Obligation Rabbobank 2.75% ( XS1958644038 ) en NZD

Rabbobank

100 % ▲

Pays-Bas

XS1958644038 ( en NZD )

2.75% par an ( paiement annuel )

03/03/2024 - Obligation échue

Prospectus brochure de l'obligation Rabobank XS1958644038 en NZD 2.75%, échue

2 000 NZD

100 000 000 NZD

Rabobank est une banque coopérative d'origine néerlandaise et un acteur mondial majeur du financement de l'agriculture et de l'alimentation.

L'Obligation émise par Rabbobank ( Pays-Bas ) , en NZD, avec le code ISIN XS1958644038, paye un coupon de 2.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/03/2024

FINAL TERMS
COÖPERATIEVE RABOBANK U.A.
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in
Amsterdam)
COÖPERATIEVE RABOBANK U.A.
AUSTRALIA BRANCH
(Australian Business Number 70 003 917 655)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in
Amsterdam)
COÖPERATIEVE RABOBANK U.A.
NEW ZEALAND BRANCH
(New Zealand Business Number 9429038354397)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in
Amsterdam)
EUR 160,000,000,000
Global Medium-Term Note Programme
Due from seven days to perpetuity
SERIES NO: 3196A
TRANCHE NO: 1
NZD 100,000,000 2.750 per cent. Fixed Rate Notes 2019 due 4 March 2024 (the " Notes" )
Issue Price: 99.843 per cent.
Commonwealth Bank of Australia
Rabobank
The date of these Final Terms is 28 February 2019
MiFID II product governance / Retail investors, professional investors and ECPs target
market Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Notes has led to the conclusion that: (i) the target market for
the Notes is eligible counterparties, professional clients and retail clients, each as defined in
Directive 2014/65/EU (as amended, "MiFID II"); (ii) all channels for distribution to eligible
counterparties and professional clients are appropriate; and (iii) the following channels for
distribution of the Notes to retail clients are appropriate - investment advice, portfolio management,
non-advised sales and pure execution services, subject to the distributor's suitability and
appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels,
subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
Any person making or intending to make an offer of the Notes may only do so:
(i)
in those Public Offer Jurisdictions mentioned in Paragraph 8(viii) of Part B below, provided
such person is of a kind specified in that paragraph and that the offer is made during the
Offer Period specified in that paragraph; or

(ii)
otherwise in circumstances in which no obligation arises for the Issuer or any Manager to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to
such offer.
Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer
of Notes in any other circumstances.
PART A -- CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and
conditions (the "Conditions") set forth in the Base Prospectus dated 11 May 2018 and the
Supplemental Prospectuses dated 16 August 2018, 24 October 2018 and 14 February 2019
(together, the "Base Prospectus") which together constitute a base prospectus for the purposes of
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the "Prospectus
Directive"). This document constitutes the Final Terms of the Notes described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base
Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis
of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available
for viewing at, and copies may be obtained from, Rabobank at Croeselaan 18, 3521 CB Utrecht, the
Netherlands and the principal office of the Paying Agent in Luxembourg, Amsterdam and
www.bourse.lu.
Each potential investor in the Notes must determine the suitability of that investment in light
of its own circumstances. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to
evaluate how the Notes will perform under changing conditions, the resulting effects on the
value of the Notes and the impact this investment will have on the potential investor's overall
investment portfolio.

1
Issuer:
Coöperatieve Rabobank U.A. New
Zealand Branch
2
(i)
Series Number:
3196A

(ii)
Tranche Number:
1

(iii)
Date on which the Notes become
Not Applicable.
fungible:
3
Specified Currency or Currencies:
New Zealand Dollar ("NZD")
4
Aggregate nominal amount:

(i)
Series:
NZD 100,000,000

(ii)
Tranche:
NZD 100,000,000
5
Issue Price:
99.843 per cent. of the aggregate
nominal amount
6
(i)
Specified Denominations:
NZD 2,000 and integral multiples of NZD
1,000 in excess thereof

(ii)
Calculation Amount:
NZD 1,000
A38029950 2

7
(i)
Issue Date:
4 March 2019

(ii)
Interest Commencement Date:
As specified in Condition 1
8
Maturity Date:
4 March 2024
9
Interest Basis:
2.750 per cent. Fixed Rate

(further particulars specified below)
10
Change of Interest Basis:
Not Applicable
11
Redemption/Payment Basis:
Subject to any purchase and cancellation
or early redemption, the Notes will be
redeemed on the Maturity Date at 100.00
per cent. of their nominal amount
12
Alternative Currency Equivalent:
Not Applicable
13
Put/Call Options:
Not Applicable
14
(i)
Status of the Notes:
Senior the Terms and Conditions of
the Senior Preferred Notes shall apply

(ii)
Domestic Note (if Domestic Note,
No
there will be no gross-up for
withholding tax):

(iii)
Date of approval for issuance of
Not Applicable
Notes obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15
Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
2.750 per cent. per annum payable
annually in arrear

