Obbligazione Asian Development Bank 6.55% ( XS2433823510 ) in ZAR

Asian Development Bank

98.76 ZAR ▼

Filippine

XS2433823510 ( in ZAR )

6.55% per anno ( pagato 1 volta l'anno)

25/01/2025

Prospetto opuscolo dell'obbligazione Asian Development Bank XS2433823510 en ZAR 6.55%, scadenza 25/01/2025

2 000 000 ZAR

500 000 000 ZAR

26/01/2025 ( In 120 giorni )

The Obbligazione issued by Asian Development Bank ( Philippines ) , in ZAR, with the ISIN code XS2433823510, pays a coupon of 6.55% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 25/01/2025

ADB does not fall under the scope of application of Directive 2014/65/EU (as
amended, "MiFID II") or Regulation (EU) No. 600/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("U.K. MiFIR"). Consequently, ADB does
not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of either
MiFID II or U.K. MiFIR.

PRICING SUPPLEMENT

ASIAN DEVELOPMENT BANK
GLOBAL MEDIUM-TERM NOTE PROGRAM
Series No.: 1347-00-2

ZAR1,250,000,000 6.55 per cent. Notes due 26 January 2025

Issue price: 100 per cent.

Dealer

Standard Chartered Bank

The date of this Pricing Supplement is 24 January 2022.

This pricing supplement (the "Pricing Supplement") is issued to give details of an
issue of ZAR1,250,000,000 6.55 per cent. Notes due 26 January 2025 (the "Notes") by the Asian
Development Bank ("ADB") under its Global Medium-Term Note Program and to provide
information supplemental to the Prospectus referred to below.
This Pricing Supplement supplements the terms and conditions of the Notes set
forth in the Prospectus dated 9 December 2020 (as amended and supplemented and together with
the documents incorporated by reference therein, the "Prospectus") and should be read in
conjunction with the Prospectus. Unless otherwise defined in this Pricing Supplement,
capitalized terms used herein have the meanings given to them in the Prospectus.
The issue of the Notes was authorized pursuant to a global borrowing
authorization of the Board of Directors of ADB dated 7 December 2021.
This Pricing Supplement does not constitute, and may not be used for the
purposes of, an offer or solicitation by anyone in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation, and no action is being taken to permit an offering of the Notes or the distribution of
this Pricing Supplement in any jurisdiction where such action is required.
The Notes are not required to be and have not been registered under the U.S.
Securities Act of 1933, as amended. The Notes have not been approved or disapproved by
the U.S. Securities and Exchange Commission or any state securities commission nor has
the Commission or any state securities commission passed upon the accuracy or adequacy
of this Pricing Supplement. Any representation to the contrary is a criminal offense in the
United States.
The distribution of this Pricing Supplement or the Prospectus and the offer and
sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession
this Pricing Supplement or the Prospectus comes are required by ADB and the Dealer to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on
offers and sales of Notes and on the distribution of this Pricing Supplement or the Prospectus,
see "Plan of Distribution" in the Prospectus.
The Notes are not the obligation of any government.
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TERMS AND CONDITIONS
The following items are the particular terms and conditions of the Notes to which
this Pricing Supplement relates. In case of any conflict between such terms and conditions and
the terms and conditions set forth in the Prospectus, the terms and conditions set forth in this
Pricing Supplement shall govern.
General Provisions
1.
Issuer:
Asian Development Bank ("ADB").
2.
Series Number:
1347-00-2.
3.
(i)
Specified Currency
South African Rand ("ZAR").
(Condition 1(c)):

(ii)
Specified Principal Payment
Not applicable.
Currency if different from
Specified Currency (Condition
1(c)):

(iii)
Specified Interest Payment
Not applicable.
Currency if different from
Specified Currency (Condition
1(c)):

(iv)
Alternative Currency (Condition Applicable, provided that the "Market
7(i)) (if applicable):
Exchange Rate" will be the rate determined
by
Standard
Chartered
Bank
(the
"Calculation Agent"), as follows:

1.
On the second Business Day before a
date on which payment on the Notes
is due, at approximately 11:00 a.m.
London time, the Calculation Agent
will refer to the "ICAPZAR" screen
of the Reuters Monitor Foreign
Exchange Service or, if this is not
available, the Calculation Agent will
determine the Market Exchange Rate
in the manner set out below.

3

2.
The Calculation Agent will select the
firm bid quotation for the Specified
Currency by one of at least three
banks, one of which may be the
Calculation Agent, which will yield
the greatest number of United States
dollars
("U.S.
dollars")
upon
conversion
from
the
Specified
Currency.
3.
If fewer than three bid quotations are
available, the Calculation Agent will
use the noon buying rate for cable
transfers in the relevant currency in
the City of New York, as certified for
customs purposes by the Federal
Reserve Bank of New York on the
second Business Day before the date
such payment is due or, if this rate is
not available on that date, the
Calculation Agent will determine the
rate in its sole discretion, acting in
good faith and in a commercially
reasonable manner.

