Obligation Banque Ouest Africaine du Développement 4.7% ( XS2063540038 ) en USD

Banque Ouest Africaine du Développement

94.31 % ▲

Togo

XS2063540038 ( en USD )

4.7% par an ( paiement semestriel )

21/10/2031

Prospectus brochure de l'obligation Banque Ouest Africaine de Developpement (BOAD) XS2063540038 en USD 4.7%, échéance 21/10/2031

22/04/2026 ( Dans 14 jours )

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 XS2063540038, paye un coupon de 4.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/10/2031

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS THAT ARE
ALSO QPS (AS SUCH TERMS ARE DEFINED BELOW) OR (2) NON-U.S. PERSONS (AS DEFINED
BELOW) LOCATED OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following before continuing. The following applies to the offering circular (the
"Offering Circular") following this page and you are therefore advised to read this page carefully before reading,
accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound
by the following terms and conditions, including any modifications to them any time you receive any information
from the Issuer and/or Joint Lead Managers (as defined in the Offering Circular) as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE
IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR OTHER JURISDICTION, 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. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR,
MAY NOT BE FORWARDED TO ANY U.S. PERSON OR U.S. ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR OR THIS TRANSMISSION IN
WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT
IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE
FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE
ANY OF THE NOTES DESCRIBED IN THE OFFERING CIRCULAR.
Confirmation of your representation: In order to be eligible to view the Offering Circular or make an investment
decision with respect to the Notes, prospective investors must be either (1) qualified institutional buyers (within the
meaning of Rule 144A ("Rule 144A") under the U.S. Securities Act) ("QIBs") that are also qualified purchasers
within the meaning of Section 2(a)(51)(A) under the U.S. Investment Company Act of 1940, as amended and the
rules and regulations thereunder (the "U.S. Investment Company Act") ("QPs") or (2) non-U.S. persons (as defined
in Regulation S under the U.S. Securities Act ("Regulation S")) located outside the United States, provided that
investors resident in a Member State of the European Economic Area must be qualified investors (within the meaning
of Article 2(e) of Regulation (EU) 2017/1129).
The Offering Circular is being sent to you at your request and, by accessing the Offering Circular, you shall be
deemed to have represented to the Issuer and Joint Lead Managers that (1) either (a) you and any customers you
represent are QIBs that are also QPs or (b) you and any customers you represent are non-U.S. persons located outside
of the United States, (2) unless you are a QIB that is also a QP, the electronic mail address that you gave us and to
which this transmission has been delivered is not located in the United States, its territories and possessions, any
State of the United States or the District of Columbia, (3) you are a person who is permitted under applicable law
and regulation to receive the Offering Circular, (4) you consent to delivery of the Offering Circular by electronic

transmission and (5) if you are a resident of a Member State of the European Economic Area, you are a qualified
investor (within the meaning of Article 2(e) of Regulation (EU) 2017/1129).
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose
possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not, nor are you authorised to, deliver the Offering Circular to any other person.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the
offering be made by a licensed broker or dealer, and the Joint Lead Manager(s) or any affiliate (as defined under
Rule 501(b) of Regulation D of the U.S. Securities Act) of the Joint Lead Manager(s) is a licensed broker or dealer
in the relevant jurisdiction, the offering shall be deemed to be made by the Joint Lead Manager(s) or such affiliate
on behalf of the Issuer in such jurisdiction.
The Offering Circular may only be distributed 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 (the "Order"), (c)
high net worth entities falling within article 49(2)(a) to (d) of the Order, and (d) 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.
The Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer
and Joint Lead Managers, any person who controls them or any of their directors, officers, employees, agents, or
affiliates accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular
distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead
Managers.

Banque Ouest Africaine de Développement
U.S.$830,000,000
4.70 per cent. Notes due 2031
Issue Price: 100 per cent.
Banque Ouest Africaine de Développement (the "Issuer" and, together with its subsidiaries and affiliates, the "Group") is offering (the "Offering")
U.S.$830,000,000 4.70 per cent. Notes due 2031 (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 the Directive 2014/65/EU of the European Parliament and of the Council on the markets in financial instruments.
The Notes will bear an interest at 4.70 per cent. per annum, payable semi-annually in arrear on 22 April and 22 October in each year commencing on 22 April
2020. 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 22 October 2031 (the "Maturity Date") 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. The Notes may also
be redeemed in whole (but not in part), at their principal amount, together with accrued interest, at the option of the Issuer at any time from and including the date
falling three months prior to the Maturity Date to (but excluding) the Maturity Date. 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and may only be used for the purpose for which it is
published. Accordingly, this document has not been and will not be submitted for approval to any competent authority within the meaning of the Prospectus
Regulation and in particular the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF"), in its capacity as competent authority for the purposes
of the Prospectus Regulation.
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 depositary for, and in respect of interests held through Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking, S.A. ("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 expected to be rated Baa1 by Moody's Investors Service, Inc. ("Moody's") and BBB by Fitch Ratings Ltd ("Fitch"). The Issuer's current long-term
rating by Moody's is Baa1 and Fitch is BBB. 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.
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".
Joint Bookrunners and Joint Lead Managers
BNP PARIBAS
J.P. Morgan
NATIXIS
Standard Chartered Bank
The date of this Offering Circular is 18 October 2019

