Obligation EBRDS 0% ( XS2001725584 ) en TRY

EBRDS

100 % ⇌

Royaume-Uni

XS2001725584 ( en TRY )

24/05/2022 - Obligation échue

Prospectus brochure de l'obligation EBRD XS2001725584 en TRY 0%, échue

10 000 TRY

2 125 000 000 TRY

La Banque Européenne pour la Reconstruction et le Développement (BERD) est une institution financière internationale qui ?uvre à la promotion du secteur privé et à la transition vers l'économie de marché dans ses régions d'opération, de l'Europe centrale à l'Asie centrale et à l'Afrique du Nord.

L'Obligation émise par EBRDS ( Royaume-Uni ) , en TRY, avec le code ISIN XS2001725584, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/05/2022

MiFID II product governance I Retail investors, professional investors and ECPs target
market - Solely for the purposes of the 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"); each having (1) at least basic knowledge and/or
experience with financial products, (2) the ability to bear losses resulting from interest rate changes
and no capital loss bearing capacity if held to maturity, (3) a medium risk profile, (4) a return profile
preservation, growth and/or income as investment objective and (5) a medium term investment
horizon and (i ) all channels for distribution of the Notes are appropriate, subject to the
distributor's suitability and appropriateness obligations under MiFID II, as applicable. The target
market assessment does not indicate that the Notes are incompatible with the needs,
characteristics and objectives of any particular client. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturer's
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 manufacturer's target market assessment) and determining appropriate distribution
channels.
For the purposes of this provision, the expression "manufacturer" means the Dealer.
European Bank for Reconstruction and Development (the "Issuer'') does not fal under the
scope of application of MiFID II. Consequently, the Issuer does not qualify as an "investment
firm", "manufacturer" or "distributor'' for the purposes of MiFID II.

8 October 2019
PRICING SUPPLEMENT
European Bank for Reconstruction and Development
TRY 100,000,000 Zero Coupon Notes due 24 May 2022 (the "Notes")
(to be consolidated and form a single series with the Issuer's
TRY 100,000,000 Zero Coupon Notes due 24 May 2022 issued on 24 May 2019,
TRY 200,000,000 Zero Coupon Notes due 24 May 2022 issued on 3 June 2019, TRY
200,000,000 Zero Coupon Notes due 24 May 2022 issued on 14 June 2019, TRY
150,000,000 Zero Coupon Notes due 24 May 2022 issued on 23 August 2019, TRY
125,000,000 Zero Coupon Notes due 24 May 2022 issued on 29 August 2019 TRY
150,000,000 Zero Coupon Notes due 24 May 2022 issued on 5 September 2019 and TRY
125,000,000 Zero Coupon Notes due 24 May 2022 issued on 1 October 2019)
issued pursuant to the European Bank for Reconstruction and Development
EUR 45,000,000,000 Global Medium Term Note Programme for the issue of the Notes

PART A CONTRACTUAL TERMS
Terms used herein shal be deemed to be defined as such for the purposes of the Conditions
set forth in the Offering Circular dated 3 July 2012 as supplemented by the Supplementary
Offering Circular dated 22 July 2019 (together the "Offering Circular"). This Pricing
Supplement must be read in conjunction with such Offering Circular. Ful information on the
Notes is only available on the basis of the combination of this Pricing Supplement and the
Offering Circular. The Offering Circular is available for viewing and copies may be obtained from
the Issuer, One Exchange Square, London, EC2A 2JN, United Kingdom.

