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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 European Bank for Reconstruc… Dev DSTRBRPT 3:226K Qes, LLC/FA |
Document/Exhibit Description Pages Size
1: DSTRBRPT Report of European Bank for Reconstruction and HTML 27K
Development
2: EX-99.(C)(II) The Syndication Agreement Dated 11 March 2024 HTML 144K
3: EX-99.(D)(III) The Pricing Supplement Dated 11 March 2024 HTML 56K
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
U.S.$1,000,000,000 4.250 per cent. Global Notes due 13 March 2034
by
the European Bank for Reconstruction and Development pursuant to its
EUR 45,000,000,000 Global Medium Term Note Programme
Filed pursuant to Rule 3 of Regulation EBRD
Dated 11 March 2024
The following information is filed pursuant to Rule 3 of Regulation EBRD in respect of the issue of the U.S. dollar (“U.S.$”) 1,000,000,000 4.250 per cent. Global Notes due 13 March 2034 (the “Notes”) of the European Bank for Reconstruction and Development (the “Bank”) pursuant to the Bank’s EUR 45,000,000,000 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 and a Pricing Supplement dated 11 March 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. (the “Agent”) will act as Agent and Registrar of the Bank in respect of the Notes.
Item 2. Distribution of Obligations
The Bank entered into a Syndication Agreement dated 11 March 2024 (the “Syndication Agreement”) with the joint lead managers (the “Joint Lead Managers”) and the co-managers named therein (the “Co-Managers” and, together with the Joint Lead Managers, the “Managers”) pursuant to a Programme Agreement dated 3 July 2012 (the “Programme Agreement”) with Dealers referred to therein. Under the terms of the Syndication Agreement and the Programme Agreement, the Managers jointly and severally have agreed to purchase the Notes. The obligations of the Managers are subject to certain conditions as set forth in the Syndication Agreement and the Programme Agreement.
Item
3. Distribution Spread
Price to the Public |
Selling Discounts and Commissions |
Net Proceeds to the Bank | |
Per Unit |
99.469% | 0.175% |
99.294% |
Total |
U.S.$994,690,000 |
U.S.$1,750,000 |
U.S.$992,940,000 |
2
Item
4. Discounts and Commissions to Sub-Underwriters and Other Dealers
None.
Item
5. Other Expenses of Distribution
The Joint Lead Managers shall bear and pay all costs and expenses (including legal expenses) incurred
by themselves and the Managers in or in connection with the initial printing of the Notes, the Syndication Agreement and the Pricing
Supplement prepared in connection with the issue of the Notes, the upfront fees and expenses of the Agent, the legal expenses
incurred in relation to the initial listing of the Notes on the Official List of the UK Financial Conduct Authority and the admission
of the Notes to trading on the London Stock Exchange’s Regulated Market, and making initial delivery of the Notes, as set
forth in the Syndication Agreement. The Bank shall bear the cost of its own legal expenses and the listing fees for the initial
listing of the Notes on the Official List of the UK Financial Conduct Authority and the admission of the Notes to trading on the
London Stock Exchange’s Regulated Market.
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 Syndication Agreement dated 11 March 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 Pricing Supplement dated 11 March 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.
3
| This ‘DSTRBRPT’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/11/24 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/27/19 European Bank for Reconstruc… Dev DSTRBRPT 8/28/19 1:1.4M SEC #7 7/16/12 European Bank for Reconstruc… Dev SUPPL 7/16/12 1:1K SEC #7 |