Obligation EBRDS 6% ( XS2305054202 ) en USD

EBRDS

100 % ⇌

Royaume-Uni

XS2305054202 ( en USD )

6% par an ( paiement semestriel )

22/02/2023 - Obligation échue

Prospectus brochure de l'obligation EBRD XS2305054202 en USD 6%, échue

100 000 USD

5 000 000 USD

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 USD, avec le code ISIN XS2305054202, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/02/2023

EXECUTION VERSION
UK MiFIR product governance / professional investors and ECPs target market only - 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, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of "retained EU law",
as defined in the European Union (Withdrawal) Act 2018; and (i ) al 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
manufacturer's target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") 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 fall under the scope of
application of UK MiFIR. Consequently, the Issuer does not qualify as an "investment firm",
"manufacturer" or "distributor" for the purposes of UK MiFIR.

Pricing Supplement
18 February 2021

European Bank for Reconstruction and Development
USD 5,000,000 (GEL Linked) Fixed Rate Notes due 22 February 2023 (the "Notes")
issued pursuant to the European Bank for Reconstruction and Development EUR
45,000,000,000 Global Medium Term Note Programme for the issue of 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 Of ering 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 Of ering 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 at One Exchange Square,
London, EC2A 2JN, United Kingdom.
SUMMARY OF THE NOTES
1
Specified Currency:
United States Dol ars ("USD")
2
Nominal Amount:
USD 5,000,000
3
Type of Note:
Fixed Rate
4
Issue Date:
22 February 2021
5
Issue Price:
100.00 per cent. of the Nominal Amount

6
Maturity Date:
22 February 2023, subject to adjustment in
accordance with the Business Day Convention
specified below.
7
Fungible with existing Notes:
No
FORM OF THE NOTES
8
Form of Note:
Registered
9
New Global Note:
No
10 Specified Denomination:
USD 100,000
11 Exchange of Bearer Notes:
Not Applicable
12
(a)
Talons for future Coupons to No
be 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 a
holder of Registered Global
common depositary for Euroclear and
Note:
Clearstream, Luxembourg and registered in the
name of Citivic Nominees Limited as nominee for
the common depositary

(b)
Exchange of Registered
The Registered Global Note wil only be
Global Note:
exchangeable for definitive Registered Notes
upon 45 days' written notice in the limited
circumstances as 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:
Issue Date
16 Fixed Rate Notes:
6.00 per cent. per annum, payable annually in
(a)
Fixed Rate of Interest:
arrear. The amount of interest payable on each
Fixed Interest Date (the "Interest Amount") shal
be an amount in USD calculated on the
Reference GEL Amount for the relevant Fixed
Interest Period, as further detailed in the Annex
hereto.

(b)
Fixed Interest Dates:
22 February in each year, from (and including) 22
February 2022 to (and including) the Maturity
Date, subject to adjustment in accordance with
the Business Day Convention specified below.

(c)
Initial Broken Amount per
Not Applicable
Specified Denomination:

2

(d)
Final Broken Amount per
Not Applicable
Specified Denomination:

(e)
Fixed Day Count Fraction:
Actual/365

(f)
Business Day Convention:
Following Business Day Convention

(g)
Business Day definition if
Condition 4(a)(i i) applies and, for the avoidance
different from that in
of doubt, New York City shal be the principal
Condition 4(a)(iii):
financial centre. London and Tbilisi shal be
additional business centres.

(h)
Calculation of interest to be
Yes
adjusted in accordance with
Business Day Convention
specified above:
17 Zero Coupon Notes:
Not Applicable
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 of
purpose of Condition 6(e) if different doubt, New York City shall be the principal
to that set out in Condition 6:
financial centre. London and Tbilisi shal be
additional business centres, subject to the
provisions set out in the Annex hereto.
20 Dual Currency Notes:
Not Applicable
21 Physically Settled Notes:
Not Applicable
PROVISIONS REGARDING REDEMPTION/MATURITY
22 (a)
Redemption at Issuer's
No
option:

(b)
Redemption at Noteholder's
No
option:
23 (a)
Final Redemption Amount
As set out in the Annex hereto
per Specified Denomination
(other than an Indexed or
Formula Note where the
index or formula applies to
the redemption amount):

(b)
Final Redemption Amount
Not Applicable
for each Indexed Note where
the Index or Formula applies
to the Final Redemption
Amount:
24 Instalment Note:
Not Applicable

