Capital/Financing Update • May 20, 2016
Capital/Financing Update
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18 May 2016
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 3 July 2012 (the "Offering Circular"). This Pricing Supplement must be read in conjunction with such Offering Circular. Full 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.
| 1 | Specified Currency: | United States Dollars ("USD") | |||
|---|---|---|---|---|---|
| $\mathbf{2}$ | Nominal Amount: | USD 5,000,000 | |||
| 3 | Type of Note: | Floating Rate | |||
| 4 | Issue Date: | 20 May 2016 | |||
| 5 | Issue Price: | 100.00 per cent. of the Nominal Amount | |||
| 6 | Maturity Date: | 20 May 2021 | |||
| 7 | Fungible with existing Notes: | No | |||
| FORM OF THE NOTES | |||||
| 8 | Form of Note: | Registered | |||
| 9 | New Global Note: | No | |||
| 10 | Specified Denomination: | USD 500,000. The principal amount outstanding respect of the value of the Specified in. Denomination will decrease as the Reference GEL Redemption Amount is paid out, as set out in Annex A hereto. |
|||
| 11 | Exchange of Bearer Notes: | Not Applicable | |||
| 12 | (a) | Talons for future Coupons to be attached to definitive Bearer Notes: |
No | ||
| (b) | Date(s) on which the Talons mature: |
Not Applicable | |||
Note:
| Exchange of Registered (b) Global Note: |
The Registered Global Note will only be exchangeable for definitive Registered Notes upon 45 days' written notice in the limited circumstances as described on page 42 of the Offering Circular |
|---|---|
| ------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| Partly Paid Notes: 14 |
No. |
|---|---|
| -------------------------- | ----- |
| 15 | Interest Commencement Date: | 20 May 2016 | |||
|---|---|---|---|---|---|
| 16 | Fixed Rate Notes: | Not Applicable | |||
| 17 | Zero Coupon Notes: | Not Applicable | |||
| 18 | Notes: | Floating Rate Notes and Indexed | Applicable | ||
| Interest Payment Dates: (a) |
20 February, 20 May, 20 August and 20 November each year, starting from and including 20 August 2016, to and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention and the provisions set out in Annex A. |
||||
| (b) | Business Day Convention: | Following Business Day Convention | |||
| $\left( c \right)$ | Business Day definition if different from that in Condition 4(b)(i): |
Condition 4(b)(i) applies. For the avoidance of doubt, New York City shall be the principal business centre and London and Tbilisi shall be additional business centres. |
|||
| (d) | Calculation of interest to be adjusted in accordance with Business Day Convention specified above: |
Yes | |||
| (e) | Terms relating to calculation of Interest Amount: |
Interest payable in USD; see Annex A hereto. | |||
| (f) | Party responsible for calculation of the Interest Amount: |
Calculation Agent | |||
| (g) | Party responsible for making any determinations ancillary to or in connection with the calculation of the Interest Amount, including Rate of Interest (if applicable): |
See Annex A hereto. The Calculation Agent is responsible for determining the Rate of Interest applicable to each Interest Period. |
|||
| (h) | Any amendment to the definition in Condition 4(b)(iii) |
Not Applicable |
| 19 | Definition of "Payment Day" for the purpose of Condition 6(e) if different to that set out in Condition 6: |
Condition 6(e) applies | |||
|---|---|---|---|---|---|
| 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 option: |
No. | |||
| 23 | (a) | Final Redemption Amount per Specified Denomination (other than an Indexed or Formula Note where the index or formula applies to the redemption amount): |
Subject to the provisions set out in Annex A hereto |
||
| (b) | Final Redemption Amount for each Indexed Note where the Index or Formula applies to the Final Redemption Amount: Amount: |
Not Applicable | |||
| 24 | Instalment Note: | Not Applicable | |||
| 25 | Early Redemption Amount for each Note payable on an event of default: |
Condition 9 applies, subject to the 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 Joint Lead Managers or, if Non- Syndicated name and address of the Dealer: |
ING Bank N.V. 60 London Wall London EC2M 5TQ |
|||
| 28 | Date of Syndication Agreement: | Not Applicable | |||
| 29 | Stabilising Manager(s): | None | |||
| 30 | Additional selling restrictions: | The Dealer has represented, warranted and agreed that it will not, directly or indirectly, offer or sell the Notes in Georgia except as permitted by the laws of Georgia. |
|||
| 31 | Details of additional/alternative clearing system approved by the Issuer and the Agent: |
Euroclear and Clearstream, Luxembourg only |
32 Intended to be held in a manner which No would allow Eurosystem eligibility:
Common Code: 33
ISIN Code:
CUSIP Number:
34 Listing: 141258206
XS1412582063
Not Applicable
Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Listing Authority and trading on the Regulated Market
Not Applicable
In the case of Notes denominated in 35 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 any wording in respect of redenominalisation and/or consolidation (provided they are fungible) with other Notes denominated in euro.
