment is contrary to principles of Tunisian public policy, (iv) the foreign judgment to be
enforced has been cancelled in the jurisdiction where it has been rendered, or (v) the jurisdiction where the
judgment has been rendered does not apply reciprocity rules in its relationship with The Republic of Tunisia. In
addition, Tunisian courts have jurisdiction in respect of any proceedings relating to civil non-contractual claims
where the underlying actions have taken place, or the damage has been suffered, in the territory of The Republic of
Tunisia, notwithstanding any provision to the contrary in the Notes or in any documents executed in connection
with the issuance of the Notes. See "Risk Factors--Risks relating to The Republic of Tunisia--The Republic of
Tunisia is a sovereign state, and it may therefore be difficult for investors to obtain or realise judgments of courts
in other countries against The Republic of Tunisia".

iv

FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Prospectus constitute forward-looking statements. Statements that are not
historical facts are forward-looking statements. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue"
or similar terminology. These statements are based on the Bank's and the Government's current plans, objectives,
assumptions, estimates and projections. Investors should therefore not place undue reliance on those statements.
Forward-looking statements speak only as of the date that they are made and neither the Issuer nor The Republic of
Tunisia undertakes to update any forward-looking statements in light of new information or future events. Forward-
looking statements involve inherent risks and uncertainties. The Bank cautions that a number of important factors could
cause actual results to differ materially from those contained in any forward-looking statement. In addition to the factors
described in this Prospectus, including those discussed under "Risk Factors", the following factors, among others, could
cause future results to differ materially from those expressed in any forward-looking statements made in this
Prospectus:
External factors, such as:
·
changes in international commodity prices or prevailing interest rates, which could adversely affect The
Republic of Tunisia's balance of payments and budget deficit;
·
a recession or low economic growth in The Republic of Tunisia's trading partners, in particular any
economic slowdown in the European Union (the "EU"), which accounted for 63.1% of Tunisian foreign
trade in the six months ended 30 June 2014; or
·
changes in the level of support by The Republic of Tunisia's multilateral and bilateral creditors or changes
in the terms on which such creditors provide financial assistance to The Republic of Tunisia or any of its
agencies or fund new or existing projects.
Internal factors, such as:
·
a decline in foreign direct investment ("FDI"), a decline in foreign currency reserves, increases in domestic
inflation, exchange rate volatility, or a significant increase in the level of domestic and external debt, which
could lead to lower economic growth or a decrease in the Bank's and The Republic of Tunisia's foreign
currency reserves; or
·
instances of terrorism or continuing political and socio-economic unrest in The Republic of Tunisia and a
failure by the new Government to successfully address the underlying causes of the 14 January 2011
Revolution (as defined below), such as high unemployment among university graduates, poverty among
parts of the population, as well as significant existing regional disparities in wealth within The Republic of
Tunisia.

v

TABLE OF CONTENTS
IMPORTANT NOTICES ..................................................................................................................................................... i
PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES ...................................................... iii
JURISDICTION AND ENFORCEMENT ......................................................................................................................... iv
FORWARD-LOOKING STATEMENTS ........................................................................................................................... v
RISK FACTORS ................................................................................................................................................................. 1
OVERVIEW ...................................................................................................................................................................... 12
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................. 19
THE GLOBAL NOTES .................................................................................................................................................... 35
CLEARING AND SETTLEMENT ARRANGEMENTS ................................................................................................. 37
TRANSFER RESTRICTIONS .......................................................................................................................................... 41
USE OF PROCEEDS ........................................................................................................................................................ 43
THE REPUBLIC OF TUNISIA ........................................................................................................................................ 44
THE TUNISIAN ECONOMY .......................................................................................................................................... 44
FOREIGN TRADE AND BALANCE OF PAYMENTS ................................................................................................. 80
PUBLIC FINANCE ........................................................................................................................................................... 92
PUBLIC DEBT .................................................................................................................................................................. 99
THE BANK AND THE BANKING SYSTEM .............................................................................................................. 113
TAXATION ..................................................................................................................................................................... 133
SUBSCRIPTION AND SALE ........................................................................................................................................ 136
GENERAL INFORMATION .......................................................................................................................................... 138