1

SUMMARY OF THE NOTES

1
Specified Currency:
Turkish Lira ("TRY"), the lawful currency of
the Republic of Turkey, subject to the
provisions set out in Annex A hereto
2
Nominal Amount:
TRY 100,000,000
3
Type of Note:
Zero Coupon
4
Issue Date:
10 October 2019
5
Issue Price:
73.00 per cent of the Nominal Amount
6
Maturity Date:
24 May 2022, subject to the provisions set
out in Annex A hereto
7
Fungible with existing Notes:
The Notes wil be consolidated and form a
single
series
with
the
Issuer's
TRY 100,000,000 Zero Coupon Notes due
24 May 2022 issued on 24 May 2019,
TRY 200,000,000 Zero Coupon Notes due
24 May 2022 issued on 3 June 2019,
TRY 200,000,000 Zero Coupon Notes due
24 May 2022 issued on 14 June 2019, TRY
150,000,000 Zero Coupon Notes due 24 May
2022 issued on 23 August 2019 and TRY
125,000,000 Zero Coupon Notes due 24 May
2022 issued on 29 August 2019 150,000,000
Zero Coupon Notes due 24 May 2022 issued
on 5 September 2019 and TRY 125,000,000
Zero Coupon Notes due 24 May 2022 issued
on 1 October 2019, as at the Issue Date.
FORM OF THE NOTES

8
Form of Note:
Registered
9
New Global Note:
No
10 Specified Denomination(s):
TRY 10,000
11 Exchange of Bearer Notes:
Not Applicable
12 (a)
Talons for future Coupons to be Not Applicable
attached to definitive Bearer
Notes:

(b)
Date(s) on which the Talons
Not Applicable
mature:
13 (a)
Depositary for and registered
Registered Global Note to be deposited with
holder of Registered Global
a common depositary for Euroclear and
Note:
Clearstream, Luxembourg and registered in
the name of Citivic Nominees Limited as
nominee for the common depositary.
2

(b)
Exchange of Registered Global Registered Global Note wil only be
Note:
exchangeable for definitive Registered Notes
upon 45 days' written notice in the limited
circumstances described on page 42 of the
Offering Circular.
PROVISIONS RELATING TO INITIAL PAYMENT
14 Partly Paid Notes:
No
PROVISIONS RELATING TO INTEREST
15 Interest Commencement Date:
Not Applicable
16
Fixed Rate Notes:
Not Applicable
17 Zero Coupon Notes:
Applicable
(a) Accrual Yield:
23.375 per cent. per annum
(b) Reference Price:
53.250 per cent. of the Nominal Amount
(c) Other formula or basis for
Not Applicable
determining Amortised Face Amount:
(d) Business Day Convention
Modified Fol owing Business Day
(d) Day Count fraction in relation to
Conditions 5 (d) (iii) and 5 (h) apply
Early Redemption Amounts and late
payment
18 Floating Rate Notes and Indexed
Not Applicable
Notes:

PROVISIONS REGARDING PAYMENTS/DELIVERIES
19 Definition of "Payment Day" for the
Condition 6(e) applies and for the avoidance
purpose of Condition 6(e) if different to
of doubt, Istanbul shal be the principal
that set out in Condition 6:
business centre. London, New York and
Tokyo shall be additional business centres,
subject to the provisions set out in Annex A
hereto
20 Dual Currency Notes:
Not Applicable
21 Physically Settled Notes:
Not Applicable
PROVISIONS REGARDING REDEMPTION/MATURITY
22 (a)
Redemption at Issuer's option:
No

(b)
Redemption at Noteholder's
No
option:
23 (a)
Final Redemption Amount for
100 per cent. per Specified Denomination
each Note (other than an
subject to the provisions set out in Annex A
Indexed or Formula Note where hereto
the index or formula applies to
the redemption amount):
3

