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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/18/19 Council of Europe Dev Bank FWP 1:28K Council of Europe Dev Bank Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: FWP Free-Writing Prospectus HTML 16K
FWP |
Filed pursuant to Rule 433
Registration Statement No. 333-166746
Explanatory Note: This Rule 433 filing is being submitted solely to correct a typographical error with respect to the CUSIP number for the 1.750% USD 1.0 billion Global Notes due September 26, 2022 and supersedes the previously submitted Rule 433 filing.
Council of Europe Development Bank
Final Term Sheet – September 17, 2019
1.750% USD 1.0 billion Global Notes due September 26, 2022
Issuer: | Council of Europe Development Bank (CEB) | |
Issuer Ratings:1 | Aa1 – stable (Moody’s) / AAA – stable (S&P) / AA+ – positive (Fitch) | |
Status of the Notes: | Senior, unsecured, unsubordinated | |
Currency/Size: | USD 1,000,000,000.00 | |
Pricing: | September 17, 2019 | |
Settlement: | September 24, 2019 (T+5) | |
Maturity: | September 26, 2022 | |
Interest Payment Dates: | March 26 and September 26 of each year, with the Notes bearing interest from September 24, 2019, with the initial interest payment being made on March 26, 2020 | |
Coupon: | 1.750% per annum, paid semi-annually in arrears, 30/360, following, unadjusted | |
Reoffer Spread vs. Midswaps: | m/s +11 bps | |
Reoffer Spread vs. Benchmark: | +6.35 bps | |
Reoffer Price: | 100% | |
Reoffer Yield: | 1.750% (semi-annual) |
1 | Ratings are not a recommendation to purchase, hold or sell Notes, in as much as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by the CEB and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the Notes. Each rating should be evaluated independently of any other rating. |
Underwriting Commissions: | 0.100% | |
All-in Price: | 99.900% | |
All-in Yield: | 1.784% (semi-annual) | |
Net Proceeds to the Issuer (Before Expenses): | USD 999,000,000.00 | |
Settlement: | DTC (deliverable through Euroclear and Clearstream) | |
Benchmark: | UST 1.500% due September 15, 2022 | |
Benchmark Yield: | 1.686% (semi-annual) | |
Denominations: | USD 1,000.00 and multiples thereof | |
Leads: | BNP PARIBAS / Morgan Stanley / Nomura / RBC Capital Markets | |
Business Days: | TARGET, London, New York (following unadjusted) | |
Listing: | Expected on Luxembourg Stock Exchange | |
ISIN / CUSIP: | US222213AT75 / 222213 AT7 | |
Documentation: | U.S. SEC-registered debt shelf program | |
Governing Law: | New York law, to the extent that the application of New York law does not derogate from the Third Protocol to the General Agreement on Privileges and Immunities of the Council of Europe of March 6, 1959 or from the Articles of Agreement of the Issuer |
Offers and sales in the United States will be made through Affiliates of the Underwriters that are registered as broker-dealers, acting as U.S. selling agents.
It is expected that delivery of the Notes will occur on or about September 24, 2019, which will be the fifth business day following the initial date of trading of the Notes, such settlement cycle being referred to as “T+5”. Under currently applicable U.S. rules and regulations, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Furthermore, the standard settlement cycle on the Luxembourg Stock Exchange is two business days. Accordingly, purchasers who wish to trade Notes in transactions that are ordinarily scheduled to settle prior to September 24, 2019 will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The Issuer has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained from Morgan Stanley & Co. International plc by calling +1-866-718-1649. The registration statement including the prospectus may also be accessed through the hyperlink http://www.sec.gov/Archives/edgar/data/1472246/000119312510116321/dsb.htm , and the prospectus supplement may be accessed through the hyperlink http://www.sec.gov/Archives/edgar/data/1472246/000119312511122742/d424b3.htm. Information found through hyperlinks from the above hyperlink is not part of this Final Term Sheet.
Notice by the Underwriters to Distributors regarding MiFID II Product Governance
The Underwriters acting in their capacity as manufacturers of the Notes in the meaning of Directive 2014/65/EU and implementing legislation (as amended, “MiFID II”) hereby inform prospective distributors for the purpose of the product governance rules under MiFID II that the target market assessment made by the Underwriters in respect of the Notes in accordance with the product governance rules under MiFID II has led the Underwriters to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate. Any distributor should take into consideration the Underwriters’ 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 Underwriters’ target market assessment), determining appropriate distribution channels and performing the suitability and appropriateness assessment with respect to each client. The Issuer does not fall under the scope of application of MiFID II and, in particular, does not qualify as a manufacturer or distributor for the purposes of MiFID II.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
This ‘FWP’ Filing | Date | Other Filings | ||
---|---|---|---|---|
9/26/22 | ||||
9/15/22 | ||||
3/26/20 | ||||
9/24/19 | ||||
Filed on: | 9/18/19 | FWP | ||
9/17/19 | 18-K/A, FWP | |||
List all Filings |