3

25 Early Redemption Amount for each
Condition 5(d) applies, subject to the provisions
Note payable on an event of default: set out in the Annex hereto
DISTRIBUTION, CLEARING AND SETTLEMENT PROVISIONS
26 Method of distribution:
Non-syndicated
27 If Syndicated, names and addresses ICBC Standard Bank Plc
of Joint Lead Managers or, if Non-
20 Gresham Street
Syndicated name and address of
London, EC2V 7JE
the Dealer:

United Kingdom
28 Date of Syndication Agreement:
Not Applicable
29 Stabilising Manager(s):
None
30 Additional selling restrictions:
Georgia
The Dealer has represented, warranted and
agreed that it wil not, directly or indirectly, offer or
sell the Notes in Georgia except as permitted by
the laws of Georgia.
31 Details of additional/alternative
Euroclear and Clearstream, Luxembourg only
clearing system approved by the
Issuer and the Agent:
32 Intended to be held in a manner
No
which would allow Eurosystem
eligibility:
33 Common Code:
230505420

ISIN Code:
XS2305054202

CUSIP Number:
Not Applicable
34 Listing:

Application wil be made by the Issuer (or on its
behalf) for the Notes to be admitted to the Of icial
List of the Luxembourg Stock Exchange and to
trading on the Regulated Market of the
Luxembourg Stock Exchange
35 In the case of Notes denominated in Not Applicable
the 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 specified, the wording of the
Redenomination Clause in full and

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any wording in respect of
redenominalisation and/or
consolidation (provided they are
fungible) with other Notes
denominated in euro.
36 Additional Information:

(i) Additional Information
The provisions set out in the Annex hereto shal
apply to the Terms and Conditions in accordance
therewith.

(ii) Investment considerations:
There may exist at times only limited markets for
the Notes resulting in low or non-existent
volumes of trading in the Notes and such
obligations, and therefore a lack of liquidity and
price volatility of the Notes and such obligations.
Georgian Lari Exchange Risk
The Final Redemption Amount, Early
Redemption Amount (if applicable) and the
Interest Amount on the Notes are linked to the
Georgian Lari, the lawful currency of Georgia
"GEL"). Currency exchange rates may be volatile
and wil affect the return to the holder of the
Notes. The National Bank of Georgia can from
time to time intervene in the foreign exchange
market. These
interventions
or
other
governmental actions could adversely affect the
value of the Notes in U.S. Dollars, as well as the
actual yield (in U.S. Dol ar terms) on the Notes
and the amounts payable on the Notes. Even in
the absence of governmental action directly
affecting currency exchange rates, political or
economic developments in Georgia or elsewhere
could lead to significant and sudden changes in
the exchange rate between the Georgian Lari and
the U.S. Dollar.

37 Total Commissions:
Not Applicable

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 22 February 2021, or as soon as practicable thereafter.

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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement other than

the information contained under the heading "UK MiFIR product governance / professional investors
and ECPs target market only".

For and on behalf of
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

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

Authorised signatory

6

PART B OTHER INFORMATION
1
LISTING

Application wil 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 to trading on the
Luxembourg Stock Exchange's Regulated Market with
effect on or around 22 February 2021 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 wil be maintained.
2
RATINGS
The Issuer and/or its debt obligations have been assigned
an AAA credit rating from S&P Global Ratings Europe
Limited ("S&P"), an Aaa credit rating from Moody's
Investors Service Ltd. ("Moody's") and an AAA credit
rating from Fitch Ratings Ltd. ("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 the section headed "Subscription and Sale" in the Offering Circular, 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 (which is

expected to be USD 5,000,000) will be included in the
ordinary capital resources of the Issuer and used in its
ordinary operations.

(ii)
Estimated net proceeds: USD 5,000,000

(iii)
Estimated total
£10,000
expenses:
5
YIELD

Indication of yield:
6 per cent. per annum
As set out above, the yield is calculated at the Issue Date
on the basis of the relevant Issue Price. It is not an
indication of future yield.
6
HISTORIC INTEREST RATES

Not Applicable

7

7
PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT
ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE UNDERLYING

Not Applicable
8
PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON
VALUE OF INVESTMENT

In the circumstances described in the Annex hereto, the amount of principal and/or interest
received by holders of the Notes is affected by the USD/GEL foreign exchange rate. Information
in respect of the USD/GEL foreign exchange rate can be found on the National Bank of Georgia
website.

