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The Republic of Côte D'ivoire

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The Republic of Côte D'ivoire THE REPUBLIC OF CÔTE D’IVOIRE €850,000,000 5.250% Amortizing Notes due 2030 Issue Price: 100.00% €850,000,000 6.625% Amortizing Notes due 2048 Issue Price: 100.00% Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Law on Prospectuses of July 10, 2005, as amended, to approve this document as a prospectus. Application has been made to the Luxembourg Stock Exchange for the €850,000,000 5.250% Amortizing Notes due 2030 (the “2030 Notes”) and the €850,000,000 6.625% Amortizing Notes due 2048 (the “2048 Notes” and, together with the 2030 Notes, the “Notes”, and each a “Series”) of the Republic of Côte d’Ivoire (the “Issuer”, the “Republic” or “Côte d’Ivoire”) to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange (which is a regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”)) and to be listed on the Official List of the Luxembourg Stock Exchange. For the avoidance of doubt, the CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the provisions of Article 7(7) of the Luxembourg Law on Prospectuses of 10 July 2005, as amended. The 2030 Notes will, unless previously redeemed or cancelled, be redeemed in three instalments on 22 March 2028, 22 March 2029 and 22 March 2030. The 2048 Notes will, unless previously redeemed or cancelled, be redeemed in three instalments on 22 March 2046, 22 March 2047 and 22 March 2048. The Amortization Amounts (as defined herein) are set out in “Terms and Conditions of the 2030 Notes—7. Redemption and Purchase” and “Terms and Conditions of the 2048 Notes—7. Redemption and Purchase”, respectively. The 2030 Notes will bear interest on their outstanding principal amount from and including 22 March 2018 at the rate of 5.250% per annum payable annually in arrear on 22 March in each year. The 2048 Notes will bear interest on their outstanding principal amount from and including 22 March 2018 at the rate of 6.625% per annum payable annually in arrear on 22 March in each year. The first payment of interest on each Series of Notes will be made on 22 March 2019 for the period from and including 22 March 2018 to but excluding 22 March 2019. 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 2030 Notes—8. Taxation” and “Terms and Conditions of the 2048 Notes—8. Taxation”, respectively. The Notes are expected to be rated on issuance B+ by Fitch Ratings Ltd. (“Fitch”) and Ba3 by Moody’s Investors Service Ltd. (“Moody’s”). All references to Moody’s and Fitch included in this document are to the entities as defined in this paragraph. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. Each of Moody’s and Fitch is established in the European Union (the “EU”) and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the “CRA Regulation”). An investment in the Notes involves certain risks. Prospective investors should consider the factors described in “Risk Factors” beginning on page 1. The Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes are being offered, sold or delivered: (a) in the United States only to qualified institutional buyers (“qualified institutional buyers”) (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on, and in compliance with, Rule 144A; and (b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Each purchaser of the Notes will be deemed to have made the representations described in “United States Transfer Restrictions” and is hereby notified that the offer and sale of Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after the commencement of the offering, an offer or sale of any of the Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise than in accordance with Rule 144A. Neither this Prospectus nor the Notes are required to be registered or cleared under the regulations of the West African Economic and Monetary Union (Union Economique et Monétaire Ouest Africaine or “WAEMU”) or Côte d’Ivoire financial regulations. Unless they are registered and authorized by the financial regulators of WAEMU and Côte d’Ivoire, the Notes cannot be issued, offered or sold in these jurisdictions. Notes sold in offshore transactions in reliance on Regulation S will be issued initially in the form of registered global note certificates (the “Unrestricted Global Note Certificates”) and Notes sold to qualified institutional buyers in reliance on Rule 144A will be issued initially in the form of registered global note certificates (the “Restricted Global Note Certificates” and together with the Unrestricted Global Note Certificates, the “Global Note Certificates”). Each Global Note Certificate will be deposited with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”), and registered in the name of a nominee for such common depositary. See “Form of Notes”. BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, and Société Générale (the “Joint Lead Managers”) expect to deliver the Notes to purchasers in registered book entry form through the facilities of Euroclear and Clearstream on or about 22 March 2018. See “Subscription and Sale”. Joint Lead Managers and Bookrunners Société Générale BNP Paribas Citigroup Deutsche Bank Corporate & Investment Banking The date of this Prospectus is 20 March 2018. RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of the Issuer, the information contained in this Prospectus is true and accurate in every material respect and is not misleading in any material respect and this Prospectus, insofar as it concerns such matters, does not omit to state any material fact necessary to make such information not misleading. The opinions, assumptions, intentions, projections and forecasts expressed in this Prospectus with regard to the Issuer are honestly held by the Issuer, have been reached after considering all relevant circumstances and are based on reasonable assumptions. Neither the Joint Lead Managers nor any of their respective affiliates have authorised the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts (i) any responsibility or liability as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution or (ii) any responsibility for any act or omission of the Issuer or any other person (other than the relevant Joint Lead Manager) in connection with the issue and offering of the Notes. IMPORTANT NOTICE This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, the “Prospectus Directive”) and for the purposes of the Luxembourg Law on Prospectuses of 10 July 2005, as amended. No person has been authorized to give any information or to make any representation other than those contained in or consistent with this Prospectus in connection with the offering of the Notes (the “Offering”) and, if given or made, such information or representations must not be relied upon as having been authorized by the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. This document may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorized or is unlawful, including to persons in Côte d’Ivoire. See “Subscription and Sale”. Generally, investment in emerging markets such as Côte d’Ivoire is only suitable for sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors are urged to consult their own legal and financial advisers before making an investment in the Notes.
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