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The Kingdom of Bahrain Acting Through the Ministry of Finance U.S.$275,000,000 5.875 Per Cent

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The Kingdom of Bahrain Acting Through the Ministry of Finance U.S.$275,000,000 5.875 Per Cent The Kingdom of Bahrain acting through the Ministry of Finance U.S.$275,000,000 5.875 per cent. Bonds due 26 January 2021 (to be consolidated and form a single series with the U.S.$700,000,000 5.875 per cent. Bonds due 26 January 2021 issued on 24 November 2015) U.S.$325,000,000 7.000 per cent. Bonds due 26 January 2026 (to be consolidated and form a single series with the U.S.$800,000,000 7.000 per cent. Bonds due 26 January 2026 issued on 24 November 2015) Issue Price New 2021 Bonds: 99.678 per cent. plus 35 days accrued interest Issue Price New 2026 Notes: 95.533 per cent. plus 35 days accrued interest The U.S.$275,000,000 5.875 per cent. bonds due 26 January 2021 (the "New 2021 Bonds") to be consolidated and form a single series with the existing U.S.$700,000,000 5.875 per cent. bonds due 26 January 2021 issued on 24 November 2015 (the "Existing 2021 Bonds" and together with the New 2021 Bonds the "2021 Bonds"), and the U.S.$325,000,000 7.000 per cent. bonds due 26 January 2026 (the "New 2026 Bonds") to be consolidated and form a single series with the existing U.S.$800,000,000 7.000 per cent. bonds due 26 January 2026 issued on 24 November 2015 (the "Existing 2026 Bonds" and together with the New 2026 Bonds the "2026 Bonds") are issued by the Kingdom of Bahrain acting through the Ministry of Finance (the "Issuer"). The New 2021 Bonds and the New 2026 Bonds are herein collectively referred to as the "New Bonds", the Existing 2021 Bonds and the Existing 2026 Bonds are herein collectively referred to as the "Existing Bonds" and the New Bonds and the Existing Bonds are herein collectively referred to as the "Bonds", in each case except where the context otherwise requires. The relevant New Bonds are intended to be consolidated and form a single series with the relevant Existing Bonds on the New Issue Date (as defined below). The Issuer will pay interest on the New 2021 Bonds semi-annually in arrear on 26 January and 26 July in each year. Interest on the New 2021 Bonds will accrue from, and including, 26 January 2016. The Issuer will pay interest on the New 2026 Bonds semi-annually in arrear on 26 January and 26 July in each year. Interest on the New 2026 Bonds will accrue from, and including, 26 January 2016. Except as set forth herein, payments in respect of the Bonds will be made without any deduction or withholding for or on account of taxes of the Kingdom of Bahrain ("Bahrain") or any political subdivision thereof or any authority therein or thereof having power to tax. Unless previously redeemed or purchased and cancelled, the New 2021 Bonds will be redeemed at their principal amount on 26 January 2021. Unless previously redeemed or purchased and cancelled, the New 2026 Bonds will be redeemed at their principal amount on 26 January 2026. This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") 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 only approves this 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 for the New Bonds to be admitted to the official list (the "Official List") and to trading on the Irish Stock Exchange plc's regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). References in this Prospectus to Bonds being "listed" (and all related references) shall mean that such Bonds have been admitted to the Official List and have been admitted to trading on the Main Securities Market. The New Bonds have not been and will not be registered under 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 U.S. Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws. Accordingly, the New Bonds 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 (such New 2021 Bonds so offered and sold, the "New Rule 144A 2021 Bonds" and such New 2026 Bonds so offered and sold, the "New Rule 144A 2026 Bonds", and together the "New Rule 144A Bonds"); and (b) outside the United States in reliance on Regulation S ("Regulation S") under the Securities Act (such New 2021 Bonds so offered and sold, the "New Regulation S 2021 Bonds" and such New 2026 Bonds so offered and sold, the "New Regulation S 2026 Bonds", and together the "New Regulation S Bonds"). Each purchaser of the New Bonds will be deemed to have made the representations described in "Subscription and Sale" and "Transfer Restrictions" and is hereby notified that the offer and sale of New Bonds to it, if in the United States, 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 New Bonds 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 New Bonds are not transferable except in accordance with the restrictions described under "Subscription and Sale" and "Transfer Restrictions". On 17 February 2016, Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's") downgraded Bahrain's long-term foreign currency sovereign debt rating to BB (Stable Outlook). In December 2015, Fitch Ratings Ltd. ("Fitch") revised the outlook to negative but affirmed Bahrain's long-term foreign currency sovereign debt rating to BBB- and local currency rating to BBB. Each of Standard & Poor's and Fitch is established in the EU, included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and registered under the CRA Regulation. A security 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. The New Bonds will be offered and sold in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Each of the New Regulation S 2021 Bonds and the New Regulation S 2026 Bonds will initially be represented by interests in a global unrestricted bond certificate in registered form (the "New 2021 Regulation S Global Bond Certificate" and the "New 2026 Regulation S Global Bond Certificate" respectively, and together, the "New Regulation S Global Bond Certificates"), without interest coupons, which will be deposited with a common depositary for, and registered in the name of a nominee of, Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on 1 March 2016 (the "New Issue Date"). Beneficial interests in the New Regulation S Global Bond Certificates will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. Each of the New Rule 144A 2021 Bonds and the New Rule 144A 2026 Bonds will initially be represented by a global restricted bond certificate in registered form (the "New Rule 144A 2021 Global Bond Certificate" and "New Rule 144A 2026 Global Bond Certificate" respectively, and together, the "New Rule 144A Global Bond Certificates" and, together with the New Regulation S Global Bond Certificates, the "New Global Bond Certificates"), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC") on the New Issue Date. Beneficial interests in the New Rule 144A Global Bond Certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See "Clearing and Settlement". Individual definitive bond certificates in registered form ("Individual Certificates") will only be available in certain limited circumstances as described herein. Prospective investors should be aware that none of the statistical information in this Prospectus has been independently verified. An investment in the New Bonds involves certain risks. For a discussion of these risks, see "Risk Factors". Joint Lead Managers BANK ABC BNP PARIBAS CITIGROUP HSBC J.P. MORGAN The date of this Prospectus is 1 March 2016. IMPORTANT NOTICES This Prospectus comprises a prospectus for the purposes of Article 5 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and the New Bonds. The Issuer accepts responsibility for the information contained in this 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 Prospectus is in accordance with the facts and does not omit anything likely to affect the import and completeness of such information.
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