vi

RISK FACTORS
An investment in the Notes involves risks. Accordingly, prospective investors should carefully consider, amongst other
things, the risks described below, as well as the detailed information set out elsewhere in this Prospectus, and reach
their own views before making an investment decision. The risks and uncertainties described below are not the only
risks and uncertainties related to The Republic of Tunisia and the Notes. Additional risks and uncertainties not
presently known or currently believed to be immaterial could also impair the ability to make payments on the Notes. If
any of the following risks actually materialise, the financial condition and prospects of The Republic of Tunisia could
be materially adversely affected. If that were to happen, the trading price of the Notes could decline and The Republic
of Tunisia may be unable to make payments due on the Notes, and investors may lose all or part of their investment.
Risks relating to Investments in Emerging Markets
Investing in securities involving emerging markets generally involves a higher degree of risk than more developed
markets
Generally, an investment in emerging markets, such as Tunisia, is only suitable for sophisticated investors who fully
appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors are
urged to consult their own legal and financial advisers before making an investment in the Notes. Such risks include,
but are not limited to, potentially higher volatility and more limited liquidity in respect of the Notes, a narrow export
base, a less-diversified economy, infrastructure challenges that may limit the prospects for economic growth, significant
socio-economic challenges, greater political risk and a generally higher likelihood of significant changes in the political
and economic environment. Tunisia's budget deficits and other weaknesses characteristic of emerging market
economies make it susceptible to future adverse effects similar to those suffered by other emerging market countries.
Emerging markets can also experience significant governance challenges, such as increased instances of corruption and
misuse of public funds, than more mature markets, which could affect the ability of governments and their
instrumentalities, such as those in The Republic of Tunisia, to meet their obligations vis-à-vis investors. Any of these
factors, as well as volatility in the markets for securities similar to the Notes, may adversely affect the value or liquidity
of the Notes.
The disruptions experienced during previous years in the international capital markets have also led to reduced liquidity
and increased credit risk premiums for certain market participants and have resulted in financing being unavailable for
certain entities. Emerging markets may be particularly susceptible to disruptions in the capital markets and the reduced
availability of credit or the increased cost of debt, which could result in them experiencing financial difficulty. In
addition, the availability of credit within emerging markets is significantly influenced by levels of investor confidence
in such markets as a whole and so any factors that impact market confidence (for example, a decrease in credit ratings
or state or central bank intervention) could affect the price or availability of funding within any of these markets.
International investors' reactions to events occurring in one emerging market country or region sometimes appear to
demonstrate a "contagion" effect, in which an entire region or class of investment is disfavoured by such investors. If
such a "contagion" effect occurs, The Republic of Tunisia could be adversely affected by negative economic, security
or financial developments in other emerging market countries. The Republic of Tunisia has been adversely affected by
"contagion" effects in the past, including the recent events in Libya, violence involving the so-called "Islamic State",
other recent events of volatility in the Middle East and North Africa, as well as global events, such as the Eurozone
crisis and the global financial crisis. No assurance can be given that it will not be affected by similar events in the
future.
As a consequence, an investment in the Notes, which reflects the sovereign risk of The Republic of Tunisia, carries
risks that are not typically associated with investing in more mature markets. These risks may be compounded by
incomplete, unreliable or unavailable economic and statistical data on The Republic of Tunisia, including elements of
information provided in this Prospectus. Prospective investors should also note that emerging economies, such as the
Tunisian economy, are subject to rapid change. Accordingly, prospective investors should exercise particular care in
evaluating the risks involved and must decide for themselves whether, in light of those risks, their investment is
appropriate.
Risks relating to The Republic of Tunisia
Tunisia has faced significant political unrest since December 2010
Tunisia experienced an intensive campaign of civil resistance beginning in December 2010. Widespread demonstrations
were precipitated by high unemployment, corruption, a lack of freedom of speech and other political freedoms and
deteriorating living conditions and led, following four weeks of street protests, to the ousting of President Zine El