Additional Information 36
$(i)$
Investment considerations: $(ii)$
The provisions set out in Annex A hereto shall apply to the Terms and Conditions in accordance therewith.
The Final Redemption Amount on the Notes is linked to Georgian Lari. Currency exchange rates may be volatile and will affect the return to the holder of the Notes. The Government 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. Dollar 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. | |
|---|---|
| Notes are Not Liquid Instruments | |
| 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. |
|
| Total Commissions: | 0.74 per cent. of the Nominal Amount |
This Pricing Supplement comprises the pricing supplement required for issue and admission to trading on the London Stock Exchange pic's Regulated Market of the Notes described herein pursuant to the Euro 35,000,000,000 Global Medium Term Note Programme of European Bank for Reconstruction and Development as from 20 May 2016, or as soon as practicable thereafter.
$37$
The Issuer accepts responsibility for the information contained in this Pricing Supplement. The exchange rate information set out in Annex B has been extracted from Bloomberg. 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 Bloomberg, no facts have been omitted which would render the reproduced information inaccurate or misleading.
| For and on behalf of | EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT | |||
|---|---|---|---|---|
| Bv: | Duly Authorised Officer | Alatarista Ministerio Coloniale a |
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, CITIBANK, N.A. (as Agent)
Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange plc's Regulated Market with effect on or around 20 May 2016 or as soon as practicable thereafter. No assurance can be given that such listing and admission to trading will be obtained on such date, or, if obtained, that it will be maintained.
The Issuer and/or its debt obligations have been assigned $\overline{2}$ RATINGS 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.S. ("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 exceptionally strong capacity for timely payment of its financial commitments.
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.
Certain historical data can also be found on the Bloomberg GGRRC9WA Index.
Not Applicable
Certain historical information in respect of the USD/ Georgian Lari, the lawful currency of
Georgia ("GEL") foreign exchange rate is set out in Annex B (Historical Data) hereto.
$\hat{\boldsymbol{\theta}}$
In the circumstances described in Annex A 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 also be found on the National Bank of Georgia website.
The Final Redemption Amount per Specified Denomination will be payable in USD on the Maturity Date and will be determined by the Calculation Agent on the Rate Fixing Date, as follows, rounded up to the nearest cent:
The Early Redemption Amount per Specified Denomination will be payable in USD on the Early Redemption Date and will be determined by the Calculation Agent on the relevant Rate Fixing Date, as follows, rounded up to the nearest cent:
On each Interest Payment Date Noteholders will receive in respect of the relevant Interest Period, in USD per Specified Denomination, (i) the Interest Amount, plus (ii) the equivalent of the Reference GEL Redemption Amount, as determined by the Calculation Agent on the relevant Rate Fixing Date, as follows, rounded up to the nearest cent:
The Interest Amount (as further described below) $(i)$
plus
Reference GEL Redemption Amount divided by the Exchange Reference Rate (the $(i)$ "Amortising Amount").
The Interest Amount per Specified Denomination will be determined by the Calculation Agent on the corresponding Interest Determination Date and will be calculated on a Rate Fixing Date in accordance with the formula set out below, per Specified Denomination, provided however, that the Interest Amounts will, subject to the provisions of this Annex A, be paid (subject to the disruption event provisions below) on each Interest Payment Date in USD.
As soon as possible on or after the corresponding Rate Fixing Date (but in no event later than the Business Day immediately following the Rate Fixing Date), the Calculation Agent shall notify the Agent and the Issuer of the Exchange Reference Rate.
The Interest Amount per Specified Denomination is calculated on the applicable Rate Fixing Date as follows:
$Max{[D(RIN/365)]}$ ; 0} divided by the Exchange Reference Rate
provided that the resultant amount shall be rounded up to the nearest USD with USD 0.5 being rounded up.
