08/23/2024 | Press release | Distributed by Public on 08/23/2024 11:39
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C. 20549
REPORT OF
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT
In respect of the issue of
TRY 225,000,000 Fixed Rate Notes due 29 January 2027 (to be consolidated and form a single series with the Bank's TRY 2,000,000,000 Fixed Rate Notes due 29 January 2027 issued on 29 January 2024)
by the European Bank for Reconstruction and Development pursuant to its
EUR 60,000,000,000 Global Medium Term Note Programme
Filed pursuant to Rule 3 of Regulation EBRD
Dated 23 August 2024
The following information is filed pursuant to Rule 3 of Regulation EBRD in respect of the issue of the Turkish Lira ("TRY") 225,000,000 Fixed Rate Notes due 29 January 2027 (the "Notes") (to be consolidated and form a single series with the Bank's TRY 2,000,000,000 Fixed Rate Notes due 29 January 2027 issued on 29 January 2024) of the European Bank for Reconstruction and Development (the "Bank") pursuant to the Bank's EUR 60,000,000,000 Global Medium Term Note Programme. As authorized by Rule 4 of Regulation EBRD, certain information is to be provided in the form of an Offering Circular dated 3 July 2012, as supplemented by the Supplementary Offering Circular dated 22 July 2019, the Supplementary Offering Circular dated 13 June 2024 and a Pricing Supplement dated 23 August 2024 (together, the "Offering Circular").
Item 1. Description of Obligations
The Notes, the terms of which are described in the Offering Circular, will constitute direct and unsecured obligations of the Bank and will rank pari passu without any preference among themselves, and, subject to certain conditions set forth in the Offering Circular, equally with all its other unsecured and unsubordinated obligations. Citibank, N.A. will act as Agent and Registrar of the Bank in respect of the Notes.
Item 2. Distribution of Obligations
Further to a Purchaser's Confirmation dated 23 August 2024 (the "Purchaser's Confirmation") provided by Goldman Sachs International ("Goldman Sachs") pursuant to a Programme Agreement dated 3 July 2012 (the "Programme Agreement"), Goldman Sachs has agreed to purchase the Notes. The obligations of Goldman Sachs are subject to certain conditions as set forth in the Purchaser's Confirmation and the Programme Agreement.
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Item 3. Distribution Spread
Price to the Public | Selling Discounts and Commissions | Net Proceeds to the Bank | |
Per Unit | 89.98%(1) | N/A | 89.98%(1) |
Total | TRY 202,455,000(1) | N/A | TRY 202,455,000(1) |
(1) | Plus 212 days' accrued interest on the principal amount of the Notes from and including 29 January 2024 to but excluding 28 August 2024 in the amount of TRY 39,098,250, such that the aggregate net proceeds to the Bank will be TRY 241,553,250 payable in U.S. dollars in the amount of USD 7,131,249.54. |
Item 4. Discounts and Commissions to Sub-Underwriters and Other Dealers
None.
Item 5. Other Expenses of Distribution
Goldman Sachs has agreed to pay the fees and expenses of its own legal advisers; the fees and expenses of Citibank, N.A. and any paying agents; the fees and expenses of Cleary Gottlieb Steen & Hamilton LLP, legal advisers to the Bank in connection with the necessary United States filing; all expenses in connection with the issue, authentication, packaging and initial delivery of the Notes and the preparation of the registered notes, the preparation and printing of the Notes (except any definitive notes), the relevant Pricing Supplement and any amendments or supplements thereto, if any; and the cost of any publicity agreed by the Bank in connection with the issue of the Notes, as set forth in the Purchaser's Confirmation.
Item 6. Application of Proceeds
The net proceeds to the Bank from the sale of the Notes will be included in the ordinary capital resources of the Bank and used in its ordinary operations as described in the Offering Circular.
Item 7. Exhibits
(a) | The Deed of Covenant dated 3 July 2012.* |
(b) | Copy of an opinion of counsel as to the legality of the Notes dated 3 July 2012.* |
(c) | (i) | The Programme Agreement dated 3 July 2012.* |
(ii) | The Purchaser's Confirmation dated 23 August 2024. |
(iii) | The Agency Agreement dated 3 July 2012.* |
(d) | (i) | The Offering Circular dated 3 July 2012.* |
(ii) | The Supplementary Offering Circular dated 22 July 2019.** |
(iii) | The Supplementary Offering Circular dated 13 June 2024.*** |
(iv) | The Pricing Supplement dated 23 August 2024. |
*Previously filed with the Securities and Exchange Commission on 17 July 2012.
** Previously filed with the Securities and Exchange Commission on 27 August 2019.
*** Previously filed with the Securities and Exchange Commission on 1 July 2024.
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