Obligation Banque Ouest Africaine du Développement 5.5% ( XS1350670839 ) en USD

Société émettrice Banque Ouest Africaine du Développement
Prix sur le marché 100 %  ▼ 
Pays  Togo
Code ISIN  XS1350670839 ( en USD )
Coupon 5.5% par an ( paiement semestriel )
Echéance 06/05/2021 - Obligation échue



Prospectus brochure de l'obligation Banque Ouest Africaine de Developpement (BOAD) XS1350670839 en USD 5.5%, échue


Montant Minimal 200 000 USD
Montant de l'émission 750 000 000 USD
Description détaillée La Banque Ouest-Africaine de Développement (BOAD) est une institution financière de développement régionale qui a pour mission de financer des projets d'infrastructures et de développement économique dans les États membres de l'Union économique et monétaire ouest-africaine (UEMOA).

L'Obligation émise par Banque Ouest Africaine du Développement ( Togo ) , en USD, avec le code ISIN XS1350670839, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/05/2021











U.S.$750,000,000
5.50% Notes due 2021
Issue Price: 98.927%

Application has been made for the U.S.$750,000,000 5.50 % Notes due 2021 (the Notes) of Banque Ouest Africaine de Développement (the Issuer and, together with its subsidiaries and
affiliates, the Group) to be admitted to the official list of the Luxembourg Stock Exchange and traded on the Bourse de Luxembourg, which is the regulated market in Luxembourg (the
Market). In this Prospectus, references to "regulated market" shall mean a regulated market for the purposes of European Parliament and Council Directive 2004/39/EC.
This Prospectus does not constitute a prospectus for the purpose of Directive 2003/71 EC, as amended, and may only be used for the purpose for which it is published.
Interest on the Notes is payable semi-annually in arrear on May 6 and November 6 in each year commencing on November 6, 2016. Payments on the Notes will be made without
deduction for or on account of any taxes to the extent described under "Terms and Conditions of the Notes--Taxation".
The Notes mature on May 6, 2021 on which date they will be redeemed at their principal amount. The Notes are subject to redemption in whole (but not in part), at their principal amount,
together with accrued interest, at the option of the Issuer at any time for taxation reasons. See "Terms and Conditions of the Notes--Redemption and Purchase". The Notes are not
redeemable otherwise prior to maturity.
Notes which are offered and sold in reliance on Regulation S (as defined below) will be represented by beneficial interests in a permanent global Note certificate (the Unrestricted
Global Note Certificate) in registered form, without interest coupons attached, which will be registered in the name of Citivic Nominees Limited as nominee for, and shall be deposited
on or about the Closing Date with Citibank Europe plc as common depository for, and in respect of interests held through Euroclear Bank SA/NA (Euroclear) and Clearstream Banking,
société anonyme (Clearstream, Luxembourg). Notes which are offered and sold in reliance on Rule 144A (as defined below) will be represented by beneficial interests in one or more
permanent global Note certificates (the Restricted Global Note Certificate(s) and, together with the Unrestricted Global Note Certificate, the Global Note Certificates) in registered
form, without interest coupons attached, which will be deposited on or about the Closing Date with Citibank. N.A., as custodian for, and registered in the name of Cede & Co. as nominee
for The Depository Trust Company (DTC). The Notes will be issued in denominations of U.S.$200,000 and integral multiples of $1,000 in excess thereof. See "Terms and Conditions of
the Notes--Form, Denomination and Title". Interests in the Restricted Global Note Certificate will be subject to certain restrictions on transfer. See "Form of the Notes and Transfer
Restrictions". Beneficial interests in the Global Note Certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and
Clearstream, Luxembourg and their participants. Except as described herein, certificates for Notes will not be issued in exchange for beneficial interests in the Global Note Certificates.
THE NOTES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT),
OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS SUCH TERMS ARE DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT (REGULATION S)), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE NOTES MAY BE OFFERED AND SOLD ONLY (I) OUTSIDE OF THE
UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS AS DEFINED IN AND IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES
ACT AND (II) IN THE UNITED STATES TO PURCHASERS THAT ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A (RULE 144A) UNDER
THE U.S. SECURITIES ACT (QIBs) THAT ARE ALSO QUALIFIED PURCHASERS AS DEFINED IN SECTION 2(A)(51)(A) OF THE UNITED STATES INVESTMENT
COMPANY ACT OF 1940, AS AMENDED (THE U.S. INVESTMENT COMPANY ACT) AND THE RULES AND REGULATIONS THEREUNDER (QPs), IN EACH CASE
ACTING FOR THEIR OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE QIBs THAT ARE ALSO QPs IN RELIANCE ON AND IN COMPLIANCE WITH
RULE 144A. SEE "FORM OF THE NOTES AND TRANSFER RESTRICTIONS".
The Issuer may be a "covered fund" as defined in Section 13 of the Bank Holding Company Act (the Volcker Rule). However, the Issuer does not believe that an investment in the Notes
would constitute an acquisition of an "ownership interest" (as defined in the Volcker Rule regulation) in a covered fund. See "Subscription and Sale and Transfer and Selling
Restrictions--Covered Fund".
The Notes are expected to be rated Baa1 by Moody's Investors Service Ltd. (Moody's) and BBB by Fitch Ratings Limited (Fitch). The Issuer's current long-term rating by Moody's is
Baa1 (outlook stable) and Fitch is BBB (outlook stable). A 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 organization. Each of Moody's and Fitch is established in the European Union (the EU), domiciled in the United Kingdom, and is included in the list of credit
rating agencies registered in accordance with Regulation (EC) No. 1060/2009 on Credit Rating Agencies as amended by Regulation (EU) No. 513/2011 (the CRA Regulation). This list
is available on the ESMA website (http://www.esma.europa.eu/page/list-registered-and-certified-CRAs).
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 10.