Payments made in U.S. dollars under the
circumstances set forth in Condition 7(i)
will not constitute a default under the Notes
and holders will be responsible for all
currency exchange costs.

4.
Aggregate Nominal Amount:
ZAR1,250,000,000.

5.
(i)
Issue Price:
100 per cent. of the Aggregate Nominal
Amount.
(ii)
Net proceeds:
ZAR1,250,000,000.
6.
Specified Denominations (Condition
ZAR2,000,000.
1(a)):
7.
(i)
Issue Date (Condition 5(d)):
26 January 2022.

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(ii)
Interest Commencement Date
Not applicable.
(if different from the Issue
Date) (Condition 5(d)):
8.
Maturity Date or Redemption Month
(Condition 6(a)):
26 January 2025.
9.
Interest Basis (Condition 5):
Fixed Rate (Condition 5(a)) (further
particulars specified below).
10. Redemption/Payment Basis
Redemption at par.
(Condition 6(a)):
11. Change of Interest or
Not applicable.
Redemption/Payment Basis:
12. Put/Call Options (Conditions 6(e) and Not applicable.
(f)):
13. Status of the Notes (Condition 3):
Senior.
14. Listing:
Luxembourg Stock Exchange.

15. Method of distribution:
Non-syndicated.
Provisions Relating to Interest Payable
16. Fixed Rate Note Provisions
Applicable.
(Condition 5(a)):
(i)
Rate(s) of Interest:
6.55 per cent. per annum, payable annually
in arrear.
For the avoidance of doubt, the interest
payment per Specified Denomination shall
be rounded to two decimal places, with
ZAR0.005 rounded upwards.
(ii)
Interest Payment Date(s):
26 January of each year, from and
including 26 January 2023 up to and
including the Maturity Date, adjusted in
accordance with the applicable Business
Day Convention.
(iii)
Interest Period End Date(s):
26 January of each year, from and
including 26 January 2023 up to and
including the Maturity Date.

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(iv)
Interest Period End Date(s)
Unadjusted.
adjustment:
(v)
Business Day Convention:
Following Business Day Convention.
(vi)
Fixed Coupon Amount(s):
ZAR131,000 per Specified Denomination,
payable on each Interest Payment Date.

(vii) Broken Amount(s):
Not applicable.
(viii) Relevant Financial Center:
Johannesburg.
(ix)
Additional Business Center(s)
London and New York.
(Condition 5(d)):
(x)
Day Count Fraction (Condition
Actual/Actual (ICMA).
5(d)):
(xi)
Determination Date(s):
26 January of each year, from and
including 26 January 2023 up to and
including the Maturity Date.

(xii) Other terms relating to the
Not applicable.
method of calculating interest
for Fixed Rate Notes:
17. Floating Rate Note Provisions
Not applicable.
(Condition 5(b)):
18. Zero Coupon/Deep Discount Note
Not applicable.
Provisions (Conditions 5(c) and 6(c)):
19. Index-Linked Interest Note Provisions:
Not applicable.
20. Dual Currency Note Provisions:
Not applicable.
Provisions Relating to Redemption
21. Call Option (Condition 6(e)):
Not applicable.
22. Put Option (Condition 6(f)):
Not applicable.
23. Final Redemption Amount:
Aggregate Nominal Amount.
(i)
Alternative Payment Mechanism Not applicable.
(Conditions 7(a) and (c)):

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(ii)
Long Maturity Note (Condition
Not applicable.
7(f)):
(iii)
Variable Redemption Amount
Not applicable.
(Condition 6(d)):
24. Early Redemption Amount:

(i)
Early Redemption Amount(s)
As set out in the Conditions.
payable on an Event of Default
(Condition 9) and/or the method
of calculating the same (if
required or if different from that
set out in the Conditions):
(ii)
Unmatured Coupons to become Not applicable.
void (Condition 7(f)):
Additional General Provisions Applicable to the Notes
25. Form of Notes:
Registered Notes.
(i) Definitive Registered Notes:
Registered Global Note available on Issue
Date; not exchangeable for individual
Definitive Registered Notes.
(ii) New Safekeeping Structure
No.
(NSS Form):
26. Talons for future Coupons to be
Not applicable.
attached to definitive Bearer Notes (and
dates on which such Talons mature):
27. Details relating to Partly Paid Notes:
Not applicable.
amount of each payment comprising
the Issue Price and date on which each
payment is to be made and
consequences (if any) of failure to pay,
including any right of ADB to forfeit
the Notes and interest due on late
payment:
28. Details relating to Installment Notes:
Not applicable.
29. Redenomination, renominalization and
Not applicable.
reconventioning provisions:

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30. Consolidation provisions:
Not applicable.
31. Other terms or special conditions:
Not applicable.
Distribution
32. (i)
If syndicated, names of
Not applicable.

