Base Prospectus Principality of Andorra Eur 1,200,000,000
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BASE PROSPECTUS PRINCIPALITY OF ANDORRA EUR 1,200,000,000 Euro Medium Term Note Programme ___________________________________ This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority under Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"), as a base prospectus issued in compliance with the EU Prospectus Regulation and the Luxembourg law dated 16 July 2019 on prospectus for securities (the "Prospectus Law") for the purpose of giving information with regard to the issue of notes ("Notes") issued under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus during the period of twelve months after the date hereof. The CSSF only approves the Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer nor as an endorsement of the quality of any Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in such Notes. Moreover, in the context of such approval, the CSSF neither assumes any responsibility nor gives any undertakings as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 6(4) of the Prospectus Law. This Base Prospectus is valid for a period of twelve months from the date of approval and, for the avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus after the end of its twelve month validity period. This Base Prospectus will expire on 23 April 2022. Applications have been made for such Notes to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the regulated market "Bourse de Luxembourg" of the Luxembourg Stock Exchange during the period of twelve months after the date hereof. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "EU MiFID II"). However, the Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer and specified in the relevant Final Terms (as defined below). Tranches of Notes issued under the Programme may be rated. 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 - i - assigning rating agency. The Issuer's long-term debt is rated BBB by S&P Global Ratings Europe Limited ("Standard & Poor's") and BBB+ by Fitch Ratings Ireland Limited ("Fitch"). Standard & Poor's and Fitch are each a credit rating agency established in the EEA and registered under Regulation (EU) No 1060/2009, on credit rating agencies (the "EU CRA Regulation"). Both Standard & Poor's and Fitch appear on the latest update of the list of registered credit rating agencies (as of 4 January 2021) on the ESMA website https://www.esma.europa.eu/ Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its respective obligations under the Notes are discussed under "Risk Factors" below. 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 the Notes are subject to U.S. tax law requirements. The Notes 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 Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. Arrangers Santander Corporate & Investment Banking Crédit Agricole CIB Dealers Andbank BancSabadell d'Andorra Crédit Agricole CIB Crèdit Andorrà MoraBanc Santander Corporate & Investment Banking Vall Banc SA 23 April 2021 - ii - CONTENTS Page IMPORTANT NOTICES .................................................................................................................................. 1 GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................... 6 RISK FACTORS ..............................................................................................................................................11 FINAL TERMS AND DRAWDOWN PROSPECTUSES ..............................................................................23 FORMS OF THE NOTES ................................................................................................................................24 TERMS AND CONDITIONS OF THE NOTES .............................................................................................28 FORM OF FINAL TERMS ..............................................................................................................................62 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .....................72 USE OF PROCEEDS .......................................................................................................................................74 DESCRIPTION OF THE ISSUER...................................................................................................................75 RESPONSE TO COVID-19 .............................................................................................................................85 THE ECONOMY .............................................................................................................................................88 BALANCE OF PAYMENTS AND FOREIGN TRADE .................................................................................93 MONETARY AND FINANCIAL SYSTEM .................................................................................................112 PUBLIC FINANCE .......................................................................................................................................115 PUBLIC DEBT ..............................................................................................................................................118 TAXATION ...................................................................................................................................................120 SUBSCRIPTION AND SALE .......................................................................................................................121 GENERAL INFORMATION ........................................................................................................................124 - iii - IMPORTANT NOTICES Responsibility for this Base Prospectus The Principality of Andorra (the "Principality of Andorra", "Andorra", the "Principality", or the "Issuer") accepts responsibility for the information contained in this Base Prospectus and any Final Terms and declares that, to the best of its knowledge, the information contained in this Base Prospectus is in accordance with the facts and the Base Prospectus makes no omission likely to affect its import. Final Terms/Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. Other relevant information This Base Prospectus must be read and construed together with any supplements hereto and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base Prospectus contains all information which is (in the context of the Programme, the issue, offering and sale 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 are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. Unauthorised information No person has been authorised to give any information or to make