JOINT LEAD MANAGERS
BNP PARIBAS
DEUTSCHE BANK
J.P. MORGAN
STANDARD BANK

The date of this Prospectus is May 3, 2016








The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care 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 of such information.
This Prospectus includes certain statistical and other data, which the Issuer believes are useful in
helping investors to understand the markets in which the Issuer operates. Unless indicated otherwise,
these data are based on internal calculations and estimates and have not been independently verified.
Accordingly, no assurance can be given that such internal calculations and estimates are accurate and
investors should not place undue reliance on such data included in this Prospectus. Where information
has been extracted from third-party sources such as International Monetary Fund (IMF) reports,
rating agency documents and publications by WAEMU institutions such as the BCEAO or the
WAEMU Commission (each, as defined below), the Issuer confirms that such information has been
accurately reproduced and that, so far as it is aware and is able to ascertain from information
published by such sources, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
Neither the Joint Lead Managers (as defined in "Subscription and Sale" below) nor Citicorp Trustee
Limited (the Trustee) nor any of their respective directors, affiliates, advisers or agents has made an
independent verification of the information contained in this Prospectus in connection with the issue
or offering of the Notes and no representation or warranty, express or implied, is made by the Joint
Lead Managers, the Trustee or any of their respective directors, affiliates, advisers or agents with
respect to the accuracy or completeness of such information. Nothing contained in this Prospectus is,
is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the
past or the future, by the Joint Lead Managers, the Trustee or any of their respective directors,
affiliates, advisers or agents in any respect. The contents of this Prospectus are not, are not to be
construed as, and should not be relied on as, legal, business or tax advice and each prospective
investor should consult its own legal and other advisers for any such advice relevant to it.
No person is authorized to give any information or make any representation not contained in this
Prospectus in connection with the issue and offering of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorized by any of the Issuer,
the Trustee or the Joint Lead Managers or any of their respective directors, affiliates, advisers or
agents. The delivery of this Prospectus does not imply that there has been no change in the business
and affairs of the Issuer since the date hereof or that the information herein is correct as of any time
subsequent to its date.
Neither this Prospectus nor any other information supplied in connection with the offering of the
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, any of the Joint Lead Managers or the Trustee that any recipient
of this Prospectus or any other information supplied in connection with the offering of the Notes
should subscribe for or purchase any Notes. Each investor contemplating purchasing any Notes
should make its own independent investigation and appraisal of the condition (financial or otherwise)
of the Issuer. Neither this Prospectus nor any other information supplied in connection with the
offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer, any of the Joint
Lead Managers or the Trustee to any person to subscribe for or to purchase any Notes.
This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Notes by any
person in any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution
of this Prospectus and the offer or sale of the Notes in certain jurisdictions is restricted by law. This
Prospectus may not be used for, or in connection with, and does not constitute, any offer to, or