1

Abidine Ben Ali on 14 January 2011, when he resigned after fleeing to Saudi Arabia, ending 23 years in power (the
"14 January 2011 Revolution"). The 14 January 2011 Revolution resulted in significant changes to Tunisia's political
system. The previous parliament, consisting of the Chamber of Deputies and Chamber of Advisors, was dissolved and,
on 23 October 2011, elections were held for the newly created 217-seat National Constituent Assembly, which saw the
moderate Islamic party Ennahda Movement ("Ennahda Movement") win 89 of the 217 seats. In response to calls for
reform following the 14 January 2011 Revolution, the National Constituent Assembly was granted a mandate to draft a
new constitution. Despite the successful parliamentary elections, the then-Government continued to face significant
socio-economic and political challenges, including numerous further instances of protests and riots in 2012 and 2013.
After discussions that took around two years, a new constitution (the "2014 Constitution") was approved by the
National Constituent Assembly by a majority of 200 deputies (with 12 deputies voting against and four abstentions).
The state of emergency imposed during the 14 January 2011 Revolution was lifted in March 2014.
A further round of parliamentary elections was held on 26 October 2014, which saw Nidaa Tounes, a secularist party,
which was formed as a result of a political initiative unifying secular forces in Tunisian politics in June 2012 ("Nidaa
Tounes"), win 86 of the 217 seats of the Chamber of the People's Deputies. On 21 December 2014, Mr. Beji Caid el
Essebsi, the then leader of Nidaa Tounes, who is 88 years old, was elected as the new President of The Republic of
Tunisia (the "President"). There were some demonstrations in several southern towns, including Hamma, in response
to Mr. Essebsi's victory.
There can be no assurance that further demonstrations, political protects or other incidents of unrest will not take place,
which could have a material adverse effect on the Tunisian economy, the Government's finances and its ability to
service its debt.
There are a number of uncertainties regarding the formation and policies of the new Government
Following the election of President Essebsi, on 5 January 2015, President Essebsi solicited Mr. Habib Essid, an
independent figure selected by Nidaa Tounes, to become Head of Government and form a new Government. Nidaa
Tounes did not win an absolute majority of the parliamentary seats in the October 2014 election. On 23 January 2015,
the designated Head of Government, Mr. Habib Essid, announced the formation of a proposed new Government to be
composed of representatives from political parties and national figures, but which does not include representatives from
all political parties. The final composition of the new Government is currently under discussion among various political
parties. Further, pursuant to Article 89 of the 2014 Constitution, before being installed, the new Government must
present its programme to the Chamber of the People's Deputies for a vote of confidence. As a result and in line with
Article 100 of the 2014 Constitution, the current Government formed in December 2013 is continuing to administer
Government business until the vote of confidence for the new Government is passed. There can be no assurance as to
when, if at all, the vote of confidence will be passed and, accordingly, when the new Government will take office.
In addition, there can be no assurance as to what the Government programme will be, what policies the Government
will pursue or what the Government's outlook will be and what effects the foregoing will have on the Tunisian
economy, the Government's finances and its ability to service its debt. In particular, in the event that certain political
parties, including the Ennahda Movement, are not sufficiently represented in the executive or legislative branches of the
Tunisian political system, policies adopted by the new and future Governments may reignite tensions and undermine
domestic stability and unity in Tunisia.
The Tunisian economy faces significant challenges, which has increased pressure on Tunisia's public finances and
has led to rising current account deficits and Government budget deficits
Impact of the 14 January 2011 Revolution
The 14 January 2011 Revolution has had material negative short-term macro-economic consequences for the Tunisian
economy. Besides significant damage to property (estimated by the Government at 4% of 2011 GDP), the Tunisian
economy has had to grapple with growing insecurity, social tensions and, since 2011, significant decreases in both
tourism revenues(which were TD 3,211 million in 2013, TD 3,175 million in 2012 and TD 2,433 million in 2011, as
compared to TD 3,523 million in 2010 and TD 3,472 million in 2009) and FDI (which was TD 1,815 million in 2013,
TD 2,504 million in 2012 and TD 1,616 million in 2011, as compared to TD 2,165 million in 2010 and TD 2,279
million in 2009). The relative increase in country risk since 2011 has also had a negative impact on the ability to obtain
funding for projects and companies in Tunisia from international lenders.
Tunisia continues to need to attract new investors and reassure them over security concerns in order to attract increased
FDI in order to be able to finance its growing current account deficit. Commodity price increases, food and beverages
price increases, and the conflict in Libya, whose impact on foreign trade was estimated by the Government at 6% of
Tunisian exports in 2011 (in addition to the decline in remittances and declining FDI from Libya, as well as an