(b)
Final Redemption Amount for
Not Applicable
each Indexed Note where the
Index or Formula applies to the
Final Redemption Amount:
24 Instalment Note:
Not Applicable
25 Early Redemption Amount for each Condition 5(d) applies subject to the
Note payable on an event of default:
provisions set out in Annex A hereto.
DISTRIBUTION, CLEARING AND SETTLEMENT PROVISIONS
26 Method of distribution:
Non-syndicated
27 If Syndicated, names and addresses of
Managers or, if Non-Syndicated name
and address of Dealer:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
28 Date of Syndication Agreement:
Not Applicable
29 Stabilising Manager:
Not Applicable
30 Additional sel ing restrictions:
The Republic of Turkey:
The Dealer acknowledges that the offering of
the Notes is not approved by the Capital
Markets Board ("CMB") under the Capital
Markets Law (No. 6362) ("CML") and the
Communique regarding Foreign Securities,
Depository Receipts and Foreign Investment
Funds Shares (Serial VII No: 128.4).
Therefore no transaction that may be
deemed as offering, marketing or sale of the
Notes (or beneficial interests therein) in
Turkey by way of private placement or public
offering may be engaged in.
Accordingly, the Dealer has represented and
agreed that it has not and will not offer or sell
the Notes to investors residing in the
Republic of Turkey without applying to the
CMB and, in the case of a public offering,
without issuing a prospectus and an offering
circular approved by the CMB, except
pursuant to an exemption from the
prospectus and application requirements of
or otherwise in compliance with the CML and
any other applicable laws or regulations of
the Republic of Turkey. In addition, the
Dealer represents and agrees that it has not
sold or caused to be sold and wil not sell or
4

cause to be sold outside the Republic of
Turkey the Notes (or beneficial interests
therein) to residents of the Republic of
Turkey, unless such sale is authorised
pursuant to Article 15(d)(ii) of Decree 32 (as
amended from time to time) and the CMB
regulations.

31
Japan:

A secondary distribution of the Notes is
scheduled to be made in Japan. The Notes
may not be offered or sold, directly or
indirectly, in Japan or to a resident of Japan
except pursuant to an exemption from the
registration requirements of, and otherwise
in compliance with the Financial Instruments
and Exchange Act of Japan and other
relevant laws and regulations of Japan. For
the purposes of this paragraph, "resident of
Japan" means any person resident in
Japan, including any corporation or other
entity organised under the laws of Japan
32 Details of additional/alternative clearing Euroclear and Clearstream, Luxembourg only
system approved by the Issuer and the
Agent:
33 Intended to be held in a manner which
No
would al ow Eurosystem eligibility:

34 Common Code:
200172558

ISIN Code:
XS2001725584

CUSIP Number:
Not Applicable
35 Listing:
Application will be made by the Issuer (or on
its behalf) for the Notes to be admitted to the
Official List of the Luxembourg Stock
Exchange and trading on the Regulated
Market of the Luxembourg Stock Exchange.
36 In the case of Notes denominated in the Not Applicable
currency of a country that subsequently
adopts the euro in accordance with the
Treaty establishing the European
Community, as amended by the Treaty
on European Union, whether the Notes
will include a redenomination clause
providing for the redenomination of the
Specified
Currency
in
euro
(a
"Redenomination Clause"), and, if so
5

specified,
the
wording
of
the
Redenomination Clause in full and any
wording
in
respect
of
redenominalisation
and/or
consolidation (provided they are
fungible) with other Notes denominated
in euro.
37 Additional Information:
The provisions set out in Annex A hereto shall
apply to the Terms and Conditions in
accordance herewith.

38 Total Commissions:
Not Applicable

6

This Pricing Supplement comprises the pricing supplement required for issue and admission to
trading on the Regulated Market of the Luxembourg Stock Exchange of the Notes described
herein pursuant to the Euro 45,000,000,000 Global Medium Term Note Programme of
European Bank for Reconstruction and Development as from 10 October 2019 or as soon as
practicable thereafter.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement other
than the information contained under the heading "MiFID II product governance / Retail
investors, professional investors and ECPs target market".
For and on behalf of
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

By:
................................

