Obligation African Development Bank 15% ( XS2034151923 ) en GHS

African Development Bank

100 % ▲

Cote d'Ivoire

XS2034151923 ( en GHS )

15% par an ( paiement annuel )

31/07/2023 - Obligation échue

Prospectus brochure de l'obligation African Development Bank XS2034151923 en GHS 15%, échue

100 000 GHS

60 000 000 GHS

La Banque africaine de développement (BAD) est une institution financière de développement multilatérale qui ?uvre à réduire la pauvreté et à améliorer les conditions de vie en Afrique en finançant des projets de développement économique et social.

L'Obligation émise par African Development Bank ( Cote d'Ivoire ) , en GHS, avec le code ISIN XS2034151923, paye un coupon de 15% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/07/2023

Pricing Supplement dated 30 July 2019

AFRICAN DEVELOPMENT BANK
Global Debt Issuance Facility
for issues of Notes with maturities of one day or longer

Issue of GHS 60,000,000 15.00 per cent. Fixed Rate Notes
due 1 August 2023 (the "Notes")

This document constitutes the Pricing Supplement relating to the issue of Notes described herein. This
Pricing Supplement constitutes Final Terms for the purposes of listing and trading Notes on the
Regulated Market of the Luxembourg Stock Exchange. Terms used herein shall be deemed to be
defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 8
September 2009, as supplemented by the Supplemental Information Memorandum dated 16 January
2017 (as so supplemented, the Information Memorandum). This Pricing Supplement contains the
final terms of the Notes and must be read in conjunction with such Information Memorandum.
MIFID II product governance/Professional investors and eligible counterparties See item 39 below.
1.
Issuer:
African Development Bank
2.
2
(i) Series Number:
879

(ii) Tranche Number:
1
3.
Specified Currency:
New Ghanaian Cedi (GHS) (provided
that all payments in respect of the Notes
will be made in United States Dollars
(USD)).
4.
Aggregate Nominal Amount:

(i) Series:
GHS 60,000,000 being the equivalent in
GHS of USD 11,194,030 converted at
the prevailing Exchange Rate of GHS
5.36 per USD 1.00 as determined by the
Calculation Agent on the Trade Date.

(ii) Tranche:
GHS 60,000,000 as set out in paragraph
4(i), above.
5.

(i) Issue Price:
98.8672 per cent. of the Aggregate
Nominal
Amount,
converted
in
accordance with paragraph 4(i) above
and payable in USD in the amount of
USD 11,067,224.

(ii) Net proceeds:
USD 11,067,224
6.
Specified Denominations:
GHS 100,000 (also, the Calculation
1

Amount)
7.

(i) Issue Date:
1 August 2019

(ii) Interest Commencement Date:
1 August 2019

(iii) Trade Date:
19 July 2019
8.
Maturity Date:
1 August 2023 (the Scheduled Maturity
Date), subject as provided in paragraph
34.
9.
Interest Basis:
15.00 per cent. Fixed Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
See paragraphs 24, 25 and 34 below
11.
Change of Interest or Redemption/Payment Basis: Not Applicable
12.
Put/Call Options:
Not Applicable
13.
Status of the Notes:
Senior
14.
Listing:
The regulated market of the Luxembourg
Stock Exchange for the purposes of
Directive 2004/39/EC on Markets in
Financial Instruments.
15.
Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16.
Fixed Rate Note Provisions
Applicable

(i) Rate of Interest:
15.00 per cent. per annum payable
annually in arrear in USD in accordance
with paragraph 34 below.

(ii) Interest Payment Date(s):
1 August 2020, 1 August 2021, 1 August
2022 and the Scheduled Maturity Date
(each a Scheduled Interest Payment
Date), subject in each case as provided
in paragraph 34 below.
No adjustment will be made to the Fixed
Coupon Amount

(iii) Fixed Coupon Amount:
The equivalent in USD of GHS 15,000
per Calculation Amount, as determined
by the Calculation Agent in accordance
with (and subject to) paragraph 34
below.