Where:
| D | Reference GEL Amount |
|---|---|
| RI | 91 Day GEL CD Rate - 0.25% (expressed as a percentage); and |
| N | The actual number of days in the respective Calculation Period calculated from and including the first day of such period (being the Issue Date or the previous Interest Payment Date as applicable) to but excluding the next Interest Payment Date or the Maturity Date, as applicable. |
For the purposes of these provisions:
"91 Day GEL CD Rate" means the latest rate per annum for a period of 91 days, which appears on the NBG website "Average yields of the Certificate of Deposit issued by the National Bank of Georgia observed on. auctions" page as primary the according to https://www.nbg.gov.ge/index.php?m=619&lng=eng as of 11:00 a.m. (Tbilisi time) on an Interest Determination Date in the column "91-days". This data can also be found on the Bloomberg GGRRC9WA Index. In the event of any discrepancy between the 91 Day GEL CD Rate as published on the Bloomberg page and as published on the NBG website, the 91 Day GEL CD Rate as published on the NBG website will prevail.
In the event that the 91 Day GEL CD Rate is not available for any reason on the NBG website "Average yields of the Certificate of Deposit issued by the National Bank of Georgia according to the primary auctions" page on an Interest Determination Date or the following Business Day or if the 91 Day GEL CD Rate has not been updated for a period of 30 days prior to the Interest Determination Date in respect of a Calculation Period, the rate for such Calculation Period shall be:
The refinancing loan rate of the NBG ("RefI"") compounded 12 times using the following formula:
$$
\left( \left\lceil \prod\limits_{i=1}^{12} \left( 1 + \left( Ref_i * \frac{7}{365} \right) \right) \right\rceil^{1/12} - 1 \right) * \frac{365}{7}
$$
"Refi" means the latest refinancing loan rate of the NBG observed on the NBG page https://www.nbg.gov.ge/index.php?m=539 on the Interest Determination Date for which no 91 Day GEL CD Rate was available, and for each preceding week for the total period of 12 weeks using the page https://www.nbg.gov.ge/index.php?m=554. This data can also be found on Bloomberg GGRRREF Index. In case of any discrepancy between the Ref, data as published on the Bloomberg page and as published on the NBG website, the Ref, data as published on the NBG website will prevail. In case it is not possible to establish Refi in accordance with the foregoing provisions, the Calculation Agent shall establish the applicable rate acting in good faith and in a commercially reasonable manner.
"Interest Determination Date" means the date that is two Business Days prior to the commencement of the relevant Calculation Period.
| The "Reference GEL Amount" and "Reference GEL Redemption Amount" are determined per | |||||
|---|---|---|---|---|---|
| Specified Denomination by reference to the following table: |
| Interest Period from and including |
Interest Period to but excluding |
Interest Payment Date |
Reference GEL Amount |
Reference GEL Redemption Amount |
|---|---|---|---|---|
| 20-May-16 | 20-Aug-16 | 20-Aug-16 | 1,093,900.00 | 0.00 |
| 20-Aug-16 | 20-Nov-16 | 20-Nov-16 | 1,093,900.00 | 0.00 |
| 20-Nov-16 | 20-Feb-17 | 20-Feb-17 | 1,093,900.00 | 0.00 |
| 20-Feb-17 | 20-May-17 | 20-May-17 | 1,093,900.00 | 0.00 |
| 20-May-17 | 20-Aug-17 | 20-Aug-17 | 1,093,900.00 | 0.00 |
| 20-Aug-17 | 20-Nov-17 | 20-Nov-17 | 1,093,900.00 | 0.00 |
| 20-Nov-17 | 20-Feb-18 | 20-Feb-18 | 1,093,900.00 | 0.00 |
| 20-Feb-18 | 20-May-18 | 20-May-18 | 1,093,900.00 | 156,271.43 |
| 20-Aug-18 | 20-Aug-18 | 937,628.57 | 0.00 | |
| 20-May-18 | 20-Nov-18 | 20-Nov-18 | 937,628.57 | 156,271.43 |
| 20-Aug-18 | 20-Feb-19 | 781,357.14 | 0.00 | |
| 20-Nov-18 20-Feb-19 |
20-Feb-19 20-May-19 |
20-May-19 | 781,357.14 | 156,271.43 |
| 20-May-19 | 20-Aug-19 | 20-Aug-19 | 625,085.71 | 0.00 |
|---|---|---|---|---|
| 20-Aug-19 | 20-Nov-19 | 20-Nov-19 | 625,085.71 | 156,271.43 |
| 20-Nov-19 | 20-Feb-20 | 20-Feb-20 | 468,814.29 | 0.00 |
| 20-Feb-20 | 20-May-20 | 20-May-20 | 468,814.29 | 156,271.43 |
| 20-Aug-20 | 20-Aug-20 | 312,542.86 | 0.00 | |
| 20-May-20 | 20-Nov-20 | 20-Nov-20 | 312,542.86 | 156,271.43 |
| 20-Aug-20 | 20-Feb-21 | 20-Feb-21 | 156,271.43 | 0.00 |
| 20-Nov-20 | 156,271.43 | 156,271.43 | ||
| 20-Feb-21 | 20-May-21 | 20-May-21 |
For the avoidance of doubt, the initial Exchange Reference Rate was fixed at GEL 2.1878 and therefore the Reference GEL Amount per Specified Denomination in respect of each Interest Period is as set out in the table above.