(i)





solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or
solicitation is not authorized or is unlawful.
In particular, this Prospectus does not constitute an offer of securities to the public in the United
Kingdom. Consequently this document is being distributed only to, and is directed at (a) persons who
have professional experience in matters relating to investments falling within article 19(1) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (b) high
net worth entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may
be lawfully communicated, falling within article 49(1) of the Order (all such persons together being
referred to as relevant persons). Any person who is not a relevant person should not act or rely on
this document or any of its contents. Persons into whose possession this Prospectus may come are
required by the Issuer and the Joint Lead Managers to inform themselves about and to observe such
restrictions. Further information with regard to restrictions on offers, sales and deliveries of the Notes
and the distribution of this Prospectus and other offering material relating to the Notes is set out under
"Subscription and Sale" and "Summary of Provisions Relating to the Notes in Global Form".
This Prospectus has not been prepared in the context of a public offering in France within the meaning
of Article L. 411-1 of the French Code monétaire et financier and therefore has not been and will not
be submitted for clearance to the French Autorité des marchés financiers (the AMF). Consequently,
the Notes are not being offered directly or indirectly to the public in France and this Prospectus has
not been distributed or caused to be distributed and will not be distributed or caused to be distributed
to the public in France. Offers, sales and distributions of the Notes have been and shall only be made
in France to (a) persons providing investment services relating to portfolio management for the
account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) acting for their own
account, as defined in, and in accordance with, Articles L. 411-1, L. 411-2, D. 411-1, D. 411-4, D.
744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier. The direct or indirect
distribution to the public in France of any Notes so acquired may be made only as provided by
Articles L. 411-1 to L. 411-4, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et
financier.
The Notes have not been, nor will they be, registered under the U.S. Securities Act or under the
applicable securities laws of any state of the United States, and the Notes may not be offered or sold,
directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. person
(as such terms are defined in Regulation S) except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act. See "Form of the Notes and
Transfer Restrictions".
The Notes may be offered and sold only (i) outside of the United States to persons other than
U.S. persons as defined in and in accordance with Regulation S (the Regulation S Notes) and (ii)
in the United States to purchasers that are QIBs as defined in Rule 144A that are also QPs as
defined in Section 2(a)(51)(A) of the U.S. Investment Company Act (the Rule 144A Notes), in
each case acting for their own account or the account of one or more QIBs that are also QPs in
reliance on and in compliance with Rule 144A. Each U.S. purchaser of Notes is hereby notified
that the offer and sale of any Notes to it may be being made in reliance upon the exemption from the
registration requirements of the U.S. Securities Act provided by Rule 144A.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission
(the SEC), any state securities commission in the United States or any other U.S. regulatory authority
nor have any of the foregoing authorities passed upon or endorsed the merits of any offering of the
Notes or the accuracy or the adequacy of this Prospectus. Any representation to the contrary is a
criminal offense in the United States.


(ii)





This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a Relevant EU
Member State) will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending
to make an offer in that Relevant EU Member State of Notes which are the subject of the placement
contemplated in this Prospectus may only do so in circumstances in which no obligation arises for the
Issuer or any of the Joint Lead Managers to publish a prospectus pursuant to Article 3 of the
Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Joint Lead
Managers have authorized, nor do they authorize, the making of any offer of Notes in circumstances
in which an obligation arises for the Issuer or the Joint Lead Managers to publish or supplement a
prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC, as
amended, and includes any relevant implementing measure in the Relevant EU Member State.
The Prospectus has not been prepared in the context of a public offering as this term is defined by
Article 81 of the Uniform Act of the Organisation pour l'Harmonisation en Afrique du Droit des
Affaires (OHADA) relating to commercial companies (AUSC&GIE). Therefore prior approval of the
Conseil Régional de l'Epargne Publique et des Marchés Financiers de l'UEMOA (CREPMF) is not
required. Consequently, neither AUSC&GIE provisions nor WAEMU regulations are applicable.
In connection with the issue of the Notes, Deutsche Bank AG, London Branch (the Stabilizing
Manager) (or any person acting on behalf of the Stabilizing 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 Stabilizing Manager (or persons
acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization
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 the Notes. Any
stabilization action or over-allotment must be conducted by the Stabilizing Manager (or person(s)
acting on behalf of the Stabilizing Manager) in accordance with all applicable laws and rules.