(ii)
Interest Payment Date(s):
4 March in each year, commencing on 4
March 2020 up to and including the
Maturity Date

(iii)
Fixed Coupon Amount:
NZD 27.50 per Calculation Amount

(iv)
Broken Amount(s):
Not Applicable

(v)
Day Count Fraction (Condition 1(a)):
Actual/Actual-ICMA

(vi)
Determination Date(s) (Condition
4 March in each year
1(a)):
16
Floating Rate Note Provisions
Not Applicable

PROVISIONS RELATING TO REDEMPTION
17
Call Option
Not Applicable
18
Put Option
Not Applicable
19
Early Redemption Amount

A38029950 3

Early Redemption Amount(s) payable per
As set out in the Conditions
Calculation Amount on redemption (a) on the
occurrence of an event of default (Condition
13); or (b) for illegality (Condition 6(f)); or (c)
for taxation reasons (Condition 6(c)):
20
Final Redemption Amount of each Note
NZD 1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES
21
Form of Notes
Bearer Notes

Temporary Global Note exchangeable
for a permanent Global Note not earlier
than 40 days after the completion of the
distribution of the Tranche of which such
Note is a part nor later than 40 days
prior to the first anniversary of the Issue
Date (i.e. 24 January 2020) which is
exchangeable for Definitive Notes in the
limited circumstances specified in the
permanent Global Note
22
New Global Notes:
No
23
Financial Centre(s) (Condition 10(h)):
Condition 10(h)(i)(A) applies. London,
Auckland, Wellington
24
Prohibition of Sales to EEA Retail Investors:
Not Applicable

LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the issue of
Notes described herein pursuant to the EUR 160,000,000,000 Global Medium-Term Note
Programme of Rabobank.
A38029950 4

Signed on behalf of the Issuer
By:

Duly authorised

A38029950 5

PART B OTHER INFORMATION
1
Listing

(i)
Listing:
Luxembourg Stock Exchange

(ii)
Admission to trading:
Application has been made for the
Notes to be admitted to trading on the
Regulated Market of the Luxembourg
Stock Exchange with effect from the
Issue Date.

(iii)
In the case of Notes listed on
Not Applicable
Euronext Amsterdam:
2
Ratings

Rating:
The Notes to be issued are expected to
be rated:

Moody's: Aa3

Standard & Poor's: A+
As defined by Moody's, obligations rated
Aa are judged to be of high quality and
are subject to very low credit risk. The
modifier 3 indicates that the obligation
ranks in the lower range of its generic
rating category.
As defined by S&P, an A rating means
that the Notes are somewhat more
susceptible to the adverse effects of
changes in circumstances and
economic conditions than notes in
higher-rated categories. However, the
Issuer's capacity to meet its financial
commitment on the obligation is still
strong. The `A' rating is modified by the
addition of a plus (+) sign to show
relative standing within the `A' rating
category.

Each of Moody's and S&P is established
in the EU and registered under
Regulation (EC) No 1060/2009.
3
Interests of natural and legal persons involved in the offer

Save for any fees payable to the Managers, so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer. The Managers and
their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer and
its affiliates in the ordinary course of business.
4
Reasons for the offer, estimated net proceeds and total expenses
A38029950 6

(i)
Reasons for the offer:
See "Use of Proceeds" wording in Base
Prospectus

(ii)
Estimated net proceeds:
NZD 99,593,000

(iii)
Estimated total expenses:
NZD 250,000 (comprising a combined
management and underwriting
commission)
5
Yield (Fixed Rate Notes only)

Indication of yield:
2.784 per cent. per annum
The yield is calculated at the Issue Date
on the basis of the Issue Price. It is NOT
an indication of future yield.
6
Historic interest rates (Floating Rate Notes only)

Not Applicable
7
Operational information

(i)
Intended to be held in a manner
No. Whilst the designation is specified as
which would allow Eurosystem
"no" at the date of these Final Terms,
eligibility:
should the Eurosystem eligibility criteria
be amended in the future such that the
Notes are capable of meeting them the
Notes may then be deposited with one of
the ICSDs as common safekeeper. Note
that this does not necessarily mean that
the Notes will then be recognised as
eligible
collateral
for
Eurosystem
monetary policy and intra day credit
operations by the Eurosystem at any time
during their life. Such recognition will
depend upon the ECB being satisfied
that Eurosystem eligibility criteria have
been met.