Managers:

(ii)
Stabilizing Manager (if any):
Not applicable.
(iii)
Commissions and
0.00 per cent.
Concessions:
33. If non-syndicated, name of Dealer:
Standard Chartered Bank.
34. Additional selling restrictions:
The following paragraph shall be
deemed to be set out under the
heading "Republic of South Africa"
in the section entitled "Plan of
Distribution" in the Prospectus:
"The Dealer has represented,
warranted and agreed that it has not
and will not offer for sale or
subscription or sell any Notes,
directly or indirectly, within the
Common Monetary Area, comprising
the Kingdom of Lesotho, Republic of
Namibia, Republic of South Africa
and Kingdom of Eswatini, or to any
person or corporate or other entity
resident in the Common Monetary
Area except (a) in accordance with
the exchange control regulations of
the Kingdom of Lesotho, Republic of
Namibia, Republic of South Africa
and Kingdom of Eswatini; (b) to any
entity resident or within the Republic
of South Africa in accordance with
the Commercial Paper regulations
published in terms of the Banks Act,
1990,
as
amended,
and
the
Companies Act, 2008, as amended;
and (c) all other applicable laws of
South Africa. In particular, the
Prospectus does not, nor is it intended
to,
constitute
a
"registered

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prospectus" (as that term is defined in
the Companies Act) and the Dealer
has represented, warranted and agreed
that it will not make an "offer to the
public" (as such term is defined in the
Companies Act) of any of the Notes
(whether for subscription or sale)."

Operational Information

35. (i)
ISIN:
XS2433823510.
(ii)
CUSIP:
Not applicable.
(iii)
CINS:
Not applicable.
(iv)
Other:
Not applicable.
36. Common Code:
243382351.
37. Details of benchmarks administrators
Not applicable.
and registration under Benchmarks
Regulation:
38. Any clearing system(s) other than
Euroclear and Clearstream, Luxembourg
Euroclear, Clearstream, Luxembourg
only.
and DTC and the relevant identification
number(s):
39. Delivery:
Delivery against payment.
40. Additional Paying Agent(s) (if any):
Not applicable.
41. Governing Law:
English.
42. Intended to be held in a manner which
Not applicable.
would allow Eurosystem eligibility:

Additional Information

The Notes are denominated in ZAR. Since South Africa is not an ADB member
country, ADB will not enjoy in South Africa its usual rights, immunities, privileges and
exemptions which are conferred upon ADB by the Agreement Establishing the Asian
Development Bank and by statutes, laws and regulations of member countries. Such privileges
include immunity with respect to exchange controls and an exemption from withholding taxes
with respect to payments on ADB's debt securities.

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While the South African exchange control regulations presently in effect do not
impose restrictions on payments on the Notes, no assurance can be given that these regulations
will not change in the future. If, due to the imposition of exchange controls or other
circumstances beyond the control of ADB, South African rand are not expected to be available to
ADB, ADB will be entitled to satisfy its obligations to holders of Notes in respect of such
payment by making such payments in U.S. dollars on the basis of the Market Exchange Rate (as
defined under "Terms and Conditions" above) on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable date. Any
payment made by ADB under such circumstances in U.S. dollars shall constitute valid payment
and shall not constitute a default in respect of the Notes.
Under current South African law, withholding tax on interest, calculated at a rate
of 15%, is applicable to interest payments on the Notes to investors where the interest is regarded
as having been received by or accrued to any foreign person from a source within the Republic
of South Africa. As the ADB is not a resident in South Africa and does not have a permanent
establishment in South Africa for South African tax purposes and/or will not utilise or apply the
proceeds from the Notes in South Africa, the interest would not be considered to be from a South
African source and interest withholding tax should not be levied. No assurance can be given that
these laws will not change in the future. The Notes do not require the ADB to compensate
holders of the Notes in the event of a change in South African law that results in withholding
taxes being deducted from payments on the Notes.
Taxation
Under existing South African law, all payments of principal and interest in respect
of the Notes will be exempt from any taxes, levies, imposts, duties, deduction, withholdings or
other charges, of whatsoever nature, imposed, levied, collected, withheld or assessed by the
South African government or any political subdivision or taxing authority thereof or therein so
long as the beneficial owner of the relevant Notes is not a "resident" for South African income
tax purposes and the Notes are not attributable to a permanent establishment that the beneficial
owner has in South Africa. A "resident" for South African income tax purpose would be:
(1)
a natural person who:
(i)
is ordinarily resident in South Africa; or
(ii)
is not ordinarily resident in South Africa, but has been physically present in South
Africa for at least 91 days in aggregate during the relevant year of assessment and
during each of the preceding 5 years of assessment and for at least 915 days in
aggregate during such preceding 5 years; or
(2)
a person (other than a natural person):

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