[PDF] IMPORTANT NOTICE 22 ???. 2021 ?. “BRVM” means Bourse

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IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBs THAT ARE ALSO QPs (AS SUCH TERMS ARE DEFINED BELOW) OR (2) NON-U.S. PERSONS (AS DEFINED BELOW)

LOCATED OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following before continuing. The following applies to the offering circular

(the "Offering Circular") following this page and you are therefore advised to read this page carefully before reading,

accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by

the following terms and conditions, including any modifications to them any time you receive any information from the

Issuer and/or Joint Lead Managers (as defined in the Offering Circular) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR U.S. ADDRESS. ANY SUCH FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR OR THIS TRANSMISSION 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. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE NOTES DESCRIBED IN THE OFFERING

CIRCULAR.

Confirmation of your representation: In order to be eligible to view the Offering Circular or make an investment decision

with respect to the Notes, prospective investors must be either (1) qualified institutional buyers (within the meaning of

Rule 144A ("Rule 144A") under the Securities Act) ("QIBs") that are also qualified purchasers ("QPs") within the

meaning of Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended and the rules and regulations

thereunder (the "Investment Company Act"), or (2) persons who are not U.S. persons (as defined in Regulation S under

the Securities Act ("Regulation S")) located outside the United States.

The Offering Circular is being sent to you at your request, and, by accessing the Offering Circular, you shall be deemed

to have represented to the Issuer and Joint Lead Managers that (1) either (a) you and any customers you represent are

QIBs that are also QPs or (b) you and any customers you represent are non-U.S. persons located outside of the United

States, (2) unless you are a QIB that is also a QP, the electronic mail address that you gave us and to which this

transmission has been delivered is not located in the United States, its territories and possessions, any State of the United

States or the District of Columbia, (3) you are a person who is permitted under applicable law and regulation to receive

the Offering Circular and (4) you consent to delivery of the Offering Circular by electronic transmission.

You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose

possession the Offering Circular 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 Offering Circular to any other person.

The materials relating to this 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 licensed broker or dealer, and the Joint Lead Manager(s) or any affiliate (as defined under Rule 501(b) of Regulation D

under the Securities Act) of the Joint Lead Manager(s) is a licensed broker or dealer in the relevant jurisdiction, the

offering shall be deemed to be made by the Joint Lead Manager(s) or such affiliate on behalf of the Issuer in such

jurisdiction.

The Offering Circular may only be distributed to, and is directed at: (a) persons who are outside the United Kingdom; (b)

persons in the United Kingdom who have professional experience in matters relating to investments falling within article

19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (c) high net worth

entities falling within article 49(2)(a) to (d) of the Order; and (d) other persons to whom it may be lawfully communicated

(all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not

act or rely on this document or any of its contents.

The Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted via this

medium may be altered or changed during the process of electronic transmission, and, consequently, none of the Issuer

and Joint Lead Managers, any person who controls them or any of their directors, officers, employees, agents, or affiliates

accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed

to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers.

BANQUE OUEST AFRICAINE DE DEVELOPPEMENT

750,000,000 2.750% Notes due 2033

Issue Price: 99.066%

Banque Ouest Africaine de Développement (the "Issuer") is offering (the "Offering") ¼750,000,000 2.750% Notes due 2033 (the "Notes").

Application will be made for the Notes to be admitted to the official list of the Luxembourg Stock Exchange and to trading on the Luxembourg

Stock Exchange's regulated market (the "Market"). In this Offering Circular, references to "regulated market" shall mean a regulated market

for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on the markets in financial instruments, and references

to the "Group" refer to the Issuer and its subsidiaries and affiliates.

The Notes will bear an interest at 2.750% , payable annually in arrear on 22 January in each year, commencing on 22 January 2022.

Payments on the Notes will be made without deduction for or on account of any taxes. See "".

The Notes mature on 22 January 2033 (the "Maturity Date") on which date they will be redeemed at their principal amount. The Notes are

subject to redemption in whole (but not in part), at their principal amount, together with accrued interest, at the option of the Issuer at any time

for taxation reasons. The Notes may also be redeemed in whole (but not in part), at their principal amount, together with accrued interest, at

the option of the Issuer at any time from and including the date falling three months prior to the Maturity Date to (but excluding) the Maturity

Date. See "".The Notes are not redeemable otherwise prior to maturity.

This Offering Circular includes information on the terms of the Notes, including redemption prior to maturity and covenants. This Offering

Circular does not constitute a prospectus for the purpose of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and may only be used

for the purpose for which it is published. Accordingly, this document has not been and will not be submitted for approval to any competent

authority within the meaning of the Prospectus Regulation and, in particular, the Luxembourg ("CSSF"), in its capacity as competent authority for the purposes of the Prospectus Regulation. Investing in the Notes involves a high degree of risk. See "".

Notes which are offered and sold in reliance on Regulation S (as defined below) will be represented by beneficial interests in a permanent

global Note certificate (the "Unrestricted Global Note Certificate") in registered form, without interest coupons attached. Notes which are

offered and sold in reliance on Rule 144A (as defined below) will be represented by beneficial interests in a permanent global Note certificate

(the "Restricted Global Note Certificate" and, together with the Unrestricted Global Note Certificate, the "Global Note Certificates") in

registered form, without interest coupons attached. Each of the Global Note Certificates will be registered in the name of Citivic Nominees

Limited as nominee for, and shall be deposited on or about the Issue Date with, a common depositary for Euroclear Bank SA/NV ("Euroclear")

and Clearstream Banking, S.A.("Clearstream"). The Notes will be issued in denominations of ¼100,000 and integral multiples of ¼1,000 in

excess thereof. See ""Interests in the Restricted Global Note Certificate will be subject to certain restrictions on transfer. See ""Beneficial interests in the Global Note

Certificates will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream and their

participants. Except as described herein, certificates for Notes will not be issued in exchange for beneficial interests in the Global Note

Certificates.

