Obligation Banque Ouest Africaine du Développement 5% ( XS1650033571 ) en USD

Société émettrice Banque Ouest Africaine du Développement
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Togo
Code ISIN  XS1650033571 ( en USD )
Coupon 5% par an ( paiement semestriel )
Echéance 27/07/2027



Prospectus brochure de l'obligation Banque Ouest Africaine de Developpement (BOAD) XS1650033571 en USD 5%, échéance 27/07/2027


Montant Minimal 200 000 USD
Montant de l'émission 850 000 000 USD
Prochain Coupon 27/07/2026 ( Dans 110 jours )
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 XS1650033571 émise par la Banque Ouest Africaine de Développement (BOAD) au Togo, d'un montant total de 850 000 000 USD, offre un taux d'intérêt de 5%, est négociée actuellement à 100% de sa valeur nominale, avec une maturité fixée au 27 juillet 2027, des paiements semestriels et une taille minimale d'achat de 200 000 USD.









Banque Ouest Africaine de Développement
U.S.$850,000,000
5.000 per cent. Notes due 2027
Issue Price: 98.074 per cent.

Banque Ouest Africaine de Développement (the "Issuer" and, together with its subsidiaries and affiliates, the "Group") is offering (the "Offering") U.S.$850,000,000
5.000 per cent. Notes due 2027 (the "Notes"). Application will be made for the Notes to be admitted to the official list of the Luxembourg Stock Exchange and to trading on
the Luxembourg Stock Exchange's regulated market (the "Market"). In this Offering Circular, references to "regulated market" shall mean a regulated market for the
purposes of European Parliament and Council Directive 2004/39/EC.
The Notes will bear an interest at 5.000 per cent. per annum, payable semi-annually in arrear on 27 January and 27 July in each year commencing on 27 January 2018.
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 27 July 2027 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.
This Offering Circular includes information on the terms of the Notes, including redemption prior to maturity and covenants. This Offering Circular 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.
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 Issue Date with a common depository for, and in respect of interests held through Euroclear Bank SA/NA ("Euroclear")
and Clearstream Banking, SA ("Clearstream"). 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 Issue 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
U.S.$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 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
ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE "U.S. INVESTMENT COMPANY ACT") IN RELIANCE UPON THE EXCEPTION PROVIDED BY SECTION 3(C)(7) THEREOF. 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 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"). While 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's implementing regulations) in a covered fund, each investor should
consult its own advisers concerning the impact of the Volcker Rule on its investment. See "--Subscription and Sale--Covered Fund".
The Notes are rated Baa1 by Moody's Investors Service, Inc. ("Moody's") and are expected to be rated BBB by Fitch Ratings Ltd ("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 organisation. 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. 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 28.
Joint Lead Managers
Citigroup J.P.
Morgan
NATIXIS
Standard
Bank
The date of this Offering Circular is 25 July 2017




TABLE OF CONTENTS
Page
GLOSSARY AND CONVENTIONS................................................................................................................. 4
LEGAL PERSONALITY, WAIVER OF IMMUNITY AND ENFORCEMENT ............................................... 8
FORWARD-LOOKING STATEMENTS ..........................................................................................................10
AVAILABLE INFORMATION .........................................................................................................................12
CERTAIN ERISA CONSIDERATIONS ...........................................................................................................13
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION ............................................16
GENERAL DESCRIPTION OF THE ISSUER AND THE OFFERING ..........................................................18
GENERAL DESCRIPTION OF THE OFFERING ..........................................................................................25
RISK FACTORS ...............................................................................................................................................28
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................57
USE OF PROCEEDS ........................................................................................................................................74
DESCRIPTION OF THE ISSUER ...................................................................................................................75
SELECTED FINANCIAL INFORMATION AND OPERATING DATA ....................................................... 117
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ........................................................................................................................................121
RISK MANAGEMENT ..................................................................................................................................162
CAPITALISATION AND INDEBTEDNESS .................................................................................................180
CAPITAL STRUCTURE ................................................................................................................................183
MANAGEMENT AND GOVERNANCE ......................................................................................................190
FORM OF THE NOTES AND TRANSFER RESTRICTIONS .....................................................................200
TAXATION .....................................................................................................................................................210
SUBSCRIPTION AND SALE ........................................................................................................................213
GENERAL INFORMATION ..........................................................................................................................217
ENGLISH LANGUAGE TRANSLATIONS OF THE REPORTS OF THE INDEPENDENT
AUDITORS AND FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED
31 MARCH 2017 AND FOR THE YEARS ENDED 31 DECEMBER 2016, 2015 AND 2014..................... F-1