The Calculation Agent shall notify the Issuer, the Agent and the Noteholders of its determination of the Final Redemption Amount, the Early Redemption Amount, the Interest Amount and the Amortising Amount payable per Specified Denomination on the Maturity Date, Early Redemption Date or relevant Interest Payment 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 Interest Payment Date, as applicable.)
If the Exchange Reference Rate is not available for any reason under the designated source or on any successor page 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 shall promptly inform the Issuer, the Agent and the Noteholders of such occurrence.
The Calculation Agent shall then determine the Exchange Reference Rate on the following basis:
For the purposes of this Annex A:
"Business Day" means, in relation to any place, 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 that place, or if no such place is specified, 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 Tbilisi, London and New York City;
"Calculation Agent" means ING Bank N.V. in accordance with the provisions of the Calculation Agency Agreement entered into between the Issuer and the Calculation Agent dated 1 April 1998 (as amended and/or supplemented from time to time). All references to the Calculation Agent shall include any successor or successors to ING Bank N.V. as Calculation Agent in respect of the Notes;
"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 the USD/GEL Official Exchange Rate expressed as the amount of GEL per one USD, as determined 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. This information is also available on the Bloomberg page GEL NBGF Curncy (in 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 will 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 Interest Payment Date, any Early Redemption Date or the Maturity Date;
"Reference Dealers" means four 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;
"Tbilisi Business Day" means a day on which commercial banks are open for business (including dealings in a foreign exchange in accordance with the market practice of the foreign exchange market) in Tbilisi; and
"WM Rate" means the mid USD/GEL rate of exchange, expressed as the amount of GEL per one USD, appearing on the WMCO page on Bloomberg, or any successor page, at or about 5:00 p.m. Tbilisi time on the Rate Fixing Date.
The following table summarises certain historical information regarding the USD/GEL foreign exchange rate since January 2004.
| Period | High | Low |
|---|---|---|
| January 2004 - December 2004 | 2.1400 | 1.7000 |
| January 2005 - December 2005 | 1.8400 | 1.7800 |
| January 2006 - December 2006 | 1.8300 | 1.7135 |
| January 2007 - December 2007 | 1.7199 | 1.5915 |
| January 2008 - December 2008 | 1.6670 | 1.3960 |
| January 2009 - December 2009 | 1.6950 | 1.6400 |
| January 2010 - December 2010 | 1.8875 | 1.6986 |
| January 2011 - December 2011 | 1.8110 | 1.6388 |
| January 2012 - December 2012 | 1.6751 | 1.6193 |
| January 2013 - December 2013 | 1.7376 | 1.6348 |
| January 2014 - December 2014 | 1.9527 | 1.7241 |
| January 2015 - December 2015 | 2.4499 | 1.8780 |
| January 2016 - April 2016 | 2.04985 | 2.2309 |
Source: website of the National Bank of Georgia
The delivery of this Pricing Supplement does not imply any representation on the part of the Issuer, the Calculation Agent or the Dealer or any other person that the information extracted from the source above is correct.
NEITHER THE ISSUER NOR THE DEALER MAKE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER AS TO THE RESULTS TO BE OBTAINED FROM AN INVESTMENT IN THE NOTES. THE FOREGOING INFORMATION IS BASED UPON PUBLICLY AVAILABLE INFORMATION AS PUBLISHED BY THE APPLICABLE SOURCE. HOWEVER, NEITHER THE DEALER NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE (WHETHER IN NEGLIGENCE OR OTHERWISE) TO ANY PERSON FOR ANY ERROR IN THE INFORMATION SET FORTH ABOVE NOR SHALL IT OR ANY SUCH AFFILIATE BE UNDER ANY OBLIGATION TO . ADVISE ANY PERSON OF ANY ERROR THEREIN.
The Issuer does not intend to provide any post-issuance information.
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