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interruption of hydrocarbon imports from Libya), were additional handicaps for the Tunisian economy in 2011. Social
unrest, political uncertainty and security concerns resulting from the 14 January 2011 Revolution have continued to
have an impact on tourism revenues. In addition, increases in wages since the 14 January 2011 Revolution have
increased demands for imported goods in each of 2012, 2013 and 2014. As a result, the trade deficit increased over the
period from TD 8,604 million in 2011 to TD 11,808 million in 2013.
The Tunisian Ministry of Economy and Finance has estimated that the 14 January 2011 Revolution caused a shortfall in
revenue to the Government of TD 3 billion. Overall, the Tunisian economy shrank by 1.9% in 2011, with recoveries of
3.7% in 2012 and 2.3% in 2013. For the six months ended 30 June 2014, a decline in industrial production of 0.6% with
a moderate domestic demand resulted in GDP growth of 2.3%. Partly due to the lasting effects of the factors described
above, the Government has recently reduced its estimate for real GDP growth in 2014 by 1.2 percentage points to 2.4%.
However, any of the factors described above as well as additional risks and uncertainties, including political and socio-
economic unrest or a further economic slowdown in the EU, could cause actual GDP growth in 2014 to be significantly
lower than that currently forecasted by the Government and could have a material adverse effect on the Tunisian
economy, the Government's finances and its ability to service its debt.
Widening of the current account deficit
Between 1995 and 2009, Tunisia's current account deficit averaged 2.8% of GDP. In 2010, the current account deficit
grew to 4.7% of GDP, further rising to 7.3% in 2011, 8.2% in 2012 and 8.3% in 2013. The increasing current account
deficit since 2010 is primarily a result of a shift in both the composition and size of Tunisia's trade balance.
In particular, increased energy imports and the slowdown in export growth due to a reduction in demand for exports by
customers within the EU, Tunisia's largest trading partner, as well as negative supply shocks in the phosphate and
agriculture sectors and reduced FDI and tourism revenues since the 14 January 2011 Revolution, have contributed to the
widening deficit. In addition, high subsidies have contributed to strong import growth, which has, in turn, contributed to
the widening current account deficit. See "--Oil price vulnerability and subsidies". Continued increases in the current
account deficit could have a material adverse effect on the Tunisian economy, the Government's finances and its ability
to service its debt.
Oil price vulnerability and subsidies
The 2015 budget is based on, among other things, an assumption that global oil prices will average U.S.$95 per barrel
of Brent crude oil in 2015, as compared to the average oil price of U.S.$106 per barrel assumption in the supplemental
2014 budget and average oil prices of U.S.$109 per barrel in 2013 and U.S.$112 per barrel in 2012, although oil prices
declined significantly in 2014 to approximately U.S.$56 per barrel as at 31 December 2014. In recent years, and in
response to higher than expected average oil prices in 2011 to 2013, the Government has maintained high subsidies on
oil products, resulting in an increase in total subsidies (including oil, food and transport) of 91.3% in 2011
(approximately 4.5% of GDP), 26.3% in 2012 (approximately 5.1% of GDP) and 52.1% in 2013 (approximately 7.3%
of GDP). In the 2014 budget, the Government introduced programmes to reduce energy subsidies, and further cuts to
subsidies have been provided for in the 2015 budget. In 2014, based on preliminary figures, oil subsidies decreased by
31.1%, as compared to 2013, and, under the 2015 budget, oil subsidies are expected to decrease by a further 9%, as
compared to preliminary figures for 2014.
Although the Government's reforms of its subsidies policies have resulted in reduced Government expenditures, the
cost to the Government of subsidies remains linked to international commodity prices, particularly crude oil. Higher-
than-expected international oil prices represent a significant risk of a further increase in the budget deficit in 2015, as
every additional U.S.$10 per barrel is estimated to generate approximate net additional expenses of TD 480 million for
the budget. In addition, while lower oil prices reduce The Republic of Tunisia's energy costs, such reduced costs could
be partially or completely offset by the appreciation of the U.S. Dollar against the Tunisian Dinar. See "Public
Finance--Government Revenues and Expenditures". When crude oil prices rise, most of the resulting costs are borne
by the Government. There can be no assurance that crude oil prices will stay at the current below budget level and that
revisions of the budget will not be required in light of continuing oil price volatility. If the costs of subsidies rise, or the
Government is not successful in further reforming the subsidy system, it could have a material adverse effect on the
Tunisian economy, the Government's finances and its ability to service its debt.
Fluctuations in Prices of Imported Goods
Tunisia's industrial sector, which comprises manufacturing industries and non-manufacturing industries (including
mining, energy, building and civil engineering) is dependent upon the imports of capital goods, spare parts, and raw
materials. As a result, the sector is vulnerable to global price fluctuations. The contribution of industry to GDP at factor
cost was 30.4% in 2013, 30.8% in 2012, 30.1% in 2011, 30.6% in 2010 and 32.6% in 2009. Accordingly, fluctuations

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