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https://sec.report/lux/security/327433
Final Terms dated 19 January 2021
International Bank for Reconstruction and Development
Issue of RUB 7,500,000,000 4.25 per cent. Notes due 22 January 2026
under the
Global Debt Issuance Facility
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the
“Conditions”) set forth in the Prospectus dated May 28, 2008. This document constitutes the Final Terms of
the Notes described herein and must be read in conjunction with such Prospectus.
UK MiFIR product governance / Retail investors, professional investors and ECPs target markets –
See Term 28 below.
SUMMARY OF THE NOTES
1. Issuer: International Bank for Reconstruction and Development
(“IBRD”)
2. (i) Series Number: 101281
(ii) Tranche Number: 1
3. Specified Currency or Currencies Russian Ruble (“RUB”)
(Condition 1(d)):
4. Aggregate Nominal Amount:
(i) Series: RUB 7,500,000,000
(ii) Tranche: RUB 7,500,000,000
5. (i) Issue Price: 99.558 per cent. of the Aggregate Nominal Amount
(ii) Net Proceeds: RUB 7,466,850,000
6. Specified Denominations RUB 10,000
(Condition 1(b)):
7. Issue Date: 22 January 2021
8. Maturity Date (Condition 6(a)): 22 January 2026
9. Interest Basis (Condition 5): 4.25 per cent. Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis Redemption at par
(Condition 6):
11. Change of Interest or Not Applicable
Redemption/Payment Basis:
12. Call/Put Options (Condition 6): Not Applicable
13. Status of the Notes (Condition 3): Unsecured and unsubordinated
14. Listing: Luxembourg Stock Exchange
15. Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions Applicable
(Condition 5(a)):
(i) Rate(s) of Interest: 4.25 per cent. per annum payable annually in arrear
(ii) Interest Payment Date(s): 22 January in each year, from and including 22 January 2022
to and including the Maturity Date, not subject to adjustment
in accordance with a Business Day Convention
(iii) Interest Period Date(s): Each Interest Payment Date
(iv) Business Day Convention: Not Applicable
(v) Day Count Fraction Actual/ Actual (ICMA)
(Condition 5(l)):
(vi) Other terms relating to the Not Applicable
method of calculating interest
for Fixed Rate Notes:
PROVISIONS RELATING TO REDEMPTION
17. Final Redemption Amount of each RUB 10,000 per Specified Denomination
Note (Condition 6):
18. Early Redemption Amount As set out in the Conditions
(Condition 6(c)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
19. Form of Notes (Condition 1(a)): Registered Notes:
Global Registered Certificate available on Issue Date
20. New Global Note: No
21. Financial Centre(s) or other special London, Moscow and New York
provisions relating to payment
dates (Condition 7(h)):
22. Governing law (Condition 14): English
23. Other final terms: The first sentence of Condition 7(a)(ii) is hereby replaced by
the following: "Interest (which for the purpose of this
Condition 7(a) shall include all Instalment Amounts other
than final Instalment Amounts) on Registered Notes shall be
paid to the person shown on the Register at the close of
business on the calendar day before the due date for payment
thereof (the “Record Date”).”
Condition 7(i) is hereby amended by replacing the words “of
the noon buying rate in U.S. dollars in the City of New York
for wire transfers for such Specified Currency as published
by the Federal Reserve Bank of New York on the second
Business Day prior to such payment or, if such rate is not
available on such second Business Day, on the basis of the
rate most recently available prior to such second Business
Day”, with the words: “on the basis of a U.S. dollar/Specified
Currency exchange rate determined by the Calculation Agent
on the second Business Day prior to such payment, or, if the
Calculation Agent determines that no such exchange rate is
available on such second Business Day, on the basis of the
2
exchange rate most recently available prior to such second
Business Day.
In making such determinations, the Calculation Agent will act
in good faith and in a commercially reasonable manner
having taken into account all available information that it
deems relevant”.