(iii)





GLOSSARY AND CONVENTIONS
Capitalized terms which are used but not defined in any particular section of this prospectus will have
the meaning attributed thereto in Terms and Conditions of the Notes or any other section of this
prospectus.
Unless otherwise specified or the context so requires, references to FCFA or CFA Franc are to the
currency of the West African Economic and Monetary Union (WAEMU) under the auspices of which
the Issuer was established, references to U.S. dollars and U.S.$ are to United States dollars and
references to euro, EUR and are to the currency introduced at the start of the third stage of
European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended.
Unless otherwise specified, where financial information in relation to the Issuer has been translated
into euro, it has been so translated, for convenience only, at the rate of one euro equals
FCFA 655.957, which is the fixed exchange rate between the euro and the FCFA.
Certain figures and percentages included in this prospectus have been subject to rounding
adjustments; accordingly figures shown in 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.
The language of the prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to
them under applicable law.
References to a billion are to a thousand million.
In this Prospectus:

AFD means Agence Française de Développement or the French Development Agency;

AfDB means the African Development Bank;

ALM means Asset/Liability Management;

BADEA means La Banque Arabe pour le Développement Economique en Afrique or the Arab
Bank for Economic Development in Africa;

BCEAO means the Banque Centrale des Etats de l'Afrique de l'Ouest or the Central Bank of
the WAEMU Member States;

BCP means the business continuity plan;

Benin means the Republic of Benin;

BOAD means the Banque Ouest Africaine de Développement or the West African
Development Bank;

BRVM means the Bourse Régionale des Valeurs Mobilières or the WAEMU regional stock
exchange;

Burkina Faso means the Republic of Burkina Faso;


(iv)






By-laws means the by-laws of the Issuer, as last modified in September 2014;

CAG means the Comité d'Agrément or the Project Approval Committee;

CDB means the Chinese Development Bank;

CDM means the Clean Development Mechanism;

CDR means the Commitments and Risks Directorate;

CIDA means the Canadian International Development Agency;

Côte d'Ivoire means the Republic of Côte d'Ivoire;

DC/BR means the Dépositaire Central et Banque de Règlement or central depositary and
settlement bank of the WAEMU;

DEG means the Deutsche Investitions und Entwicklungs Gesellschaft or the German
Development Agency

DFI means Development Finance Institution;

ECOWAS means the Economic Community of West African States;

EIB means the European Investment Bank;

ERP means the Enterprise Resource Planning software system;

ESMP means the Environmental and Social Management Plan;

ESMU means the Environmental and Social Management Unit;

EU means the European Union;

FCFA means the Franc de la Communauté Financière Africaine, the currency of the
WAEMU;

FDC means the Development and Cohesion Fund;

FDE means the Energy Development Fund;

GEF means the Fonds pour l'Environnement Mondial or the Global Environment Fund;

Guinea Bissau means the Republic of Guinea Bissau;

ICD means the Islamic Corporation for the Development of the Private Sector, a member of
the IBD Group;

IDA means the International Development Association of the World Bank Group;

IDB means the Islamic Development Bank;

IFC means the International Finance Corporation;


(v)






IMF means the International Monetary Fund;

IMP means the Information Master Plan;

IRED means the Regional Initiative for Sustainable Energy;

JBIC means the Japan Bank for International Cooperation;

JICA means the Japan International Cooperation Agency;

KfW means the Kreditanstalt für Wiederaufbau or the German Agency for Financial
Cooperation;

LDCs means lesser developed countries;

Mali means the Republic of Mali;

MISS means the Management of Information Security System;

NFIs means National Financial Institutions;

Niger means the Republic of Niger;

OeEB means the Österreichische Entwicklungsbank or the Development Bank of Austria;

OFAC means the Office of Foreign Assets Control of the U.S. Department of the Treasury;

OHADA means the Organisation pour l'Harmonisation en Afrique du Droit des Affaires;

PEPs means Politically Exposed Persons;

Policy Statement means the Issuer's Policy Statement, adopted by the WAEMU Council of
Ministers in 2009

President means the President of the Issuer from time to time;

Proparco means the Société de Promotion et de Participation pour la Coopération
Economique;