(iv) Broken Amount(s):
Not Applicable
2

(v) Day Count Fraction:
30/360 (unadjusted)

(vi) Determination Date(s):
Not Applicable

(vii) Other terms relating to the method of See paragraph 34
calculating interest for Fixed Rate Notes:

17.
Floating Rate Note Provisions
Not Applicable

18.
Zero Coupon Note Provisions
Not Applicable

19.
Index-Linked Interest Note Provisions
Not Applicable
20.
Dual Currency Interest Note Provisions
Not Applicable

21.
Variable Coupon Amount Notes
Not Applicable
PROVISIONS RELATING TO REDEMPTION

22.
Call Option
Not Applicable

23.
Put Option
Not Applicable

24.
Final Redemption Amount of each Note
The equivalent in USD of GHS 100,000
per Calculation Amount, as determined
by the Calculation Agent in accordance
with (and subject to) paragraph 34
below.
25.
Early Redemption Amount

Early Redemption Amount(s) of each Note The equivalent in USD of GHS 100,000
payable on event of default and/or the method of per Calculation Amount and the accrued
calculating the same (if required or if different interest thereon, as determined by the
from that set out in the Conditions):
Calculation Agent in accordance with
(and subject to) paragraph 34 below.

26.
Variable Redemption Amount Notes
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.
Form of Notes:

Bearer Notes:
Not Applicable

Registered Notes:
Applicable

Registrar and Transfer Agents:
Registrar:
Citibank N.A., Citigroup Centre, Canary
Wharf, London E14 5LB
Transfer Agent:
3

Banque Internationale à Luxembourg
société anonyme, 69 route d'Esch, L-
2953 Luxembourg

(i) DTC Application:
No

(ii) Australian Domestic Notes:
No
28.
Relevant Financial Centre(s) or other special New York City
provisions relating to Payment Dates:
For the purposes of Condition 6,
"Business Day" means a day which is a
Business Day and an Accra Business
Day (each as defined in paragraph 34)
provided that in the case of any
postponement as provided in paragraph
34 that continues for the Deferral Period
(as defined in paragraph 34), a "Business
Day" from and including the Deferral
Period End Date (as defined in paragraph
34) shall be a day (other than Saturday or
Sunday) on which commercial banks and
foreign
exchange
markets
settle
payments and are open for general
business in London and New York City.
29.
Talons for future Coupons to be attached to Not Applicable
Definitive Bearer Notes (and dates on which such
Talons mature):
30.
Details relating to Partly Paid Notes: amount of Not Applicable
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 the Issuer to forfeit the Notes and
interest due on late payment:
31.
Details relating to Instalment Notes: amount of Not Applicable
each instalment, date on which each payment is to
be made:
32.
Redenomination,
renominalisation
and Applicable, in accordance with the
reconventioning provisions:
relevant legislation
33.
Consolidation provisions:
Not Applicable
34.
Other terms or special conditions:

(i) All payments in USD:
Each Fixed Coupon Amount, principal
amount, redemption amount, accrued
interest amount or other amount payable
in respect of the Notes (each a Note
4

