Obligation Barbados 6.5% ( USP48864AR63 ) en USD

Société émettrice Barbados
Prix sur le marché 100 %  ▲ 
Pays  Barbade
Code ISIN  USP48864AR63 ( en USD )
Coupon 6.5% par an ( paiement semestriel )
Echéance 01/02/2021 - Obligation échue



Prospectus brochure de l'obligation Barbados USP48864AR63 en USD 6.5%, échue


Montant Minimal 100 USD
Montant de l'émission 32 481 500 USD
Cusip P48864AR6
Description détaillée Barbade est une île de l'est des Caraïbes, connue pour ses plages de sable blanc, son histoire riche, son rhum et ses récifs coralliens.

L'obligation barbadienne (ISIN : USP48864AR63, CUSIP : P48864AR6), émise à hauteur de 32 481 500 USD à un taux d'intérêt de 6,5 %, avec une échéance au 1er février 2021, une taille minimale de transaction de 100 unités et une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée à 100 % de sa valeur nominale.







THESE LISTING PARTICULARS HAVE BEEN PREPARED SOLELY FOR THE PURPOSES
OF ADMITTING THE SECURITIES TO LISTING ON THE LUXEMBOURG STOCK
EXCHANGE AND TRADING ON THE EURO MTF MARKET


LISTING PARTICULARS

dated 18 December 2019
of
The Government of Barbados
(the "Issuer")
relating to its
U.S.$530,595,100.00 aggregate principal amount of 6.500% bonds due 2029 (the "2029 Bonds")
and U.S.$32,481,500.00 aggregate principal amount of 6.500% bonds due 2021 (the "PDI Bonds"
and together with the 2029 Bonds, the "New Bonds")

Issue Price of New Bonds: 100 per cent.

On 11 December 2019, the Issuer issued the 2029 Bonds and the PDI Bonds pursuant to a trust
deed entered into on 11 December 2019 between the Issuer and The Bank of New York Mellon as
trustee. The New Bonds were issued in connection with certain invitations and consent solicitations
announced by the Issuer on 5 November 2019 (the "Exchange Offer").

A notice relating to the results of the Exchange Offer is attached as Annex A. Certain information
relating to New Bonds, including the terms and conditions, risk factors, and important notices relating to
eligible offerees and resale restrictions are included in each of the invitation memoranda relating to the
Exchange Offer annexed to these Listing Particulars as Annex B through Annex F (the "Invitation
Memoranda").

2029 Bonds
Rule 144A Debt Security Codes:
ISIN:

US067070AH54
Common Code:
209377349
CUSIP:

067070 AH5
Regulation S Debt Security Codes:
ISIN:

USP48864AQ80
Common Code:
209377381
CUSIP:

P48864 AQ8
PDI Bonds
Rule 144A Debt Security Codes:
ISIN:

US067070AJ11
Common Code:
209377420
CUSIP:

067070 AJ1





Regulation S Debt Security Codes:
ISIN:

USP48864AR63
Common Code:
209377438
CUSIP:

P48864 AR6
The New Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933
(as amended, the "Securities Act") or the securities laws of any other jurisdiction. Unless they are
registered, the New Bonds may be offered only in transactions that are exempt from registration under
the Securities Act or the securities law of any other jurisdiction. Accordingly, the New Bonds are being
offered only to: (i) "qualified institutional buyers" pursuant to Rule 144A under the Securities Act or (ii)
persons outside the United States in reliance on Regulation S of the Securities Act that, if located within
a member state of the European Economic Area, are "qualified investors" as defined in Regulation (EU)
1129/2017 (the "Prospectus Regulation"). For further details about eligible offerees and resale
restrictions, see "Notice to Investors" in the relevant Invitation Memoranda.

The New Bonds will be listed on the Luxembourg Stock Exchange and admitted to trading on the
Euro MTF market. Luxembourg Stock Exchange's approval of the New Bonds is only provided on the
parts of the Invitation Memoranda relating to the issuance of the New Bonds and their listing and
admission to trading. These Listing Particulars constitute a prospectus for the purposes of Part IV of the
Luxembourg law on prospectuses for securities dated 16 July 2019. These Listing Particulars do not
constitute a prospectus within the meaning of the Prospectus Regulation and no such prospectus has
been or will be prepared in connection with the New Bonds.
Among other indebtedness, securities with the following ISINs were listed on the Luxembourg
Stock Exchange prior to the exchange: USP48864AC94, USP48864AD77 and USP48864AF26.
The issuance of the New Bonds was authorised pursuant to Resolution No.22/2019 under section
3(1) of the External Loan Act, Cap. 94D.

The Issuer accepts responsibility for the information contained in the Listing Particulars. To the
best of the knowledge of the Issuer, which has taken all reasonable care to ensure that such is the case,
the information contained in the Listing Particulars is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Issuer LEI: 529900UD1KUUS4SFD905







ANNEX A




NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE THE DISTRIBUTION OF THIS DOCUMENT WOULD BE UNLAWFUL.
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF THE SECURITIES IN THE UNITED
STATES. SECURITIES MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION OR
AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED. THE GOVERNMENT OF BARBADOS DOES NOT INTEND TO REGISTER ANY
PORTION OF THE SECURITIES OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC
OFFERING OF SECURITIES IN THE UNITED STATES. NOT FOR DISTRIBUTION IN THE UNITED
STATES.