PUFs means Projet d'Utilisation des Fonds suisses or the Swiss Project Utilization Fund;

RIP means the Regional Indicative Programme of the 11th European Development Fund;

ROPPA means Réseau des Organisations Paysannes et des Producteurs de l'Afrique de
l'Ouest or the Network of Farmers and Agricultural Producers in West Africa;

SDR means "Special Drawing Rights", an international type of monetary reserve currency,
created by the IMF, which operates as a supplement to the existing reserves of member
countries. The SDR is an international reserve asset which is neither a currency, nor a claim
on the IMF. Rather, it is a potential claim on the freely usable currencies of IMF members.
The value of the SDR is based on a basket of key international currencies--the Euro,
Japanese Yen, Pound Sterling and U.S. dollar. The basket will be expanded to include the
Chinese Renminbi as the fifth currency, effective October 1, 2016. The U.S. dollar-value of
the SDR is posted daily on the IMF's website;


(vi)






Senegal means the Republic of Senegal;

SMEs means small- and medium-sized enterprises;

Togo means the Republic of Togo;

WAEMU means the West African Economic and Monetary Union;

WAEMU Commission means the Commission of the West African Economic and Monetary
Union, consisting of a President (always from Senegal) and eight commissioners (one from
each country), three dealing with macro policy (public finance, trade, macroeconomics) and
five others dealing with sectoral policies;

WAEMU Member States means Benin, Burkina Faso, Cote d'Ivoire, Niger, Senegal, Togo, Mali and
Guinea Bissau; and

WAMU means the West African Monetary Union.


(vii)





LEGAL PERSONALITY, WAIVER OF IMMUNITY AND ENFORCEMENT
The Issuer is an international organization established by the agreement signed in Paris on November
14, 1973 and is recognized as an organization (of which the Togolese Republic and the other
WAEMU Member States are members) pursuant to Ordinance N° 1 dated January 10, 1974 ratifying
the Establishment Treaty in the Republic of Togo (the Issuer Ratification Ordinance),with separate
legal and juridical personality capable of suing and being sued under the laws of the Togolese
Republic. As at the date of this Prospectus, the Issuer's shareholders include the eight member states
of the WAEMU. For a description of the Issuer's other shareholders, see "Capital Structure--Capital
and shareholding structure".
The Issuer is an organization originally emanating from article 23 of the agreement establishing the
WAMU signed originally in Paris on November 14, 1973 (the WAMU Treaty, as replaced by the
agreement signed in Ouagadougou on January 20, 2007, the 2007 WAMU Treaty), which is also
recognized as an organization (of which the Togolese Republic the other WAEMU Member States are
members) pursuant to the Ordinance N° 1 dated January 10, 1974 ratifying the 1973 WAMU Treaty
(the 1973 WAMU Treaty Ratification Ordinance) also with separate legal and juridical personality
capable of suing and being sued under the laws of the Togolese Republic and one of the WAMU's
institutions pursuant to article 25 of the 2007 WAMU Treaty and ratified by the Law N° 2009-020
dated September 7, 2009 ratifying the 2007 WAMU Treaty in the Republic of Togo (the 2007
WAMU Ratification Law). No further acts, notifications, authorisations or other actions are required
under the laws of the Togolese Republic to recognize and/or grant such legal and juridical personality
in respect of either the Issuer or the WAMU.
The Issuer is an autonomous specialized institution of the WAEMU with full legal personality and has
the power, capacity and authority to issue the Notes and to enter into and deliver the Subscription
Agreement, Agency Agreement and Trust Deed and perform the obligations expressed and assumed
by it under such agreements and the Notes.
The Issuer has agreed that the English courts have exclusive jurisdiction to settle any dispute arising
from or connected with the Notes (the Proceedings). The Issuer has agreed that the courts of England
are the most appropriate and convenient courts to settle a dispute and, accordingly, that it will not
argue to the contrary. The Issuer has appointed Law Debenture Corporate Services Limited (Law
Debenture) of Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom, as its agent on
whom process may be served in any action arising out of or based on the Notes in an English court
and has further undertaken that, in the event of Law Debenture ceasing so to act or ceasing to be
located in England, it will appoint another person as its agent for service of process in England in
respect of any Proceedings.
The Issuer has submitted to the jurisdiction of the English courts for the benefit of the Noteholders
and, as a result, to the extent allowed by law, Noteholders may take concurrent proceedings in any
number of jurisdictions. However, it may not be possible to (a) effect service of process or enforce
against the Issuer in courts of jurisdictions other than England and the Member States, or (b) enforce
in the courts of any Member State any judgment obtained against the Issuer in any other jurisdiction,
including judgments obtained on the Notes in the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. The Notes do not provide any alternative
dispute resolution mechanism, such as arbitration, and accordingly Noteholders will have legal
recourse in the event of any dispute under the Notes only through the courts.
Pursuant to the By-laws, the Immunities Protocol and the Headquarters Agreement, the Issuer benefits
from various immunities and privileges. See "Description of the Issuer--Overview--Privileges and
Immunities" and "Risk Factors--Risks relating to the market generally--It may be difficult to effect
service of legal process and enforce judgments obtained in the WAEMU Member States against the