i



The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge of the Issuer (having taken all reasonable care 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 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 Offering Circular. 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") 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 Offering Circular in connection with the Offering and no
representation or warranty, express or implied, is made by the Joint Lead Managers, the Trustee or any of their
respective directors, employees, affiliates, advisers or agents with respect to the accuracy or completeness of
such information. Nothing contained in this Offering Circular 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, employees, affiliates, advisers or agents in any respect. The
contents of this Offering Circular 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 authorised to give any information or make any representation not contained in this Offering
Circular in connection with the Offering and, if given or made, such information or representation must not be
relied upon as having been authorised by any of the Issuer, the Trustee or the Joint Lead Managers or any of
their respective directors, employees, affiliates, advisers or agents. The delivery of this Offering Circular 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 at any time subsequent to its date.
Neither this Offering Circular nor any other information supplied in connection with the Offering (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 or any of their respective
directors, employees, affiliates, advisers or agents that any recipient of this Offering Circular or any other
information supplied in connection with the Offering 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 Offering Circular nor any other information
supplied in connection with the Offering 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 Offering Circular 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
Offering Circular and the offer or sale of the Notes in certain jurisdictions is restricted by law. This Offering
Circular may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by,
anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorised or is
unlawful.
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In particular, this Offering Circular 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 are
outside the United Kingdom, (b) persons in the United Kingdom 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, as amended (the "Order"), (c) high net worth entities falling within article 49(2)(a)
to (d) of the Order, and (d) any other persons to whom it may be lawfully communicated (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 Offering Circular 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 Offering Circular and other offering material relating to the Notes is set out under
"Subscription and Sale" and "Form of the Notes and Transfer Restrictions".
This Offering Circular has not been prepared in the context of a public offer 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. Consequently, the Notes are not being
offered directly or indirectly to the public in France and this Offering Circular 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. 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 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, 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 or the accuracy or the
adequacy of this Offering Circular. Any representation to the contrary is a criminal offence in the United
States.
This Offering Circular has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area (each, a "Relevant 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 Member State of Notes which are the subject of
the placement contemplated in this Offering Circular may only do so in circumstances in which no obligation
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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 authorised, nor do they authorise, 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, including by
Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
The Offering Circular 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
relating to commercial companies ("AUSC&GIE"). Therefore prior approval of the Conseil Régional de
I'Epargne Publique et des Marchés Financiers de I'UEMOA is not required. Consequently, neither
AUSC&GIE provisions nor WAEMU regulations are applicable.
In connection with the issue of the Notes, Citigroup Global Markets Limited (the "Stabilising Manager") (or
any person 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 the Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager (or person(s) acting on behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.
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GLOSSARY AND CONVENTIONS
Capitalised terms which are used but not defined in any particular section of this Offering Circular will have
the meaning attributed thereto in the terms and conditions of the Notes or any other section of this Offering
Circular.
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 Offering Circular 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 Offering Circular 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 Offering Circular:
·
"AF" means the climate change Adaptation Fund;
·
"AFD" means Agence Française de Développement or the French Development Agency;
·
"AfDB" means the Banque Africaine de Développement or the African Development Bank;
·
"ALM" means Asset/Liability Management;
·
"ALM Committee" means the ALM committee of the Issuer;
·
"AMP" means Accords de Mécanisme de Paiement or Payment Mechanics Agreements;
·
"BADEA" means La Banque Arabe pour le Développement Economique en Afrique or the Arab Bank
for Economic Development in Africa whose headquarters are located in the Republic of Sudan;
·
"BCEAO" means the Banque Centrale des Etats de l'Afrique de l'Ouest or the Central Bank of the
West African 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;
·
"Board of Directors" means the board of directors of the Issuer;
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·
"BRVM" means the Bourse Régionale des Valeurs Mobilières or the WAEMU regional stock
