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Eastern and Southern African Trade and Development Bank

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Eastern and Southern African Trade and Development Bank EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK U.S.$ 2,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme (the "Programme") described in this preliminary base prospectus (the "Base Prospectus"), the Eastern and Southern African Trade and Development Bank (the "Issuer", "TDB" or the "Bank"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes" on the terms and conditions set out herein, as completed by the relevant Final Terms). The aggregate nominal amount of Notes outstanding under the Programme will not at any time exceed U.S.$ 2,000,000,000 (or the equivalent in other currencies), subject to increase as described herein. This Base Prospectus is a base prospectus under Art 5(4) of Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and to any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an on-going basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer be to all Dealers agreeing to subscribe such Notes. This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank of Ireland") as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union ("EU") law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list (the "Official List") and to trading on its regulated market. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU, as amended (each such regulated market being a "MiFID Regulated Market") and/or which are to be offered to the public in any member state of the European Economic Area (each a "Member State"). References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the regulated market of the Euronext Dublin and have been admitted to the Official List or, as the case may be, another MiFID Regulated Market as may be specified in the applicable Final Terms. The Issuer may make an application for such listed Notes to also be listed on the Official Market of the Stock Exchange of Mauritius Ltd. For each issue of Notes under the Programme, the information required to complete this Base Prospectus for the relevant issue will be set out in a final terms document (the "Final Terms") or in a separate prospectus specific to such Tranche (as defined herein) (the "Drawdown Prospectus") as described under "Form of Final Terms" which, with respect to Notes to be listed on Euronext Dublin, will be filed with the Central Bank of Ireland. Copies of such Final Terms and Drawdown Prospectus will also be published on the Central Bank of Ireland's website at www.centralbank.ie and on Euronext Dublin's website at www.ise.ie. Each Series (as defined in "Overview of the Programme - Method of Issue") of Notes to be issued in global bearer form will be represented on issue by a temporary global note in bearer form (each a "temporary Global Note") or a permanent global note in bearer form (each a "permanent Global Note"). Each series of Notes to be issued in global registered form will be represented on issue by a global certificate (each a "Global Certificate") registered in the name of a nominee for one or more clearing systems. If the Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") or new safekeeping structure ("NSS") form, the Global Notes in NGN form or Global Certificates in NSS form (as the case may be) will be delivered on or prior to the issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates which are not issued in NSS form will be deposited on the issue date of the relevant Series with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary"). The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). Unless they are so registered, the Notes may be offered only in transactions that are exempt from registration under the U.S. Securities Act. Accordingly, the Notes are being offered outside the United States in accordance with Regulation S under the U.S. Securities Act ("Regulation S"). See "Subscription and Sale". The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Summary of Provisions Relating to the Notes while in Global Form". The Issuer has been rated "BB+" by Fitch Ratings Limited ("Fitch") and "Baa3" by Moody's Investors Service Ltd ("Moody's"). The Issuer has also received an international long-term rating of BBB- from Global Credit Rating Company (Pty) Ltd ("GCR"). Each of Fitch and Moody's is established in the European Union (the "EU"), domiciled in the United Kingdom, and is included in the list of credit rating agencies registered in accordance with Regulation (EC) No. 1060/2009 on Credit Rating Agencies as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"). GCR was incorporated and is domiciled in South Africa, it is not established in the European Union. GCR is not included in the list of credit rating agencies registered in accordance with Regulation (EC) No. 1060/2009 on Credit Rating Agencies as amended by Regulation (EU) No. 513/2011 This list is available on the ESMA website (www.esma.europa.eu/supervision/credit-rating-agencies/risk) (last updated 18 March 2019). Tranches of Notes (as defined in "Overview of the Programme - Method of Issue") to be issued under the Programme may be rated or unrated. Tranches of Notes to be issued under the Programme may be rated by Standard and Poor's Rating Services ("S&P"). Where a Tranche of Notes is to be rated such rating will not necessarily be the same as the ratings assigned to the Issuer. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus. Arrangers and Dealers Citigroup Commerzbank Emirates NBD Capital MUFG SMBC Nikko Standard Chartered Bank The date of this Base Prospectus is 14 May 2019 226149-4-2-v22.0 73-40684447 The Issuer accepts responsibility for the information contained in this Base 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 Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. No person has been authorised to give any information or to make any representation other than those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such other information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arrangers (as defined in "Overview of the Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented, or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Neither the issue of this Base Prospectus nor the issue, subscription, offering and sale of the Notes constitutes a waiver by the Issuer or by any of its members, directors, officers or employees of any of the rights, immunities, privileges or exemptions conferred upon any of them by the Charter of the Eastern and Southern African Trade and Development Bank (the "Charter"). The Issuer is, however, amenable to suit in respect of its obligations under the Notes in accordance with the Terms and Conditions of the Notes. MiFID II product governance / target market – The Final Terms in respect of any Notes will include a legend entitled "MiFID II product governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
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