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THE REPUBLIC OF RWANDA U.S.$620,000,000 5.500 per cent. Notes due 2031 Issue Price: 100 per cent. The issue price of the U.S.$620,000,000 5.500 per cent. Notes due 2031 (the “Notes”) of the Republic of Rwanda (“Rwanda”, the “Republic” or the “Issuer”) is 100 per cent. of their principal amount. Unless previously redeemed or purchased and cancelled the Notes will be redeemed at their principal amount on 9 August 2031 (the “Maturity Date”). The Notes will bear interest from 9 August 2021 at the rate of 5.500 per cent. per annum payable semi-annually in arrear on 9 February and 9 August in each year commencing on 9 February 2022. Payments on the Notes will be made in US dollars without deduction for or on account of taxes imposed or levied by the Republic of Rwanda to the extent described under “Terms and Conditions of the Notes–Taxation”. This Offering Circular does not comprise a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus Regulation”). Application has been made to the United Kingdom Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (as amended) (the “FCA”) for the Notes to be admitted to a listing on the Official List of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s main market (the “Main Market”). The Main Market is a UK regulated market for the purposes of Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”). The Notes will not be subject to the prospectus requirements of the UK Prospectus Regulation as a result of the Issuer’s status as the government of a state, but will be issued in compliance with applicable Listing Rules of the FCA. The Notes are expected to be rated B+ by S&P Global Ratings Europe Limited (“S&P”) and B+ by Fitch Ratings Limited (“Fitch”). Both of S&P and Fitch are established in the European Economic Area (“EEA”) and registered under Regulation (EU) No 1060/2009, (the “EU CRA Regulation”) and endorsed by S&P Global Ratings Europe Limited and Fitch Ratings Limited which are established in the UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the “UK CRA Regulation”). 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 organisation. AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE 7. The Notes have not been and will not be registered under the United States 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 or sold 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 in compliance with any 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 under the Securities Act (“Rule 144A”)) in reliance on, and in compliance with, Rule 144A (“Rule 144A Notes”); and (b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”) (“Regulation S Notes”). Each purchaser of the Notes will be deemed to have made the representations described in “Subscription and Sale” 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 the Offering Circular nor the Notes are required to be registered or cleared under the regulations of the Rwandan Capital Market Authority (the “Rwandan CMA”). 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 S.A. (“Clearstream, Luxembourg”). It is expected that delivery of the Global Certificates will be made on 9 August 2021 or such later date as may be agreed (the “Closing Date”) by the Issuer and the Joint Bookrunners (as defined under “Subscription and Sale”). Joint Bookrunners Citigroup Deutsche Bank 5 August 2021 IMPORTANT NOTICES The Issuer accepts responsibility for the information contained in this Offering Circular and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Offering Circular to the best of its knowledge 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, having taken all reasonable care and made all reasonable enquiries to ensure that such is the case, this Offering Circular contains all information regarding the Issuer and the Notes which is (in the context of the issue of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Offering Circular on the part of the Issuer are honestly held or made and are not misleading in any material respect; this Offering Circular does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing. The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes other than as contained in this Offering Circular or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by the Issuer or the Joint Bookrunners or any of their respective affiliates. None of the Joint Bookrunners or any of their respective affiliates has independently verified or authorised the whole or any part of 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 Bookrunners or their respective affiliates as to the accuracy or the completeness of the information contained in this Offering Circular or any other information provided by the Issuer in connection with the Notes. No Joint Bookrunner or its respective affiliates accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or in any other information provided by the Issuer in connection with the offering of the Notes or their distribution. Neither this Offering Circular nor any other information supplied in connection with the offering of the Notes constitutes an offer of, or an invitation to subscribe for or purchase, any Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of the Notes shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this Offering Circular, or that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof, or that any other information supplied in connection with the offering, sale or delivery of Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Bookrunners and their respective affiliates expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes nor to advise any investor in the Notes of any information coming to their attention. Offer Restrictions The distribution of this Offering Circular and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Offering Circular and other offering material relating to the Notes, see “Subscription and Sale” and “Transfer Restrictions”. MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all (ii) channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
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