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Important Notice IMPORTANT NOTICE THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES. THE NOTES WILL BE OFFERED AND SOLD: (A) IN THE UNITED STATES TO PERSONS WHO ARE “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT) (“QIBS”) AND (B) TO PERSONS LOCATED OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)). IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the prospectus following this page (the “Prospectus”) and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached Prospectus is intended for only you as the addressee of the email sent by BNP Paribas, Citigroup Global Markets Limited or J.P. Morgan Securities plc, and you agree you will not forward this electronic transmission or the attached Prospectus to any other person. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A OR (2) OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE COMMUNICATIONS CONTAINED IN THE ATTACHED PROSPECTUS ARE ONLY MADE TO OR ARE DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR (III) HIGH NET WORTH COMPANIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF SUCH ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE ATTACHED PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE ATTACHED PROSPECTUS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ATTACHED PROSPECTUS IS PERSONAL TO YOU AND MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view the attached Prospectus or make an investment decision with respect to the Notes described in the attached Prospectus, you must be (i) outside the United States for the purposes of Regulation S or (ii) a QIB that is acquiring the Notes for its own account or for the account of another QIB. The attached Prospectus is being sent at your request. By accepting the email and accessing, reading or making any other use of this Prospectus, you shall be deemed to have represented to BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan Securities plc, that (1) you understand and agree to the terms set out herein, (2) you and any customers you represent are “Authorized Persons” because either (a) in respect of Notes being offered pursuant to Rule 144A, you are (or the person you represent is) a QIB, and the electronic mail address to which, pursuant to your request, the Prospectus has been delivered by electronic transmission is utilized by someone who is a QIB, or (b) in respect of Notes being offered outside the United States in an offshore transaction pursuant to Regulation S, you and the electronic mail address that you gave to BNP Paribas, Citigroup Global Markets Limited or J.P. Morgan Securities plc, and to which this email has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia, (3) you consent to delivery of the Prospectus by electronic transmission, (4) you will not transmit the Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of the Joint Lead Managers, described in the attached Prospectus and (5) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to subscribe for or purchase any of the Notes. You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person into whose possession such Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the attached Prospectus to any other person and in particular to any United States address. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale to persons other than Authorized Persons to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you are not an Authorized Person and have gained access to this transmission, you will be unable to purchase any of the Notes described in the attached Prospectus. Under no circumstances shall the Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. THE REPUBLIC OF CÔTE D’IVOIRE €850,000,000 5.875% Amortizing Notes due 2031 Issue Price: 99.015% €850,000,000 6.875% Amortizing Notes due 2040 Issue Price: 100.00% The Republic of Côte d’Ivoire (the “Issuer”, the “Republic” or “Côte d’Ivoire”) is offering the €850,000,000 5.875% Amortizing Notes due 2031 (the “2031 Notes”) and the €850,000,000 6.875% Amortizing Notes due 2040 (the “2040 Notes” and, together with the 2031 Notes, the “Notes”, and each a “Series”). The 2031 Notes will, unless previously redeemed or cancelled, be redeemed in three instalments on 17 October 2029, 17 October 2030 and 17 October 2031. The 2040 Notes will, unless previously redeemed or cancelled, be redeemed in three instalments on 17 October 2038, 17 October 2039 and 17 October 2040. The Amortization Amounts (as defined herein) are set out in “Terms and Conditions of the 2031 Notes—7. Redemption and Purchase” and “Terms and Conditions of the 2040 Notes—7. Redemption and Purchase”, respectively. The 2031 Notes will bear interest on their outstanding principal amount from and including 17 October 2019 at the rate of 5.875% per annum payable annually in arrear on 17 October in each year. The 2040 Notes will bear interest on their outstanding principal amount from and including 17 October 2019 at the rate of 6.875% per annum payable annually in arrear on 17 October in each year. The first payment of interest on each Series of Notes will be made on 17 October 2020 for the period from and including 17 October 2019 to but excluding 17 October 2020. Payments on the Notes will be made in Euros, in each case without deduction for or on account of any Ivorian withholding taxes unless the withholding is required by law, in which case the Issuer will, subject to certain exceptions, pay additional amounts, if any, in respect of such taxes as described herein. See “Terms and Conditions of the 2031 Notes—8. Taxation” and “Terms and Conditions of the 2040 Notes—8. Taxation”, respectively. This prospectus (the “Prospectus”) constitutes a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This Prospectus has been approved by the Central Bank of Ireland (the “CBI”), as competent authority under the Prospectus Regulation. The CBI only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. Any website referred to in this document does not form part of the Prospectus and has not been scrutinised or approved by the CBI.
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