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Government of Barbados OFFERING CIRCULAR Government of Barbados US$65,000,000 6.625% Notes due 2035 Fully fungible and forming a single issue with the Government's US$125,000,000 6.625% Notes due 2035 The US$65,000,000 aggregate principal amount of 6.625% Notes due 2035 (the “Notes”) of the Government of Barbados (the “Government” or, unless the context otherwise requires, “Barbados”) offered by this offering circular are a further issuance of the Government’s US$125,000,000 6.625% Notes due 2035 originally issued on December 5, 2005 (the “existing notes”) and will be consolidated with, and form a single series with, such notes producing a series with an aggregate principal amount of US$190,000,000. The notes offered hereby and represented by an Unrestricted Global Note will have separate temporary CUSIP and ISIN numbers from the existing notes represented by an Unrestricted Global Note for 40 days from the issue date of the notes offered hereby, and, therefore, will not trade fungibly with the existing notes for the first 40 days after this issue date. Thereafter, the notes offered hereby and represented by an Unrestricted Global Note Certificate will trade under the same CUSIP and ISIN numbers as the existing notes represented by an Unrestricted Global Note Certificate and will trade fungibly with the existing notes. The Notes will mature and will be repaid at par on December 5, 2035. Interest on the Notes will be payable semi-annually in arrears in U.S. Dollars on June 5 and December 5 of each year, commencing on December 5, 2006, at a rate of 6.625% per annum, accruing from June 5, 2006. Payments in respect of the Notes will be made without deduction or withholding for or on account of taxes imposed by Barbados to the extent set forth under “Terms and Conditions of the Notes — Taxation.” Application has been made for the Notes to be admitted on the official list of the Luxembourg Stock Exchange and to be admitted for trading on the Euro MTF market. The Notes are represented by the Restricted Global Note Certificate and the Unrestricted Global Note Certificate (as defined under “Terms and Conditions of the Notes — Form, Denomination and Status”). Price: 101.555% plus accrued interest from June 5, 2006 Delivery of the Notes in book-entry form only will be made on or about November 29, 2006. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes are being offered and sold in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”) and in the United States to Qualified Institutional Buyers pursuant to Rule 144A under the Securities Act (“Rule 144A”). Prospective purchasers are hereby notified that the sellers of Notes represented by the Restricted Global Note Certificate may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on resale, see “Transfer Restrictions.” Deutsche Bank Securities The date of this Offering Circular is November 21, 2006. Barbados GrantleyAdams InternationalAirport LOCATION OF BARBADOS - ii - STABILISATION DEUTSCHE BANK SECURITIES INC. FOR ITS OWN ACCOUNT MAY OVER-ALLOT OR EFFECT TRANSACTIONS IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE, WHICH STABILISE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL IN THE OPEN MARKET (BUT IN DOING SO, DEUTSCHE BANK SECURITIES INC. SHALL ACT AS PRINCIPAL AND NOT AS AGENT OF THE ISSUER). SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. SUCH STABILISING SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. ANY LOSS RESULTING FROM THE OVER-ALLOTMENT OR STABILISATION SHALL BE BORNE, AND ANY PROFIT ARISING THEREFROM SHALL BE BENEFICIALLY RETAINED, BY DEUTSCHE BANK SECURITIES INC. - iii - The Government, having made all reasonable enquiries, hereby confirms that as of the date hereof this Offering Circular contains all information that is (in the context of the issue and offering of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein on the part of the Government are honestly held or made and are not misleading in any material respect; that all proper enquiries have been made to ascertain and to verify the foregoing; and that this Offering Circular does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in the light of the circumstances under which they are made, not misleading. The Government accepts responsibility accordingly. The Government has not authorised the making or provision of any representation or information regarding the Government or the Notes other than as contained in this Offering Circular or as approved for such purpose by the Government. Any such representation or information should not be relied upon as having been authorised by the Government, the Manager (as defined under “Subscription and Sale”) or any of its affiliates. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Note shall under any circumstances imply that there has been no change in the condition (financial or otherwise) of the Government since the date hereof. The information contained in this Offering Circular has been provided by the sources identified herein. No representation or warranty, express or implied, is made and no responsibility is accepted by the Manager as to the accuracy or completeness of such information, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by the Manager as to the past or the future. Each offeree, by accepting delivery of this Offering Circular, agrees to the foregoing. The distribution of this Offering Circular and the offering, sale and delivery of the Notes in certain jurisdictions is restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Manager to inform themselves about and to observe such restrictions. This Offering Circular does not constitute, and may not be used for or in connection with, any offer to, or solicitation by, anyone in any jurisdiction in which, or to or by any person to or by whom, such offer or solicitation would be unlawful. Specifically, the Notes will not be registered under the Securities Act and may not be directly or indirectly offered or sold in the United States or for the benefit of a U.S. person (as defined in Regulation S), except to Qualified Institutional Buyers in accordance with Rule 144A. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and the applicable securities laws of the states of the United States. Each person receiving this Offering Circular acknowledges that this Offering Circular does not contain all of the information that would be included in a prospectus for this offering were this offering registered under the Securities Act. See “Subscription and Sale” and “Transfer Restrictions.” The Notes will not be offered or sold in Barbados. Each purchaser of the Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this Offering Circular and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither the Government nor the Manager shall have any responsibility therefor. The Government and the Manager reserve the right to reject any offer to purchase any of the Notes, in whole or in part, for any reason and the right to sell less than the principal amount of the Notes offered hereby or for which any prospective purchaser has subscribed. The offer can be withdrawn at any time before the closing of the issue of the Notes and is specifically made subject to the terms described in this Offering Circular, the Subscription Agreement (as defined herein) and the Notes. This Offering Circular should not be considered as a recommendation by the Government or the Manager that any recipient of this Offering Circular should subscribe or purchase any Notes. Each recipient of this Offering Circular shall be taken to have made its own investigation and appraisal (financial or otherwise) of Barbados. - iv - NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO RESIDENTS OF THE UNITED KINGDOM Deutsche Bank Securities Inc.
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