MINISTRY OF FINANCE, ECONOMIC AFFAIRS & INVESTMENT
Press Release

For Immediate Release
29 November 2019
Barbados announces results of its Exchange Offer for its
US Dollar-Denominated Commercial Debt

Bridgetown, Barbados:
The Government of Barbados (the "Government") announced today the results of the relevant
invitations and consent solicitations announced on 5 November 2019 in respect (a) three series
of English law-governed U.S. dollar bonds issued by the Government in an aggregate principal
amount of U.S.$540 million, (b) certain Barbados law-governed U.S. dollar bonds issued by the
Barbados Transport Board, Barbados Agricultural Management Co. Ltd and the Government and
(c) a U.S.$225 million credit agreement.
The English Law Bond Invitation
The 2021 Eurobonds
The Government has received consents or tenders for exchange from holders of approximately
U.S.$133,072,000.00 face amount of English law-governed 7.25% bonds due 2021 issued by the
Government, representing 88.71% of the outstanding bonds. At the bondholder meeting, 99.20%
of the votes cast thereon approved the relevant extraordinary resolutions. The Government has
confirmed that it intends to accept the consents received and the extraordinary resolutions have
therefore become binding on all holders of such bonds. The settlement of the new bonds and
delivery of cash consideration is scheduled to occur on 11 December 2019, subject to the


NOT FOR DISTRIBUTION IN THE UNITED STATES
pending distribution arrangement as described in the invitation memorandum relating to such
bonds.
The 2022 Eurobonds
The Government has received consents or tenders for exchange from holders of approximately
U.S.$186,331,000.00 face amount of English law-governed 7.00% bonds due 2022 issued by the
Government, representing 93.17% of the outstanding bonds. At the bondholder meeting, 100%
of the votes cast thereon approved the relevant extraordinary resolutions. The Government has
confirmed that it intends to accept the consents received and the extraordinary resolutions have
therefore become binding on all holders of such bonds. The settlement of the new bonds and
delivery of cash consideration is scheduled to occur on 11 December 2019, subject to the pending
distribution arrangement as described in the invitation memorandum relating to such bonds.
The 2035 Eurobonds
The Government has received consents or tenders for exchange from holders of approximately
U.S.$183,198,000.00 face amount of English law-governed 6.625% bonds due 2035 issued by
the Government, representing 96.42% of the outstanding face amount of these bonds. At the
bondholder meeting, 100% of the votes cast thereon approved the relevant extraordinary
resolutions. The Government has confirmed that it intends to accept the consents received and
the extraordinary resolutions have therefore become binding on all holders of such bonds. The
settlement of the new bonds and delivery of cash consideration is scheduled to occur on 11
December 2019, subject to the pending distribution arrangement as described in the invitation
memorandum relating to such bonds.
Total Consideration for the Eurobonds
The consideration to be delivered in relation to the English law bond invitations is as follows:
Aggregate principal
Aggregate principal
Old bonds
Cash consideration
amount of 2029 Bonds
amount of PDI Bonds
7.25% bonds due 2021
U.S.$116,238,200.00
U.S.$7,112,900.00
U.S.$1,078,950.00
7.00% bonds due 2022
U.S.$153,068,600.00
U.S.$9,370,600.00
U.S.$1,420,800.00
6.625% bonds due 2035
U.S.$146,021,400.00
U.S.$8,940,500.00
U.S.$1,355,270.00

2



NOT FOR DISTRIBUTION IN THE UNITED STATES
The Barbados Law Bond Invitations
The Barbados Transport Board Bonds
The Government has received tenders for exchange from holders of approximately
U.S.$11,000,000.00 face amount of Barbados law-governed Fixed Rate Non-Callable
Guaranteed Bonds 2007-2022 issued by the Barbados Transport Board (the "Transport Board
Bonds"), representing 100% of the outstanding face amount of these bonds. The settlement of
the new bonds and delivery of cash consideration is scheduled to occur on 11 December 2019.
The Barbados Agricultural Management Company Bonds
The Government has received tenders for exchange from holders of approximately
U.S.$25,000,000.00 face amount of Barbados law-governed Fixed Rate Non-Callable
Guaranteed Bonds 2007-2022 issued by Barbados Agricultural Management Co. Ltd (the
"BAMC Bonds"), representing 100% of the outstanding face amount of these bonds. The
settlement of the new bonds and delivery of cash consideration is scheduled to occur on 11
December 2019.
The 2019 Barbados Law Bonds
The Government has received tenders for exchange of approximately U.S.$34,170,000.00 face
amount of Barbados law-governed Barbados law-governed Class B Fixed Rate Bonds due 2019
issued by the Government (the "2019 Bonds"), representing 85.43% of the outstanding face
amount of these bonds. At the bondholder meeting, 100% of the votes cast thereon approved the
relevant extraordinary resolutions. The Government has confirmed that it intends to accept the
consents received and the extraordinary resolutions have therefore become binding on all holders
of such bonds. The settlement of the new bonds and delivery of cash consideration is scheduled
to occur on 11 December 2019, subject to the pending distribution arrangement as described in
the invitation memorandum relating to such bonds.
3