exchange;
·
"Burkina Faso" means the Republic of Burkina Faso;
·
"By-laws" means the by-laws of the Issuer, as last modified in June 2017;
·
"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;
·
"CMDT" means the Malian Company for Textile Development;
·
"Côte d'lvoire" means the Republic of Côte d'Ivoire;
·
"Commitments Committee" means the commitments committee of the Issuer;
·
"Credit Committee" means the credit committee of the Issuer;
·
"CRRH-UEMOA" means the Caisse Régionale de Refinancement Hypothécaire or the WAEMU
regional mortgage refinancing bank;
·
"DC/BR" means the Dépositaire Central et Banque de Règlement or central depositary and settlement
bank of the WAEMU;
·
"DEFIC" means the Direction of Environment and Climate Finance;
·
"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;
·
"FAGACE" means Fonds Africain de Garantie et de Coopération Economique or the African
Guarantee Fund for Economic Cooperation;
·
"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;
·
"FSA" means Fonds de Solidarité Africain or the African Solidarity Fund;
·
"GARI" means Fonds de Garantie des Investissements Privés en Afrique de l'Ouest or the Guarantee
Fund for Private Investment in West Africa;
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·
"GCF" means the Green Climate Fund;
·
"GEF" means the Fonds pour l'Environnement Mondial or the Global Environment Facility;
·
"Guinea Bissau" means the Republic of Guinea Bissau;
·
"Headquarters Agreement" means the headquarters agreement dated 19 July 1977 between Togo and
the Issuer;
·
"ICD" means the Islamic Corporation for the Development of the Private Sector, a member of the IDB
Group;
·
"IDA" means the International Development Association of the World Bank Group;
·
"IDB" means the Islamic Development Bank;
·
"IMF" means the International Monetary Fund;
·
"IMP" means the Information Master Plan;
·
"Immunities Protocol" means the additional protocol No. 3 dated 10 May 1996 relating to the rights,
privileges and immunities of (inter alia) the WAEMU;
·
"JICA" means the Japan International Cooperation Agency;
·
"KfW" means the Kreditanstalt für Wiederaufbau or the German Agency for Financial Cooperation;
·
"Mali" means the Republic of Mali;
·
"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;
·
"ORABANK CI" means ORABANK Côte d'lvoire;
·
"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, a
subsidiary of the AFD;
·
"PUFs" means Projet d'Utilisation des Fonds suisses or the Swiss Project Utilisation Fund, the project
organisation established within the Issuer to manage funds received from the Swiss Agency for
Development and Cooperation, Switzerland's international cooperation agency within the Federal
Department of Foreign Affairs;
·
"RCC" means the Regional Collaboration Centre;
·
"ROPPA" means Réseau des Organisations Paysannes et des Producteurs de l'Afrique de l`Ouest or
the Network of Peasant Organisations and Agricultural Producers in West Africa;
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·
"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 was expanded to include the Chinese Renminbi as the fifth currency, effective 1 October 2016.
The U.S. dollar-value of the SDR is posted daily on the IMF's website;
·
"Senegal" means the Republic of Senegal;
·
"SMEs" means small- and medium-sized enterprises;
·
"SOAGA" means the West African Asset Management Company;
·
"Togo" means the Republic of Togo;
·
"UNFCCC" means the United Nations Framework Convention on Climate Change;
·
"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, Côte d'Ivoire, Niger, Senegal, Togo, Mali
and Guinea Bissau; and
·
"WAMU" means the West African Monetary Union.
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LEGAL PERSONALITY, WAIVER OF IMMUNITY AND ENFORCEMENT
The Issuer is an international organisation established by the agreement signed in Paris on 14 November 1973
by Benin, Burkina Faso, Côte d'Ivoire, Niger, Senegal and Togo, which were joined by Mali and Guinea
Bissau on 1 June 1984 and 2 May 1997, respectively (the "Establishment Treaty") and is recognised as an
organisation (of which Togo and the other WAEMU Member States are members) pursuant to Ordinance No.
1 dated 10 January 1974 ratifying the Establishment Treaty in Togo (the "Ordinance"), with separate legal
and juridical personality and capable of suing and being sued under the laws of Togo. As at the date of this
Offering Circular, 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 organisation originally emanating from article 23 of the agreement establishing the WAMU
signed in Paris on 14 November 1973 (the "WAMU Treaty", as replaced by the agreement signed in
Ouagadougou on 20 January 2007, the "2007 WAMU Treaty"), which is also recognised as one of the
WAMU's institutions pursuant to article 25 of the 2007 WAMU Treaty ratified by the Law N° 2009-020 dated
7 September 2009 ratifying the 2007 WAMU Treaty in Togo. No further acts, notifications, authorisations or
other actions are required under the laws of Togo to recognise and/or grant such legal and juridical personality
in respect of either the Issuer or the WAMU.
The Issuer is an autonomous specialised 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 (as
defined in "Subscription and Sale" below), Agency Agreement and Trust Deed (each as defined in the terms
and conditions of the Notes below) 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 under,
out of or in connection with the Notes, the Trust Deed and the Agency Agreement (the "Proceedings"). The
Issuer has agreed that the courts of England are the most appropriate and convenient courts to settle any
Proceedings 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 the
Trustee and, as a result, to the extent allowed by law, Noteholders or the Trustee may take concurrent
proceedings in any other courts of competent jurisdiction. 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 WAEMU
Member States, or (b) enforce in the courts of any WAEMU 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 any of the WAEMU Member States against the Issuer and its
officers". Article 4 of the By-laws provides that no judgment or award other than a definitive judgment or
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