(viii)





Issuer and its officers". Article 4 of the By-laws provides that no judgment or award other than a
definitive judgment or award may be enforced against the Issuer and all property and assets of the
Issuer shall, wherever located and by whomsoever held, be immune from all forms of seizure,
attachment or execution before the delivery of definitive judgment or award against the Issuer. The
Issuer has, in accordance with the Decision of the Council of Ministers of the WAEMU dated
December 17, 2015 (the Waiver of Immunity Decision) and pursuant to the relevant provisions of
the Notes, the Agency Agreement and the Trust Deed, undertaken not to claim any immunity to the
full extent permitted by the laws of any jurisdiction.
The courts of a WAEMU Member State will likely not automatically enforce any judgment obtained
in a court established in a country other than that WAEMU Member State unless there is in effect a
treaty between such country and such WAEMU Member State providing for reciprocal enforcement
of judgments and then only in accordance with the terms of such treaty. There is currently no such
treaty in effect between any of the WAEMU Member States and the United Kingdom. Accordingly,
should a holder of the Notes be successful in obtaining a judgment against the Issuer in the United
Kingdom or any other jurisdiction other than a WAEMU Member State, no assurance can be given
that such judgment will be enforced against the Issuer in such WAEMU Member State. See "Risk
Factors--Risks relating to the market generally--It may be difficult to effect service of legal process
and enforce judgments obtained in the WAEMU Member States against the Issuer and its officers".
Judgments may be enforceable in WAEMU Member States following compliance with certain
procedural or other requirements. For example, in the Togolese Republic, where the Issuer is
headquartered, foreign judgments are enforceable under local procedural rules, including a special
order called exequatur which requires that:
­
the party seeking the enforcement of a foreign judgment in Togo must submit a request to the
president of the competent court where the enforcement will be instituted and produce a copy
of the judgment, an original of the document evidencing the notification of the judgment and
a certificate to attest that there is no possible further appeal or opposition against the
judgment; and
­
the president of the competent court shall verify, among other conditions, that the foreign
judgment has been made by a competent jurisdiction, that the competent jurisdiction has
applied the applicable law to the relevant dispute, that the foreign judgment cannot be further
appealed and that the judgment is not obviously contrary to Togolese public policy.
In the circumstances described above, however, the enforcement in Togo of a judgment obtained in
another jurisdiction, including the United Kingdom, cannot be assured. The Togolese Republic is not
party to any international conventions or bilateral treaties with foreign countries providing for
reciprocal enforcement of judgments obtained in any foreign country in the Togolese Republic. As a
result, enforcement of foreign judgments in the Togolese Republic is reliant on the local laws and the
ability of Noteholders to enforce foreign judgments in the courts of the Togolese Republic could be
affected by a change of local law.
In addition, certain of the members of the Board of Directors of the Issuer and principal officers of the
Issuer are residents of a Member State and all or a substantial portion of the property and assets of the
Issuer are located in the Member States.
As a result, it may not be possible (a) to effect service of process upon any such person outside the
relevant Member State in which such person is resident, (b) to enforce against any such person, in
courts of jurisdictions other than the relevant Member State in which such person is resident,
judgments obtained in such courts or (c) to enforce against any such person, in the courts of the
Member State in which such person is resident, judgments obtained in any other jurisdiction,
including judgments obtained on the Trust Deed in the courts of England and judgments obtained on


(ix)




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