Amount) shall, subject as provided
below, be determined by the Calculation
Agent by dividing such Note Amount by
the FX Rate (as defined below).
If the Calculation Agent determines in
consultation with the Issuer that any
Payment
Valuation
Date
is
an
Unscheduled Holiday then (A) the
relevant Payment Date shall be
postponed to the Postponed Payment
Date and (B) such Payment Valuation
Date shall be postponed to the Postponed
Payment Valuation Date, subject to such
postponement being for no longer than
the Deferral Period.
The Calculation Agent will give notice to
the Noteholders, the Issuer and, in the
case of Notes in global form, the
Clearing Systems of (I) any Unscheduled
Holiday on a Payment Valuation Date;
and (II) the applicable Deferral Period
End Date, in each case as soon as
reasonably practicable thereafter.
For the purposes of this Pricing
Supplement:
Accra Business Day means a day (other
than a Saturday or Sunday) on which
banks and foreign exchange markets are
open for general business (including
dealings in foreign exchange and foreign
currency deposits) in Accra.
Business Day means a day (other than
Saturday
or
Sunday)
on
which
commercial banks and foreign exchange
markets settle payments and are open for
general business in London and New
York City.
Calculation Agent means JPMorgan
Chase Bank N.A., London, including its
successors, unless JPMorgan Chase Bank
N.A., London fails to perform any of its
duties or obligations as Calculation
Agent, in which case the Issuer or
another entity appointed by it will act as
Calculation Agent.

Clearing Systems means Euroclear
Bank SA/NV and Clearstream Banking
5

S.A.
Deferral Period means a maximum
period of 14 consecutive calendar days
after the relevant Payment Valuation
Date on which there is first an
Unscheduled Holiday.
Deferral Period End Date means if a
Payment
Valuation
Date
is
an
Unscheduled Holiday, the next following
Valuation Business Day that is not an
Unscheduled Holiday, provided that if
there continues to be an Unscheduled
Holiday on each following day that
would have been a Valuation Business
Day but for the Unscheduled Holiday
and this continues for the Deferral
Period, the Deferral Period End Date
shall be the next following Business Day
after the end of the Deferral Period.
FX Rate means the GHS/USD rate
(expressed as the amount of GHS per one
USD) determined by the Calculation
Agent on the basis of a firm exchange
rate quotation, (expressed as the amount
of GHS to be sold for the purchase of one
USD, where the USD amount is payable
outside the Republic of Ghana) from
three Reference Market Dealers, as
purchasers of GHS and sellers of USD,
in an amount corresponding to the
relevant Note Amount at 10:00 a.m.,
London time (or such other time as the
Calculation Agent shall decide in
consultation with the Issuer) on the
relevant Payment Valuation Date.

The FX Rate shall be determined by the
Calculation Agent in accordance with the
following provisions:

(i) it shall be the lowest (rounded to the
nearest two decimal points, with
0.005 per cent. being rounded up) of
the rates quoted by the Reference
Market Dealers; or

(ii) if less than three Reference Market
Dealers provide such quotations or
the applicable Postponed Payment
Valuation Date is an Unscheduled
Holiday, then the FX Rate for the
6

relevant Payment Valuation Date
shall be determined by the
Calculation Agent, taking into
consideration
all
available
information it deems relevant and
acting in good faith and in a
commercially reasonable manner, in
consultation with the Issuer.

For the avoidance of doubt, the FX Rate
may be such that the resulting USD
amount is zero and in such event no USD
or GHS amount will be payable. For the
avoidance of doubt, the resulting amount
cannot in any circumstances be less than
zero.

Payment Date means:

(i) in relation to interest due on an
Interest Payment Date, the relevant
Scheduled Interest Payment Date;

(ii) the Scheduled Maturity Date; and

(iii) any date on which the Early
Redemption Amount is payable,

in each case subject to postponement as
provided above if a Payment Valuation
Date is an Unscheduled Holiday.

Payment Valuation Date means the day
falling two Valuation Business Days
prior to the relevant Payment Date,
subject to postponement as provided
above if a Payment Valuation Date is an
Unscheduled Holiday.

Postponed Payment Date means, in the
case of any Payment Date in respect of
which the related Payment Valuation
Date is an Unscheduled Holiday and is
postponed as provided above, the second
Business Day immediately following the
relevant Deferral Period End Date.

Postponed Payment Valuation Date
means, in the case of any Payment
Valuation Date that is an Unscheduled
Holiday and is postponed as provided
above, the day that is two Valuation
Business Days prior to the relevant
Postponed Payment Date.
7

Reference Market Dealers means any
three leading dealers, banks or banking
corporations, which deal in GHS,
selected by the Calculation Agent in
consultation with the Issuer.

