Free Writing Prospectus		Filed Pursuant to Rule 433(d) Registration Statement No. 333-268943

TERM SHEET

Dated May 16, 2023

 

Issuer:

Japan International Cooperation Agency (JICA)

 

Security:

4.000% Guaranteed Bonds due May 23, 2028

 

Expected Rating

S&P: A+

 

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time

 

Guarantee:

Payments of principal and interest are unconditionally and irrevocably guaranteed by Japan

 

Ranking:

Senior unsecured

 

Currency / Principal Amount:

U.S.$1,250,000,000

 

Denomination:

U.S.$200,000 x U.S.$2,000

 

Pricing Date:

May 16, 2023

 

Settlement Date:

May 23, 2023

 

Maturity Date:

May 23, 2028

 

Coupon:

4.000% (Semi-annual, 30/360)

 

Interest Payment Dates:

May 23 and November 23 of each year, commencing November 23, 2023 and ending May 23, 2028

 

Redemption after the Occurrence of a Tax Event:

JICA may redeem all, but not less than all, of the bonds in the event of certain changes relating to Japanese taxation at 100% of the principal amount thereof plus accrued interest thereon and any additional amounts JICA is required to pay, as described in the prospectus

 

Price to Public:

99.628%, plus accrued interest, if any, from May 23, 2023

 

Underwriting Discount:

0.125%

 

Proceeds, before Expenses, to JICA:

99.503%, plus accrued interest, if any, from May 23, 2023

 

Benchmark U.S. Treasury:

3.500% due April 30, 2028

 

Benchmark Yield:

3.531%

 

Spread:

55.2 bps

 

Yield to Investors:

4.083%

 

Joint Lead Managers:

Daiwa Capital Markets Europe Limited

 

Barclays Bank PLC

 

Citigroup Global Markets Limited

 

Morgan Stanley & Co. International plc

Format:

SEC-Registered

 

Clearing Systems:

Euroclear and Clearstream (international global bond held at the common depositary); DTC (DTC global bond)

 

International Global Bond ISIN:

XS2624610098

 

International Global Bond Common Code:

262461009

 

DTC Global Bond ISIN:

US47109LAG95

 

DTC Global Bond Common Code:

262493890

 

DTC Global Bond CUSIP:

47109L AG9

 

Use of Proceeds:

JICA intends to use the net proceeds from the sale of the bonds to finance newly committed or ongoing Eligible Projects of Sustainability Bonds as defined under its Social/Sustainability Bond Framework.

 

Governing Law:

The State of New York

 

Listing:

Expected on Singapore Exchange Securities Trading Limited

You can access JICA’s most recent prospectus satisfying the requirements of Section  10 of the United States Securities Act of 1933, as amended, at the following website:

https://www.sec.gov/Archives/edgar/data/1679198/000119312523141319/d435461d424b5.htm

Each purchaser of the bonds offered hereby will be deemed to have represented that it is a person who falls into the category of (i) or (ii) as set forth on page S-3 of the foregoing prospectus supplement.

JICA has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents JICA has filed with the SEC for more complete information about JICA and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, JICA, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Daiwa Capital Markets Europe Limited at +44-20-7597-8000, Barclays Bank PLC, toll free from the United States at 1-888-603-5847, Citigroup Global Markets Limited, toll free from the United States at +1-800-831-9146 or Morgan Stanley & Co. International plc, toll free from the United States at 1-866-718-1649.

MiFID II and UK MiFIR professionals/ECPs-only – No EEA or UK PRIIPs KID: The manufacturer target markets (MIFID II and UK MiFIR product governance) as assessed by the lead managers are eligible counterparties and professional investors only (all distribution channels). No EEA or UK PRIIPs key information document (KID) will be prepared as not available to retail investors in EEA or in UK. FCA/ICMA stabilisation.

Section 309B Notification: The bonds are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).