TABLE OF CONTENTS
Page
GLOSSARY AND CONVENTIONS................................................................................................................. 5
LEGAL PERSONALITY, WAIVER OF IMMUNITY AND ENFORCEMENT ............................................... 9
FORWARD-LOOKING STATEMENTS ..........................................................................................................12
AVAILABLE INFORMATION .........................................................................................................................14
CERTAIN ERISA CONSIDERATIONS ...........................................................................................................15
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION ............................................17
GENERAL DESCRIPTION OF THE ISSUER ................................................................................................19
GENERAL DESCRIPTION OF THE OFFERING ..........................................................................................28
RISK FACTORS ...............................................................................................................................................31
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................59
USE OF PROCEEDS ........................................................................................................................................76
DESCRIPTION OF THE ISSUER ...................................................................................................................77
SELECTED FINANCIAL INFORMATION AND OPERATING DATA .......................................................122
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ........................................................................................................................................127
RISK MANAGEMENT ..................................................................................................................................169
CAPITALISATION AND INDEBTEDNESS .................................................................................................187
CAPITAL STRUCTURE ................................................................................................................................190
MANAGEMENT AND GOVERNANCE ......................................................................................................197
FORM OF THE NOTES AND TRANSFER RESTRICTIONS .....................................................................207
TAXATION .....................................................................................................................................................217
SUBSCRIPTION AND SALE ........................................................................................................................220
GENERAL INFORMATION ..........................................................................................................................225
ENGLISH LANGUAGE TRANSLATIONS OF THE REPORTS OF THE INDEPENDENT
AUDITORS AND FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIODS ENDED
30 JUNE 2019 AND 2018 AND FOR THE YEARS ENDED 31 DECEMBER 2018, 2017 AND 2016 ........ F1
1

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 Company 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.
2

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, other than to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of the Prospectus Regulation, 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, other than to qualified investors, 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, other than to qualified investors. Offers, sales and distributions of the Notes have been and
shall only be made in France to qualified investors and all in accordance with Articles L. 411-1 and L. 411-2 of
the French Code monétaire et financier, as amended from time to time, and any other applicable French law or
regulation.
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 that are
also 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. 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 does not constitute a prospectus pursuant to Part II of the Luxembourg law on
prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 16 July 2019
("Luxembourg Prospectus Law") nor a simplified prospectus pursuant to Chapter 2 of Part III of the
Luxembourg Prospectus Law. Accordingly, this Offering Circular does not purport to meet the format and the
disclosure requirements of the Prospectus Regulation and it has not been and will not be, submitted for approval
to any competent authority within the meaning of the Prospectus Regulation and in particular the CSSF, in its
capacity as competent authority under the Luxembourg Prospectus Law.
3

This 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 (CREPMF) is not required. Consequently, neither
AUSC&GIE provisions nor WAEMU regulations are applicable.
In connection with the issue of the Notes, Standard Chartered Bank (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.
MIFID
II
PRODUCT
GOVERNANCE/PROFESSIONAL
INVESTORS AND
ELIGIBLE
COUNTERPARTIES ONLY 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 and professional clients only, each as defined in MiFID II;
and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. 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.
NOTICE TO PROSPECTIVE INVESTORS IN SINGAPORE
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") and the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer
has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the
Notes are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice
on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
4

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;
"AGF West Africa" means the African Guaranties Fund West Africa or Fonds de Garantie des Investissements
Privés en Afrique de l'Ouest or the Guarantee Fund for Private Investment in West Africa, previously named
GARI;
"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;
5

"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;
"Financial Services Investment Fund" means the Yeelen Financial Fund L.P. (Fund), an investment fund
sponsored by the Issuer;
"FSA" means Fonds de Solidarité Africain or the African Solidarity Fund;
"GCF" means the Green Climate Fund;
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"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 banks and commercial institutions of WAEMU Member States;
"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;
"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--
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