Unscheduled Holiday means a day that
is not an Accra Business Day and the
market is not aware of such fact (by
means of a public announcement or by
reference to other publicly available
information) until a time later than 9:00
a.m. local time in Accra two Accra
Business Days prior to the relevant
Payment Valuation Date.

Valuation Business Day means a day
which is a Business Day and an Accra
Business Day.

(ii)
Representations,
Warranties
and An investor purchasing the Notes will be
Acknowledgments by the investor:
deemed to represent and warrant that:

(a) (a) the investor acknowledges and
accepts all risks including, but not

limited to, foreign exchange, credit,
sovereign, convertibility and/or

country risks, and any other risks
associated
with
purchasing,

investing in and/or holding the
Notes;

(b) the
investor
has
sufficient

knowledge,
experience
and
professional advice to make and has

made and will continue to make its
own legal, tax, accounting and other

business evaluations of the merits

and risks of investment in the Notes
and is not relying on the views or

the advice of, or any information
with respect to the Notes provided

by the Issuer in that regard;

(c) the investor has full legal power and
authority to purchase and invest in

the Notes;

(d) the purchase of the Notes and
receipt of any payment of principal

or interest thereunder does not
violate or conflict with any law
applicable to the investor, any
8

provision
of
the
investor's

constituting documents, any order
of any court or other governmental

agency applicable to the investor, or
any contractual restriction binding

on the investor or affecting its
assets;

(e) the investor is purchasing the Notes

for the investor's own account and
no other person shall have an

interest in the Notes; and

(f) the investor is solely responsible for
making its own independent
appraisal of the Issuer and of risks
associated with investing in the
Notes.

(iii) Settlement Conditions:
For purposes of these Notes and subject
to paragraphs 24, 25 and 34(i) above, all
settlements are in USD.
35.
Governing law:
English Law
DISTRIBUTION
36.

(i) If syndicated, names of Managers:
Not Applicable

(ii) Stabilising Manager (if any):
Not Applicable
37.
I f non-syndicated, name of the Dealer:
J.P. Morgan Securities plc
38.

Additional selling restrictions:
None
39.

MIFID II product governance/Professional The Issuer is not subject to Directive
investors and eligible counterparties:
2014/65/EU (as amended, MiFID II) or
the requirements of an "investment firm",
"manufacturer" or "distributor" under the
MiFID II product governance rules of EU
Delegated Directive 2017/593. For the
purposes of MiFID II, the Dealer shall be
deemed the "manufacturers" in respect of
the Notes. 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,
subject to the distributor's suitability and
9

appropriateness obligations under MiFID
II,
as
applicable.
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 MiFID
II 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, subject to the distributor's
suitability
and
appropriateness
obligations
under
MiFID
II,
as
applicable.
OPERATIONAL INFORMATION
40.
I SIN:
XS2034151923
41.

Common Code:
203415192
42.

Any clearing system(s) other than Euroclear and Not Applicable
Clearstream, Luxembourg and the relevant
identification number(s):
43.

Delivery:
Delivery against payment
44.

Changes to the Agent(s) (if any):
Not Applicable
45.

Applicable TEFRA Rules:
Not Applicable
46.

Additional United States Federal Income Tax Not Applicable
Consequences:
47.
I ntended to be held in a manner that would allow No
Eurosystem eligibility:
LISTING APPLICATION
This Pricing Supplement comprises the final terms required for issue and admission to trading on the
Regulated Market of the Luxembourg Stock Exchange and admission to trading on the Official List of
the Luxembourg Stock Exchange of the Notes described herein pursuant to the Global Debt Issuance
Facility of the African Development Bank.
NO MATERIAL ADVERSE CHANGE
There has been no material adverse change in the financial position of the Issuer since 31 December
2018.

10