8

Annex
Additional Terms Relating to the Calculation of Interest Amount, Early Redemption Amount
and Final Redemption Amount
The Final Redemption Amount or the Early Redemption Amount, as applicable, per Specified
Denomination wil be payable in USD on the Maturity Date or the Early Redemption Date, as
applicable, and wil be determined by the Calculation Agent on the relevant Rate Fixing Date (subject
to the Disruption Event Provision below), as follows, rounded up to the nearest cent:
Reference GEL Amount divided by the Exchange Reference Rate
The Interest Amount per Specified Denomination wil be payable in USD on the relevant Fixed
Interest Date and wil be determined by the Calculation Agent on the relevant Rate Fixing Date
(subject to the Disruption Event Provision below), as follows, rounded up to the nearest cent:
(Fixed Rate of Interest x Reference GEL Amount x Fixed Day Count Fraction) divided by the
Exchange Reference Rate
As soon as possible on or after the relevant Rate Fixing Date (but in no event later than the Business
Day immediately prior to each Fixed Interest Date, the Maturity Date or the Early Redemption Date,
as applicable), the Calculation Agent shal notify the Agent (who wil in turn inform the Noteholders)
and the Issuer of the relevant Exchange Reference Rate.
The Calculation Agent shall notify the Issuer and the Agent (who wil in turn inform the Noteholders)
of its determination of the Final Redemption Amount, the Early Redemption Amount and the Interest
Amount payable per Specified Denomination on the Maturity Date, Early Redemption Date or
relevant Fixed Interest Date (as applicable), as soon as practicable after such determination, but in
no event later than one Business Day prior to the Maturity Date, Early Redemption Date and/or
relevant Fixed Interest Date (as applicable).
Disruption Event Provisions
If the Exchange Reference Rate is not available for any reason at 1.00 p.m. (Tbilisi time) on any
Rate Fixing Date, then the Calculation Agent shall determine that a Price Source Disruption Event
(a "Price Source Disruption Event") has occurred, and shal promptly inform the Issuer and the
Agent (who wil in turn inform the Noteholders) of such occurrence.
Following the determination of the occurrence of a Price Source Disruption Event, the Calculation
Agent shal then determine the Exchange Reference Rate on the following basis. The Exchange
Reference Rate shal be the arithmetic mean of such firm quotes (expressed as the number of GEL
per one USD) from four Reference Dealers as the Calculation Agent is able to obtain for the sale of
GEL and the purchase of USD at or about 3.00 p.m. (Tbilisi time) on the relevant Rate Fixing Date,
provided however, that if fewer than four (but at least two) Reference Dealers provide such firm
quotes then the Exchange Reference Rate shal be the arithmetic mean of the quotes actual y
obtained. If none, or only one, of the Reference Dealers provides such a firm quote, the relevant
Exchange Reference Rate shal be determined by the Calculation Agent in its discretion, acting in
good faith and in a commercially reasonable manner.

For the purposes of this Annex:
"Business Day" means any day (other than a Saturday or a Sunday) 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 City and Tbilisi;
"Calculation Agent" means ICBC Standard Bank Plc, in accordance with the provisions of the
Calculation Agency Agreement entered into between the Issuer and the Calculation Agent dated 22
October 2019 (as amended and/or supplemented from time to time). Al references to the Calculation
Agent shall include any successor or successors to ICBC Standard Bank Plc as Calculation Agent

9

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 shal (in the absence of manifest
error) be final and binding on all parties (including, but not limited to, the Issuer and the Noteholders)
and shall 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 shal act in accordance with the Calculation Agency Agreement;
"Early Redemption Date" means the date (if any) on which the Notes become due and payable
pursuant to Condition 5(d);
"Exchange Reference Rate" means, in respect of a Rate Fixing Date, the USD/GEL Official
Exchange Rate expressed as the amount of GEL per one USD, as published by the NBG as of 1.00
p.m.
(Tbilisi
time)
on
the
Rate
Fixing
Date
as
observed
on
https://www.nbg.gov.ge/index.php?m=582&lng=eng (or on any successor page set up for the
purposes of displaying such rate). This information is also available on the Bloomberg page GEL
NBGF Curncy provided, however, that in the case of any discrepancy between the Official Exchange
Rate as published on the Bloomberg page and as published on the NBG website, the Official
Exchange Rate as published on the NBG website wil prevail;
"NBG" means the National Bank of Georgia;
"Rate Fixing Date" means the date which is two Business Days prior to each of the applicable Fixed
Interest Date, Early Redemption Date (if any) or the Maturity Date;
"Reference Dealers" means leading dealers, banks or banking corporations which regularly deal in
the USD/GEL foreign exchange market, as selected by the Calculation Agent in its sole discretion,
acting in good faith and in a commercially reasonable manner; and
"Reference GEL Amount" means GEL 327,000 per Specified Denomination, which is calculated
using the initial USD/GEL exchange rate of GEL 3.2700 per USD 1 set on 12 February 2021.

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