NOT FOR DISTRIBUTION IN THE UNITED STATES
Total Consideration for the Barbados Law Bond Invitations
The consideration to be delivered in relation to the Barbados law bond invitations is as follows:
Aggregate principal
Aggregate principal
Old bonds
Cash consideration
amount of 2029 Bonds
amount of PDI Bonds
Transport Board Bonds
U.S.$8,333,900.00
U.S.$510,400.00
U.S.$77,352.00
BAMC Bonds
U.S.$18,979,000.00
U.S.$1,162,500.00
U.S.$176,150.00
2019 Bonds
U.S.$6,639,900.00
U.S.$405,500.00
U.S.$61,638.00

The Loan Invitation
Barbados has also received tenders for exchange and consents to the proposed amendments of
approximately U.S.$92,125,000.00 aggregate face amount, or 100%, of its loans under a
U.S.$225 million credit agreement dated 13 December 2013 between, among others, the
Government and Credit Suisse AG, Cayman Islands Branch as administrative agent.
As a result, the requisite level of consents have been obtained pursuant to the terms of the credit
agreement and the Government has confirmed that it intends to accept the proposed consents and
waivers to the credit agreement. The settlement of the new bonds and delivery of cash
consideration is scheduled to occur on 11 December 2019.
The consideration to be delivered in relation to the loan invitation is as follows:
Aggregate principal amount
Aggregate principal amount
Cash consideration
of 2029 Bonds
of PDI Bonds
U.S.$81,314,100.00
U.S.$4,979,100.00
U.S.$754,780.13



Total New Issuances and Cash Consideration
In respect of the various exchanges referred to above, the aggregate principal amount of 2029
Bonds to be delivered on closing will be approximately U.S.$530,595,100.00, the aggregate
principal amount of PDI Bonds to be delivered on closing will be approximately
U.S.$32,481,500.00 and the total net cash consideration (after deduction of U.S.$2,575,000.00
4



NOT FOR DISTRIBUTION IN THE UNITED STATES
by the settlement facility agent to pay the costs and expenses of the external creditors committee)
to be delivered on closing will be approximately U.S.$4,924,940.12.
In the event the settlement dates referred to above change, the Government will notify the
relevant creditors accordingly.

Further information
Information concerning the invitations may be obtained from the Exchange and Information
Agent:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone +44 20 7704 0880
Attention: Arlind Bytyqi / Thomas Choquet
Email: [email protected]
www.lucid-is.com/barbados

* * * *
Disclaimer
This communication is not an offer or a solicitation of offers to exchange any securities. The
invitations are being made solely by the relevant invitation memoranda in connection with the
invitations referred to above. The distribution of materials relating to the invitations, and the
transactions contemplated by the invitations, may be restricted by law in certain jurisdictions. If
materials relating to the invitations come into your possession, you are required by the
Government of Barbados to inform yourself of and to observe all of these restrictions. The
materials relating to the invitations do not constitute, and may not be used in connection with, an
offer or solicitation in any place where such exchange offers or solicitations are not permitted by
law.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
The new bonds have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The new
bonds will be offered in the United States only to qualified institutional buyers pursuant to Rule
144A under the Securities Act and to persons outside the United States in compliance with
Regulation S under the Securities Act.
5



NOT FOR DISTRIBUTION IN THE UNITED STATES
Barbados is making the exchange offer in reliance on exemptions from the registration
requirements of the Securities Act. These exemptions apply to offers and sales of securities that
do not involve a public offering. The new bonds have not been recommended by any U.S. or
non-U.S. securities authorities, and these authorities have not determined that this invitation
memorandum is accurate or complete. Any representation to the contrary is a criminal offence.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
In any member state of the European Economic Area (an "EEA Member State"), this
communication and the invitation memoranda referred to above are only addressed to, and is
only directed at, qualified investors within the meaning of Regulation (EU) 1129/2017 (the
"Prospectus Regulation").
This communication and the invitation memoranda referred to above have been prepared on the
basis that all offers of the new bonds in any EEA Member State will be made pursuant to an
exemption under the Prospectus Regulation, from the requirement to produce a prospectus for
offers of the new bonds. Accordingly any person making or intending to make any offer within
the European Economic Area of the new bonds which are the subject of the placement
contemplated in this communication or the invitation memoranda referred to above should only
do so in circumstances in which no obligation arises for Barbados to produce a prospectus for
such offer. Barbados has not authorised, nor does it authorise, the making of any offer of the
new bonds through any financial intermediary or in circumstances in which an obligation arises
for Barbados to publish a prospectus for the offer.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This communication and the invitation memoranda referred to above are only being distributed
to and are only directed at (i) persons who are outside the United Kingdom or (ii) investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as "relevant persons"). The new bonds are
only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire the new bonds will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or the invitation memoranda referred to
above or any of their contents.
6






ANNEX B




Document Outline