(ii)
ISIN:
XS1958644038

(iii)
Common Code:
195864403

(iv)
German WKN-code:
Not Applicable

(v)
Private Placement number:
Not Applicable

(vi)
CUSIP Number:
Not Applicable

(vii)
Any clearing system(s) other than
Not Applicable
Euroclear and Clearstream,
Luxembourg and the relevant
number(s):

(viii)
Delivery:
Delivery against payment
A38029950 7

(ix)
Names and addresses of additional
Not Applicable
Paying/Delivery Agent(s) (if any):

(x)
Names (and addresses) of
Deutsche Bank AG, London Branch,
Calculation Agent(s):
Winchester House, 1 Great Winchester
Street, London EC2N 2DB, United
Kingdom
8
Distribution

(i)
Method of distribution:
Syndicated

(ii)
If syndicated, names and addresses
Commonwealth Bank of Australia
of Managers:
One New Ludgate
60 Ludgate Hill
London EC4M 7AW
United Kingdom

Coöperatieve Rabobank U.A.
Croeselaan 18
3521 CB Utrecht
The Netherlands

(iii)
Date of Subscription Agreement:
28 February 2019

(iv)
Stabilising Manager(s) (if any):
Not Applicable

(v)
Managers' Commission:
0.25 per cent. management and
underwriting commission

(vi)
If non-syndicated, name and address Not Applicable
of Dealer:

(vii)
Applicable TEFRA exemption:
TEFRA D

(viii)
Non-exempt Offer:
An offer of the Notes may be made by
the Managers (the "Initial Authorised
Offerors") and any other Authorised
Offerors in accordance with paragraph 9
below other than pursuant to Article 3(2)
of the Prospectus Directive in Germany,
Luxembourg, the Netherlands and the
United Kingdom (the "Public Offer
Jurisdictions") during the period from
28 February 2019 until 30 days following
the Issue Date (i.e. 2 April 2019) (the
"Offer Period"). See further paragraph
9(xiii) below.

(ix)
Prohibition of Sales to Belgian
Applicable
Consumers:

(x)
General Consent:
Applicable
9
General
Applicable
A38029950 8

(i)
Total amount of the offer; if the
NZD 100,000,000
amount is not fixed, description of
the arrangements and time for
announcing the definitive amount to
the public:

(ii)
Conditions to which the offer is
Offers of the Notes are conditional on
subject:
their issue. As between the Authorised
Offerors and their customers, offers of
the Notes are further subject to
conditions as may be agreed between
them and/or as specified in the
arrangements in place between them.

(iii)
Description of the application
A prospective Noteholder should contact
process:
the applicable Authorised Offeror in the
applicable Public Offer Jurisdiction prior
to the end of the Offer Period. A
prospective Noteholder will subscribe for
the Notes in accordance with the
arrangements existing between such
Authorised Offeror and its customers
relating to the subscription of securities
generally. Noteholders will not be
required to enter into any contractual
arrangements directly with the Issuer in
connection with the subscription of the
Notes.

(iv)
Description of possibility to reduce
Not Applicable. The terms of the Public
subscriptions:
Offer do not provide for any reductions of
subscriptions.

(v)
Manner for refunding excess amount
Not Applicable. The terms of the Public
paid by applicants:
Offer do not provide for any refunds of
excess amounts paid by applicants.

(vi)
Minimum and/or maximum amount of There are no pre-identified allotment
application:
criteria. The Authorised Offerors will
adopt allotment criteria in accordance
with customary market practices and
applicable laws and regulations.

(vii)
Method and time limit for paying up
Investors will be notified by the relevant
the securities and for delivery of the
Authorised Offeror of their allocations of
Notes:
Notes and the settlement arrangements
in respect thereof. The Notes will be
issued on the Issue Date against
payment to the Issuer of the net
subscription moneys.

(viii)
Manner and date on which results of
Investors will be notified by the applicable
the offer are to be made public:
Authorised Offeror of their allocations of
A38029950 9

Notes and the settlement procedures in
respect thereof.

(ix)
Procedure for exercise of any right of Not Applicable. The terms of the Public
pre-emption, the negotiability of
Offer do not provide for a procedure for
subscription rights and the treatment
the exercise of any right of pre-emption
of subscription rights not exercised:
or negotiability of subscription rights.

(x)
Whether tranche(s) have been
Not Applicable. The terms of the Public
reserved for certain countries.
Offer do not reserve any tranche(s) for
certain countries.

(xi)
Process for notification to applicants
A prospective Noteholder will receive 100
of the amount allotted and the
per cent. of the amount of the Notes
indication whether dealing may begin allocated to it at the end of the Offer
before notification is made:
Period. Prospective Noteholders will be
notified by the applicable Authorised
Offeror
in
accordance
with
the
arrangements in place between such
Authorised Offeror and the prospective
Noteholders. No dealings in the Notes on
a regulated market for the purposes of
MiFID II (Directive 2014/65/EU) may take
place prior to the Issue Date.

(xii)
Amount of any expenses and taxes
Not Applicable. The terms of the Public
specifically charged to the subscriber Offer do not provide for any expenses
or purchaser:
and/or taxes to be charged to any
subscriber and/or purchaser of the
Notes.

(xiii)
Name(s) and address(es), to the
The Initial Authorised Offeror identified in
extent known to the Issuer, of the
paragraph
8(viii)
above
and
any
placers in the various countries
additional Authorised Offerors who have
where the offer takes place:
or obtain the Issuer's consent to use the
Base Prospectus in connection with the
Public Offer in the manner described in
the Base Prospectus (together, the
"Authorised Offerors").

A38029950 10