Eastern and Southern African Trade and Development Bank
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EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK (previously known as the Preferential Trade Area Bank “PTA Bank”) Having its addresses at Blue Tower, 2nd Floor, Rue de l’Institut, Ebene, P.O Box 43, Reduit, Mauritius and Chaussee Prince Louis, Rwagasore, P.O. Box 1750 Bujumbura, Burundi. ISE ISIN: XS1827041721 CFI Code: DTFXFR SEDOL: BYXYH05 LEC/I/01/2019 (“TDB” or the “Bank” or the “Issuer”) COVER NOTE TO THE EURO MEDIUM TERM NOTE PROGRAMME OF TDB IN RELATION TO ITS SECONDARY LISTING ON THE OFFICIAL MARKET OF THE STOCK EXCHANGE OF MAURITIUS LTD An application has been made for the secondary listing of USD 500,000,000 4.875 per cent Notes due 23 May 2024 (the “Notes”) issued by TDB, on the Official Market of the Stock Exchange of Mauritius Ltd (“SEM”) by way of an introduction. Accordingly, this document, serves as a cover note (“Cover note”) to the base prospectus (the “Base Prospectus”), hereto attached as Annexure 1, issued by TDB and published on 14 May 2019 in line with its application made to the Irish Stock Exchange for the Notes issued under the USD 2,000,000,000 Euro Medium Term Note Programme (the “Programme”) to be admitted to the Official List and for such Notes to be admitted to trading on Euronext Dublin’s regulated market during a period of 12 months. As at the date of this Cover note, 4.875 per cent Notes worth USD 500,000,000 have been issued by the Bank under the terms of the Programme on 23 May 2019. The final terms of the issue of these Notes (“Final Terms”) are attached to this Cover note as Annexure 2. This Cover note to the Base Prospectus issued at the time of listing of TDB on the Irish Stock Exchange, has been prepared and issued in compliance with Rule 15.21(A) of the SEM Listing Rules in respect of the secondary listing of the Notes on the Official Market of the SEM. This Cover note should be read together with the Base Prospectus and the Final Terms. The listing of the Notes on the Official Market of the SEM is expected to occur on Thursday, 4 July 2019. It is not expected that dealings in the Notes will take place on the Official Market of the SEM on the initial date of listing. However, the Issuer will be making necessary arrangements in order to allow dealings in the Notes to take place as soon as practicable following the listing on the SEM. Those dealings will be done on the SEM as per the provisions of Rule 3.A of the Stock Exchange (Conduct of Trading Operations) Rules 2001. All dealings that take place on the SEM shall be cleared and settled through the Central Depository & Settlement Co. Ltd (CDS) as per section 3(3) of the Securities (Central Depository, Clearing and Settlement) Act 1996. The present document does not constitute an invitation to the public to subscribe for Notes in the Bank. The present Cover note includes particulars given in compliance with the SEM Listing Rules governing the official listing of the Notes. The directors, whose name on page 109 of the Base Prospectus, collectively and individually, accept full responsibility for the accuracy and completeness of the information contained in this Cover note and confirm, having made all reasonable enquiries that to the best of their knowledge and belief there are no facts the omission of which would make any statement herein misleading. The Cover note has been approved by the Listing Executive Committee (“LEC”) of the SEM, in conformity with the SEM Listing Rules, on 14 June 2019. Neither the LEC, nor the SEM, nor the Mauritian Financial Services Commission (“FSC”) assumes any responsibility for the content of this document. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. The Issuer accepts responsibility for the information contained in this document. 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 Cover note and Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Permission has been granted by the LEC on 14 June 2019 for the secondary listing of the Notes on the Official Market of the SEM by way of introduction. Neither the issue of this document 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 Issuer is, however, amenable to suit in respect of its obligations under the Notes in accordance with the Terms and Conditions of the Notes. Copies of the Base Prospectus and of this Cover note have been filed with the FSC. Arrangers and Dealers Mauritian Corporate Finance Advisor 1. Citigroup Global Markets Limited 2. Commerzbank Aktiengesellschaft 3. MUFG Securities EMEA plc 4. Standard Chartered Bank 5. Emirates NBD Bank PJSC 6. SMBC Nikko Capital Markets Limited Date of issue: 17 June 2019 Copies of this Cover note and the Base Prospectus are available in English only and may, from the date of this Cover note, be obtained from the registered office of the Bank and from the office of the Mauritian Corporate Finance Advisor, at Level 4, Alexander House, 35 Cybercity, Ebene 72201, Mauritius. Copies of the Cover note and Base Prospectus will also be published on the SEM’s website (www.stockexchangeofmauritius.com). 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").