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The Republic of Senegal

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The Republic of Senegal PROSPECTUS NOT FOR GENERAL CIRCULATION IN THE UNITED STATES THE REPUBLIC OF SENEGAL US$500,000,000 6.250% NOTES DUE 2024 ISSUE PRICE: 100% The US$500,000,000 6.250% Notes due 2024 (the Notes) are issued by the Republic of Senegal (the Republic or Senegal). Interest on the Notes will be paid on 30 January and 30 July in each year. The first payment of interest will be made on 30 January 2015 for the period from and including 30 July 2014 to but excluding 30 January 2015. Principal of the Notes is scheduled to be paid on 30 July 2024, but may be paid earlier under certain circumstances as further described herein. The Notes initially will be sold to investors at a price equal to 100% of the principal amount thereof. For a more detailed description of the Notes, see “Conditions of the Notes” beginning on page 17. The Notes have not been and will not be registered under the U.S. 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 (QIBs) (as defined in Rule 144A (Rule 144A) under the Securities Act) in reliance on, and in compliance with, Rule 144A; and (b) outside the United States in reliance on Regulation S (Regulation S) under the Securities Act. Each purchaser of the Notes will be deemed to have made the representations described in “Plan of Distribution” 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. The Notes have not been and will not be registered under the regulations of the West African Economic and Monetary Union (the Union économique et monétaire ouest africaine or WAEMU) or Senegalese financial regulations. Unless they are registered and authorised by the financial regulators of WAEMU and Senegal, the Notes cannot be issued, offered or sold in these jurisdictions. This prospectus (the Prospectus) has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive). The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to Notes that are to be admitted to trading on the regulated market (the Main Securities Market) of the Irish Stock Exchange plc (the Irish Stock Exchange) or on another regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive) or that are to be offered to the public in any member state of the European Economic Area (EU Member States). Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List (the Official List) and trading on its regulated market. This Prospectus constitutes a prospectus for the purpose of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the Prospectus Regulations) (which implement the Prospectus Directive in Ireland). Reference in this Prospectus to being listed (and all date references) shall mean that such Notes have been admitted to trading on the regulated market of the Irish Stock Exchange. The Notes have been rated B1 by Moody’s Investors Service Limited (Moody’s) and B+ by Standard & Poor’s Credit Market Services Europe Limited (Standard & Poor’s). Each of Moody’s and Standard & Poor’s is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Moody’s and Standard & Poor’s is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A security 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 agency. The Notes will initially be represented by two global certificates in registered form (the Global Certificates), one of which will be issued in respect of the Notes offered and sold in reliance on Rule 144A (the Restricted Global Certificate) and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (DTC) and the other of which will be issued in respect of the Notes offered and sold in reliance on Regulation S (the Unrestricted Global Certificate) and will be registered in the name of a nominee of a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). It is expected that delivery of the Global Certificates will be made on 30 July 2014 or such later date as may be agreed (the Closing Date) by the Republic and the Joint Lead Managers (as defined under “Plan of Distribution”). Prospective investors should be aware that none of the statistical information in this Prospectus has been independently verified. AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” ON PAGE 7. Joint Lead Managers & Joint Bookrunners CITIGROUP SOCIÉTÉ GÉNÉRALE STANDARD CHARTERED CORPORATE & INVESTMENT BANK BANKING The date of this Prospectus is 28 July 2014. The Republic accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Republic (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 Republic, 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 and intentions expressed in this Prospectus with regard to the Republic are honestly held by the Republic, have been reached after considering all relevant circumstances and are based on reasonable assumptions. The Joint Lead Managers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Republic in connection with the offering of the Notes. No Joint Lead Manager accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Republic in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Republic to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Republic or any of the Joint Lead Managers. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Republic or any of the Joint Lead Managers that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase the Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Republic. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Republic or any of the Joint Lead Managers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Republic is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the Republic during the life of the Notes or to advise any investor in the Notes of any information coming to their attention.
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