IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, whether received by e-mail, accessed from an internet page or received as a result of electronic transmission, and you are therefore required to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. The Prospectus has been prepared solely in connection with the proposed offering to certain institutional and professional investors of the securities described herein. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER JURISDICTION WHERE THE OFFER, SALE OR SOLICITATION IS NOT PERMITTED. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, you must be a person who is outside of the United States. The Prospectus is being sent at your request and by accepting the e-mail and/or accessing the Prospectus, you shall be deemed to have represented to us that: (i) you understand and agree to the terms set out herein; (ii) you and any customers you represent are outside the United States; (iii) that the e-mail address to which, pursuant to your request, the Prospectus has been delivered by electronic transmission is not located in the United States for the purposes of Regulation S under the Securities Act; (iv) you consent to delivery of the Prospectus by electronic transmission; (v) you will not transmit the Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with our consent; and (vi) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to subscribe for or purchase any of the securities. The Prospectus is being distributed only to and directed only at: (i) persons who are outside the United Kingdom; or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (iii) high net worth entities and other persons falling within Article 49(2)(a) to (d) of the Order; or (iv) those persons to whom it may otherwise lawfully be distributed in accordance with the Order (all such persons together being referred to as “relevant persons”). The Prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licenced broker or dealer and any underwriter or any affiliate of any underwriter is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such underwriter or such affiliate on behalf of the Issuer in such jurisdiction. The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither of Deutsche Bank AG, London Branch or J.P. Morgan Securities plc (together, the “Joint Lead Managers”) nor any person who controls either of them or any of their respective directors, officers, employees or agents, the Republic of Albania or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. THE REPUBLIC OF ALBANIA €450,000,000 5.75% Notes due 2020 Issue Price: 99.472% The issue price of the €450,000,000 5.75% Notes due 2020 (the “Notes”) of the Republic of Albania (the “Issuer”, the “Republic” or “Albania”) is 99.472% of their principal amount. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 12 November 2020 (the “Maturity Date”). The Notes will bear interest from, and including, 12 November 2015 (the “Issue Date”) at the rate of 5.75% per annum, payable annually in arrear on 12 November in each year, commencing on 12 November 2016. Payments on the Notes will be made in Euros without deduction for, or on account of, taxes imposed or levied by Albania to the extent described under “Terms and Conditions of the Notes—8. Taxation”. This Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. “Prospectus Directive” means Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU). Such approval only relates to Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any member state of the European Economic Area. The Central Bank of Ireland 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 (the “Irish Stock Exchange”) for the Notes to be admitted to the Official List (the “Official List”) and to trading on its main securities market (the “Market”). This Prospectus constitutes a prospectus for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”) (which implement the Prospectus Directive in Ireland). Reference in this prospectus to being “listed” (and all date references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC. The Notes are expected to be assigned a rating of B1 by Moody’s Investors Service Limited (“Moody’s”) and B by Standard and Poor’s Credit Market Services Europe Limited (“S&P”). Each of Moody’s and S&P is established in the EU and registered under Regulation (EC) № 1060/2009 on credit rating agencies (the “CRA Regulation”). Any change in the rating of the Notes may adversely affect the price that a purchaser may be willing to pay for the Notes. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning rating agency. An investment in the Notes involves certain risks. See “Risk Factors” beginning on page 6 of this Prospectus. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction 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. The Notes will be offered and sold in registered form and in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes will initially be represented by a global certificate (the “Global Certificate”), in registered form without interest coupons attached, which will be registered in the name of a nominee of, and delivered to, a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or around the Issue Date. Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their participants. Except as described herein, definitive certificates will not be issued for beneficial interests in the Global Certificate. See “The Global Certificate”. Joint Lead Managers DEUTSCHE BANK J.P. MORGAN This Prospectus is dated 10 November 2015.
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