Authorised signatory

......................................................................
CITIBANK, N.A.
(as Agent)

7

PART B OTHER INFORMATION
1
LISTING

Application will be made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
the Regulated Market of the Luxembourg Stock
Exchange and listed on the Official List of the
Luxembourg Stock Exchange with effect from 10
October 2019 or as soon as practicable
thereafter. No assurance can be given that such
listing and admission to trading wil be obtained
on such date, or, if obtained, that it will be
maintained.

2
RATINGS
The Issuer and/or its debt obligations have been
assigned an AAA credit rating from Standard &
Poor's Credit Market Services Europe Limited
("S&P"), an Aaa credit rating from Moody's
Investors Service Limited ("Moody's") and an
AAA credit rating from Fitch France S.A. ("Fitch").
As defined by S&P, an "AAA" rating means that
the ability of the Issuer to meet its financial
commitment on its obligations is extremely strong.
As defined by Moody's, an "Aaa" rating means
that the Issuer's ability to meet its financial
obligations is judged to be of the highest quality,
with minimal credit risk. As defined by Fitch, an
"AAA" rating denotes the lowest expectation of
credit risk and means that the Issuer has an
exceptional y strong capacity for timely payment
of its financial commitments.
3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer.
4
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)
Reasons for the offer
The net proceeds of the issue of the Notes will be
included in the ordinary capital resources of the
Issuer and used in its ordinary operations.

(ii)
Estimated net proceeds:
TRY 73,000,000.00
(subject to Annex A)

(iii) Estimated total expenses:
EUR 600

8

Annex A
Settlement Disruption Event and Fallback Provisions
All payments in respect of the Notes will be made in TRY, subject to the occurrence of a
Settlement Disruption Event (as defined below) and will in al cases be subject to any fiscal or
other laws applicable thereto.

If the Calculation Agent (as defined below) determines (in its sole discretion acting in good faith
and in a commercially reasonable manner) that a Settlement Disruption Event has occurred or
is subsisting during the Determination Period (as defined below):

A. The Calculation Agent shall notify the Issuer and the Agent of its determination as
soon as practicable after making such determination (but in no event later than 8.00am
London time one (1) Business Day after the last day of the Determination Period)
whereupon the Agent shall as soon as practicable thereafter (but in no event later than
one (1) Business Day after receipt of the aforementioned notice from the Calculation
Agent) notify the Noteholders thereof (in accordance with Condition 13 of the Notes),
and

B. Noteholders will not be entitled to any amounts in respect of the Notes until the
earlier to occur of (i) the day falling two Business Days after the day on which the Issuer
is notified by the Calculation Agent that a Settlement Disruption Event no longer
subsists and (i ) the Postponed Maturity Date (as defined below), or the Postponed
Early Redemption Date (as defined below), as the case may be.

If a Settlement Disruption Event no longer subsists, the Calculation Agent shall notify the Issuer
and the Agent thereof as soon as practicable on or after the Business Day on which the
Settlement Disruption Event no longer subsists (but in no event later than one (1) Business Day
thereafter) whereupon the Agent shal as soon as practicable thereafter (but in no event later
than one (1) Business Day after receipt of the aforementioned notice from the Calculation
Agent) notify the Noteholders thereof (in accordance with Condition 13 of the Notes).

If any amount is to be paid on a Postponed Maturity Date or Postponed Early Redemption Date
(as the case may be), regardless of whether a Settlement Disruption Event is still subsisting at
such time, payment shall be made in United States Dol ars ("USD") and shal be calculated by
the Calculation Agent (and promptly notified to the Agent and the Issuer (but in no event later
than two Business Days before the Postponed Maturity Date or Postponed Early Redemption
Date (as the case may be)) in an amount per Specified Denomination which shall be produced
by the following provisions, such amount to be rounded to the nearest whole cent (with 0.5 cent
being rounded upwards):

Relevant TRY Amount divided by the Exchange Rate

For the avoidance of doubt, no additional amounts shall be payable by the Issuer in respect of
any delay in payment beyond the original y scheduled Maturity Date, or as the case may be,
Early Redemption Date (in each case, as adjusted, if appropriate, in accordance with the
Modified Fol owing Business Day Convention) to the Postponed Maturity Date or Postponed
Early Redemption Date (as appropriate) because of the operation of the provisions of this
Annex A.

