07/26/2024 | Press release | Distributed by Public on 07/26/2024 12:57
Item 1. |
Description of Obligations
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Item 2. |
Distribution of Obligations
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Item 3. |
Distribution Spread
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Price to the Public
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Commissions and
Concessions
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Proceeds to ADB
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Per Unit
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70.8964092%
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0.00%
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70.8964092%
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Total
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PLN428,923,275.66
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PLN0.00
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PLN428,923,275.66
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Item 4. |
Discounts and Commissions to Sub-Underwriters and Dealers
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Item 5. |
Other Expenses of Distribution
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Item
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Amount
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Legal Fees
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U.S.$5,000 *
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Listing Fees (Luxembourg)
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U.S.$3,740 *
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Item 6. |
Application of Proceeds
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Item 7. |
Exhibits
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(a) | (i) | Prospectus relating to the Global Medium-Term Note Program dated 9 December 2020, previously filed under a report of the ADB dated 2 February 2021. |
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(ii) | Pricing Supplement dated 26 July 2024. |
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(b) |
Copy of an opinion of counsel as to the legality of the Notes (to be filed at a later date).
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(c) | (i) |
Standard Provisions relating to the issuance of Notes by the ADB under the Program dated as of 9 December 2020, previously filed under a report of the ADB dated 2 February 2021.
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(ii) |
Terms Agreement dated 26 July 2024.
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(d) | (i) |
Information Statement dated 23 April 2024, previously filed under a report of the ADB dated 23 April 2024.
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(ii) |
Prospectus and Pricing Supplement (see (a) above).
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1.
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Issuer:
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Asian Development Bank ("ADB").
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2.
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Series Number:
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1649-00-2.
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3.
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(i)
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Specified Currency (Condition 1(c)):
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Polish Zloty ("PLN"), being the lawful currency of the Republic of Poland.
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(ii)
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Specified Principal Payment Currency if different from Specified Currency (Condition 1(c)):
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Not applicable.
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(iii)
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Specified Interest Payment Currency if different from Specified Currency (Condition 1(c)):
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Not applicable.
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(iv)
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Alternative Currency (Condition 7(i)) (if applicable):
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In the event of inconvertibility or unavailability of PLN, the Issuer will make the payment of the Final Redemption Amount or any other payments, if any, in Euro at a rate determined by the Calculation Agent in its sole discretion, acting in good faith and in a commercially reasonable manner. Any payment made by the Issuer under such circumstances in Euro shall constitute valid payment and shall not constitute a default in respect of the Notes.
Where:
"Calculation Agent" means JPMorgan Chase Bank, N.A., London Branch.
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4.
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Aggregate Nominal Amount:
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PLN605,000,000.
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5.
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(i)
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Issue Price:
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70.8964092 per cent. of the Aggregate Nominal Amount.
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(ii)
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Net proceeds:
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PLN428,923,275.66.
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6.
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Specified Denominations (Condition 1(a)):
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PLN100,000.
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7.
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(i)
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Issue Date (Condition 5(d)):
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30 July 2024.
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(ii)
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Interest Commencement Date (if different from the Issue Date) (Condition 5(d)):
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Not applicable.
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8.
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Maturity Date or Redemption Month (Condition 6(a)):
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The earlier of (i) 30 July 2030 and (ii) the Optional Redemption Date (as defined in paragraph 21(i) below), subject to paragraph 31 below.
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9.
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Interest Basis (Condition 5):
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Zero Coupon (Condition 5(c)) (further particulars specified below).
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10.
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Redemption/Payment Basis (Condition 6(a)):
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Redemption at par.
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11.
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Change of Interest or Redemption/Payment Basis:
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Not applicable.
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12.
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Put/Call Options (Conditions 6(e) and (f)):
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Call Option (further particulars specified below).
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13.
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Status of the Notes (Condition 3):
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Senior.
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14.
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Listing:
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Luxembourg Stock Exchange.
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15.
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Method of distribution:
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Non-syndicated.
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Provisions Relating to Interest Payable
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16.
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Fixed Rate Note Provisions (Condition 5(a)):
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Not applicable.
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17. |
Floating Rate Note Provisions (Condition 5(b)):
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Not applicable.
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18.
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Zero Coupon/Deep Discount Note Provisions (Conditions 5(c) and 6(c)):
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Applicable.
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(i) |
Amortization Yield:
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5.90 per cent. per annum.
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(ii) |
Reference Price:
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70.8964092 per cent. of the Aggregate Nominal Amount.
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(iii) |
Basis:
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Compounded on an annual basis.
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(iv) |
Day Count Fraction (Condition 5(d)):
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Actual/Actual (ICMA), unadjusted.
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(v) |
Any other formula/basis of determining amount payable:
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See paragraph 24(i) below.
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19. |
Index-Linked Interest Note Provisions:
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Not applicable.
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20. |
Dual Currency Note Provisions:
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Not applicable.
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Provisions Relating to Redemption
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21. |
Call Option (Condition 6(e)):
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Applicable.
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(i) |
Optional Redemption Date(s):
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The Issuer has the right to call the Notes at the Optional Redemption Amount on 30 July of each year, commencing on 30 July 2026 up to and including 30 July 2029, in each case, adjusted in accordance with the applicable Business Day Convention (for payment purposes only).
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(ii) |
Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):
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The Optional Redemption Amount payable on the relevant Optional Redemption Date shall be the amount set out opposite such date in the Annex.
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(iii) |
If redeemable in part:
• Minimum nominal amount to be redeemed:
• Maximum nominal amount to be redeemed:
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Not applicable.
