Form DSTRBRPT EUROPEAN BANK FOR RECONS

July 29, 2024 1:17 PM EDT


 

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
KZT 2,500,000,000 10.50 per cent. Notes due 31 July 2025 (payable in United States Dollars)

 

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 29 July 2024

 

 


 

 

 

The following information is filed pursuant to Rule 3 of Regulation EBRD in respect of the issue of the Kazakh Tenge (“KZT”) 2,500,000,000 10.50 per cent. Notes due 31 July 2025 (payable in United States Dollars) (the “Notes”) 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 29 July 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 29 July 2024 (the “Purchaser’s Confirmation”) provided by J.P. Morgan Securities plc (“J.P. Morgan”) pursuant to a Programme Agreement dated 3 July 2012 (the “Programme Agreement”), J.P. Morgan has agreed to purchase the Notes. The obligations of J.P. Morgan are subject to certain conditions as set forth in the Purchaser’s Confirmation and the Programme Agreement.

 

Item 3. Distribution Spread

 

  Price to the Public Selling Discounts and
Commissions

Net Proceeds to the Bank
       
Per Unit 99.864% N/A 99.864%
       

Total

 

KZT 2,496,600,000(1)

N/A

 

KZT 2,496,600,000(1)

(1)        Payable in United States Dollars in the amount of USD 5,268,755.94.

 

2

 

 

Item 4. Discounts and Commissions to Sub-Underwriters and Other Dealers

None.

 

Item 5. Other Expenses of Distribution

J.P. Morgan has agreed to pay the fees and expenses of its legal advisers; the fees and expenses of Cleary Gottlieb Steen & Hamilton LLP, legal advisers to the Bank in connection with the necessary United States filing; Citibank, N.A. and any paying agents; all expenses in connection with the issue, authentication, packaging and initial delivery of the Notes and preparation of the registered notes, the preparation and printing of the Notes (except 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 29 July 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 29 July 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.

 

3

 

 

ATTACHMENTS / EXHIBITS

THE PURCHASER'S CONFIRMATION DATED 29 JULY 2024

THE PRICING SUPPLEMENT DATED 29 JULY 2024



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