If the Calculation Agent determines (in its sole discretion acting in good faith and in a
commercially reasonable manner) that a Settlement Disruption Event has occurred following a
Determination Period and either prior to or on a Maturity Date or Early Redemption Date (as
the case may be), then any amount payable shall be made in USD in accordance with the
provisions set out above.

9

For the purposes of these provisions:

"Business Day" means any day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealings in foreign exchange and
foreign currency deposits) in London, New York, Istanbul and Tokyo.

"Calculation Agent" means Deutsche Bank AG, London Branch, in accordance with the
provisions of the Calculation Agency Agreement entered into between the Issuer and the
Calculation Agent dated 8 May 2002 (as amended and/or supplemented from time to time). Al
references to the Calculation Agent shal include any successor or successors to Deutsche
Bank AG, London Branch as Calculation Agent in respect of the Notes. The determination by
the Calculation Agent of any amount or of any state of affairs, circumstance, event or other
matter, or the formation of any opinion or the exercise of any discretion required or permitted
to be determined, formed or exercised by the Calculation Agent under the Notes and pursuant
to the Calculation Agency Agreement shall (in the absence of manifest error) be final and
binding on al parties (including, but not limited to, the Issuer and the Noteholders) and shal be
made in its sole discretion in good faith and in a commercially reasonable manner in accordance
with the Calculation Agency Agreement. In performing its duties under the Notes, the
Calculation Agent shall act in accordance with the Calculation Agency Agreement;

"Determination Period" means (i) in relation to the Maturity Date, the period which falls
between five and three Business Days (inclusive) preceding the Maturity Date, as adjusted in
accordance with the Modified Following Business Day Convention; and (i ) in relation to any
Early Redemption Date, as adjusted in accordance with the Modified Following Business Day
Convention, the period which falls between five and three Business Days (inclusive) preceding
any Early Redemption Date, as the case may be;

"Early Redemption Date" means the date on which the Notes become due and payable
pursuant to Condition 9;

"Exchange Rate" means the average of such firm quotes (expressed in TRY per 1 USD) as
the Calculation Agent is able to obtain from the Reference Dealers at or about 11.00 a.m.
London Time for the sale of TRY and the purchase of USD, on the day fal ing two Business
Days prior to the Postponed Early Redemption Date (if any) or the Postponed Maturity Date (as
the case may be). The highest and lowest of such quotes will be disregarded and the arithmetic
mean of the remaining quotations shal be the Exchange Rate, provided, however, that if fewer
than four (but at least two) Reference Dealers provide such a firm quote then the average of
the quotes actually obtained shal apply. If only one Reference Dealer provides a firm quote
then such quote shal apply, and if no Reference Dealer provides such a firm quote, then the
Calculation Agent, acting in good faith and in a commercially reasonable manner, shall
establish the Exchange Rate in its sole discretion, which may result in a USD equivalent amount
calculated as above to be zero;

"Postponed Early Redemption Date" means the tenth Business Day following the Early
Redemption Date (if any);

"Postponed Maturity Date" means the tenth Business Day following the original y scheduled
Maturity Date;

"Reference Dealers" means five leading dealers, banks or banking corporations, which deal in
the TRY/USD exchange market, selected by the Calculation Agent in its sole discretion, acting
in good faith and in a commercially reasonable manner;

"Relevant TRY Amount" means the TRY amount per Specified Denomination which would
have been payable on the relevant date if the Settlement Disruption Event had not occurred;

"Settlement Disruption Event" means each of the following events, as determined by the
Calculation Agent in its sole discretion acting in good faith and in a commercially reasonable
manner,

10