DISTRIBUTION
24. (i) If syndicated, names of Not Applicable
Managers and underwriting
commitments:
(ii) Stabilizing Manager(s) (if Not Applicable
any):
25. If non-syndicated, name of Dealer: J.P. Morgan Securities plc
26. Total commission and concession: Not Applicable
27. Additional selling restrictions: Russian Federation
The Notes will not be offered, transferred or sold as part of
their initial distribution or at any time thereafter to or for the
benefit of any persons (including legal entities) resident,
incorporated, established or having their usual residence in
the Russian Federation or to any person located within the
territory of the Russian Federation.
28. UK MiFIR product governance / Regulation (EU) No 600/2014 as it forms part of domestic
Retail investors, professional law by virtue of the European Union (Withdrawal) Act
investors and ECPs target markets: 2018 (“UK MiFIR”) product governance / Retail
investors, professional investors and eligible
counterparties (“ECPs”) target market: Solely for the
purposes of the manufacturer’s product approval process, the
target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible
counterparties (as defined in the United Kingdom Financial
Conduct Authority (the “FCA”) Handbook Conduct of
Business Sourcebook (“COBS”)), professional clients (as
defined in UK MiFIR) and retail clients (as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union
(Withdrawal) Act 2018); and (ii) all channels for distribution
of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a
“distributor”) should take into consideration the
manufacturer’s target market assessment; however, each
distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the “UK
MiFIR Product Governance Rules”) is responsible for
undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturer‘s
target market assessment) and determining appropriate
distribution channels.
3
For the purposes of this Term 28, “manufacturer” means the
Dealer.
IBRD does not fall under the scope of application of UK
MiFIR. Consequently, IBRD does not qualify as an
“investment firm”, “manufacturer” or “distributor” for the
purposes of UK MiFIR.
OPERATIONAL INFORMATION
29. ISIN Code: XS2288097137
30. Common Code: 228809713
31. Delivery: Delivery against payment
32. Registrar and Transfer Agent (if Citibank, N.A., London Branch
any):
33. Intended to be held in a manner No
which would allow Eurosystem
eligibility:
GENERAL INFORMATION
IBRD’s most recent Information Statement was issued on 23 September 2020.
SPECIAL ACCOUNT
An amount equal to the net proceeds of the issue of the Notes will be credited to a special account that will
support IBRD's lending for Eligible Projects. So long as the Notes are outstanding and the special account
has a positive balance, periodically and at least at the end of every fiscal quarter, funds will be deducted from
the special account and added to IBRD's lending pool in an amount equal to all disbursements from that pool
made during such quarter in respect of Eligible Projects.
ELIGIBLE PROJECTS
“Eligible Projects” means all projects funded, in whole or in part, by IBRD that promote the transition to low-
carbon and climate resilient growth in the recipient country, as determined by IBRD. Eligible Projects may
include projects that target (a) mitigation of climate change including investments in low-carbon and clean
technology programs, such as energy efficiency and renewable energy programs and projects ("Mitigation
Projects"), or (b) adaptation to climate change, including investments in climate-resilient growth ("Adaptation
Projects").
Examples of Mitigation Projects include, without limitation:
• Rehabilitation of power plants and transmission facilities to reduce greenhouse gas emissions
• Solar and wind installations
• Funding for new technologies that permit significant reductions in GHG emissions
• Greater efficiency in transportation, including fuel switching and mass transport
• Waste management (methane emission) and construction of energy-efficient buildings
• Carbon reduction through reforestation and avoided deforestation
Examples of Adaptation Projects include, without limitation:
• Protection against flooding (including reforestation and watershed management)
• Food security improvement and stress-resilient agricultural systems which slow down deforestation
• Sustainable forest management and avoided deforestation
4
The above examples of Mitigation Projects and Adaptation Projects are for illustrative purposes only and no
assurance can be provided that disbursements for projects with these specific characteristics will be made by
IBRD during the term of the Notes. Payment of principal and interest, if any, on the Notes will be made from
IBRD’s general funds and will not be directly linked to the performance of any Eligible Projects.
LISTING APPLICATION
These Final Terms comprise the final terms required for the admission to the Official List of the Luxembourg
Stock Exchange and to trading on the Luxembourg Stock Exchange’s regulated market of the Notes described
herein issued pursuant to the Global Debt Issuance Facility of International Bank for Reconstruction and
Development.
RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.