Not applicable.
Not applicable.
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(iv) |
Notice period (if other than as set out in the Conditions):
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Not less than ten (10) Relevant Business Days' notice to the holders of the Notes prior to the relevant Optional Redemption Date.
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22. |
Put Option (Condition 6(f)):
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Not applicable.
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23. |
Final Redemption Amount:
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Aggregate Nominal Amount.
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(i) |
Alternative Payment Mechanism (Conditions 7(a) and (c)):
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Not applicable.
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(ii) |
Long Maturity Note (Condition 7(f)):
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Not applicable.
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(iii) |
Variable Redemption Amount (Condition 6(d)):
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Not applicable.
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24. |
Early Redemption Amount:
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(i) |
Early Redemption Amount(s) 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):
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In the event the Notes become due and payable as provided in Condition 9, the Early Redemption Amount per Specified Denomination shall be equal to the sum of (A) PLN70,896.4092 and (B) the product of 5.90 per cent. per annum (compounded annually) being applied to PLN70,896.4092, from and including the Issue Date to but excluding the earlier of the (i) due date for redemption under Condition 9 (the "Early Redemption Date"); and (ii) Maturity Date. Such calculation shall be made on the basis of the Day Count Fraction set forth in paragraph 18(iv) above.
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(ii) |
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Unmatured Coupons to become void (Condition 7(f)):
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Not applicable.
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Additional General Provisions Applicable to the Notes |
25. |
Form of Notes:
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Registered Notes.
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(i) |
Definitive Registered Notes:
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Registered Global Note available on Issue Date; not exchangeable for individual Definitive Registered Notes.
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(ii) |
New Safekeeping Structure (NSS Form):
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No.
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26. |
Talons for future Coupons to be attached to definitive Bearer Notes (and dates on which such Talons mature):
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Not applicable.
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27. |
Details relating to Partly Paid Notes: 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:
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Not applicable.
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28. |
Details relating to Installment Notes:
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Not applicable.
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29. |
Redenomination, renominalization and reconventioning provisions:
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Not applicable.
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30. |
Consolidation provisions:
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Not applicable.
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31. |
Other terms or special conditions:
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(i) |
Business Day Convention (Condition 5(d)):
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Following Business Day Convention.
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(ii) |
Payment Dates:
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If any date for payment of any principal in respect of the Notes is not a Relevant Business Day, such date shall be adjusted in accordance with the applicable Business Day Convention, and ADB shall not be obliged to make any other payment in respect of such postponed payment.
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(iii) |
Relevant Financial Center:
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Warsaw.
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(iv) |
Additional Business Center(s) (Condition 5(d)):
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London, New York and TARGET Business Day.
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Distribution
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32. | (i) |
If syndicated, names of Managers:
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Not applicable.
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(ii) |
Stabilizing Manager (if any):
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Not applicable.
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(iii) |
Commissions and Concessions:
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0.00 per cent.
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33. |
If non-syndicated, name of Dealer:
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J.P. Morgan Securities plc.
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34. |
Additional selling restrictions:
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The following paragraph shall be deemed to be set out under the heading "Republic of Poland" in the section entitled "Plan of Distribution" in the Prospectus:
"The Dealer acknowledges, represents and agrees that no prospectus concerning the Notes has been subject to the approval of the Polish Financial Supervisory Authority or any other competent Polish authority. Accordingly, the Dealer acknowledges, represents and agrees that it will not offer or sell the Notes in the Republic of Poland ("Poland") by way of a public offer, unless (i) such public offer is exempted from the obligation to produce a prospectus provided under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"), or (ii) the prospectus concerning the Notes is passported to Poland and duly published. In each case, the Notes cannot be offered or sold in Poland unless it is done in compliance with the Prospectus Regulation, the Act on Public Offering and on the Conditions Governing the Introduction of Financial Instruments to an Organised Trading System and Public Companies dated 29 July 2005 (as amended) and any other applicable laws and regulations enacted under these acts or in substitution thereof from time to time."
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Operational Information
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35. | (i) |
ISIN:
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XS2866413938.
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(ii) | CUSIP: | Not applicable. | ||
(iii) | CINS: | Not applicable. | ||
(iv) |
Other: | Not applicable. | ||
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36. | Common Code: | 286641393. | ||
37. |
Details of benchmarks administrators and registration under Benchmarks Regulation:
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Not applicable.
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38. |
Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and DTC and the relevant identification number(s):
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Not applicable.
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39. |
Delivery:
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Delivery against payment.
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40. |
Additional Paying Agent(s) (if any):
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Not applicable.
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41. |
Governing Law:
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English.
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42. |
Intended to be held in a manner which would allow Eurosystem eligibility:
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Not applicable.
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ASIAN DEVELOPMENT BANK
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By:
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/s/ MARIA A. LOMOTAN |
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Name:
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MARIA A. LOMOTAN
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Title:
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Assistant Treasurer
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Optional Redemption Date
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Optional Redemption
Amount in PLN
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Optional Redemption Price
in per cent.
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30 July 2026
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481,029,304.11
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79.50897589%
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30 July 2027
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509,410,033.05
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84.20000546%
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30 July 2028
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539,465,225.00
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89.16780579%
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30 July 2029
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571,293,673.28
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94.42870633%
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J P. MORGAN SECURITIES PLC
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By:
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/s/ Francesca Lester | |
Name: Francesca Lester
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Title: Vice President
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ASIAN DEVELOPMENT BANK
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By:
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/s/ MARIA A. LOMOTAN |
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Name:
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MARIA A. LOMOTAN
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Title:
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Assistant Treasurer
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