THE NOTES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER

JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR

INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS

SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")), EXCEPT

PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT") IN RELIANCE UPON THE EXCEPTION PROVIDED BY SECTION 3(C)(7) THEREOF. THE NOTES MAY BE OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS AS DEFINED IN AND IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND (II) IN THE UNITED STATES TO PURCHASERS THAT ARE QUALIFIED INSTITUTIONAL BUYERS ("QIBs"), AS DEFINED IN RULE 144A ("RULE 144A")

UNDER THE SECURITIES ACT, THAT ARE ALSO QUALIFIED PURCHASERS ("QPs"), AS DEFINED IN SECTION

2(A)(51)(A) OF THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER, IN EACH CASE

ACTING FOR THEIR OWN ACCOUNT OR THE ACCOUNT OF ONE OR MORE QIBs THAT ARE ALSO QPs IN RELIANCE

ON AND IN COMPLIANCE WITH RULE 144A. See "".

The Issuer may be a "covered fund" as defined in Section 13 of the Bank Holding Company Act (the "Volcker Rule").While the Issuer does

not believe that an investment in the Notes would constitute an acquisition of an "ownership interest" (as defined in the Volcker Rule's

implementing regulations) in a covered fund, each investor should consult its own advisers concerning the impact of the Volcker Rule on its

investment. See "".

The Notes are expected to be rated Baa1 by Moody's France S.A.S. ("Moody's") and BBB by Fitch Ratings Ireland Limited ("Fitch"). The

Issuer's current long-term rating by Moody's is Baa1 and Fitch is BBB. 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. Each of Fitch and Moody's is established

in the European Union (the "EU´DQGLVLQFOXGHGLQWKHOLVWRIFUHGLWUDWLQJDJHQFLHVUHJLVWHUHGLQDFFRUGDQFHZLWK5HJXODWLRQ(&'

1060/2009 on Credit Rating Agencies, as amended. This list is available on the ESMA website

HSBC J.P. Morgan NATIXIS

The date of this Offering Circular is 20 January 2021. i

TABLE OF CONTENTS

Page

IMPORTANT NOTICE RELATING TO SUSTAINABILITY BONDS ............................................................................ v

GLOSSARY AND CONVENTIONS ................................................................................................................................ vi

LEGAL PERSONALITY, WAIVER OF IMMUNITY AND ENFORCEMENT ............................................................... x

FORWARD-LOOKING STATEMENTS ......................................................................................................................... xii

AVAILABLE INFORMATION ....................................................................................................................................... xiii

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION .......................................................... xiv

GENERAL DESCRIPTION OF THE ISSUER.................................................................................................................. 1

GENERAL DESCRIPTION OF THE OFFERING ............................................................................................................ 8

RISK FACTORS............................................................................................................................................................... 11

TERMS AND CONDITIONS OF THE NOTES .............................................................................................................. 41

USE OF PROCEEDS ....................................................................................................................................................... 55

DESCRIPTION OF THE ISSUER ................................................................................................................................... 57

SELECTED FINANCIAL INFORMATION .................................................................................................................... 90

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS ............................................................................................................... 95

RISK MANAGEMENT ................................................................................................................................................. 126

CAPITALISATION AND INDEBTEDNESS ................................................................................................................ 139

CAPITAL STRUCTURE ................................................................................................................................................ 141

MANAGEMENT AND GOVERNANCE ...................................................................................................................... 145

FORM OF THE NOTES AND TRANSFER RESTRICTIONS ..................................................................................... 153

TAXATION .................................................................................................................................................................... 160

CERTAIN ERISA CONSIDERATIONS ........................................................................................................................ 164

SUBSCRIPTION AND SALE........................................................................................................................................ 166

GENERAL INFORMATION ......................................................................................................................................... 170

ENGLISH LANGUAGE TRANSLATION OF THE REPORT OF THE INDEPENDENT AUDITORS AND CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER

2020 AND ENGLISH LANGUAGE TRANSLATIONS OF THE REPORTS OF THE INDEPENDENT

AUDITORS AND FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2019, 2018 AND

2017 ...................................................................................................................................................................... F-1

ii

The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge of

the Issuer (having taken all reasonable care that such is the case), the information contained in this Offering Circular is in

accordance with the facts and does not omit anything likely to affect the import of such information.

This Offering Circular includes certain statistical and other data, which the Issuer believes are useful in helping investors

to understand the markets in which the Issuer operates. Unless indicated otherwise, these data are based on internal

calculations and estimates and have not been independently verified. Accordingly, no assurance can be given that such

internal calculations and estimates are accurate, and investors should not place undue reliance on such data included in

this Offering Circular. Where information has been extracted from third-party sources, such as, International Monetary

Fund ("IMF") reports, rating agency documents and publications by WAEMU institutions, such as, the BCEAO or the

WAEMU Commission (each, as defined below), the Issuer confirms that such information has been accurately reproduced

and that, so far as it is aware and is able to ascertain from information published by such sources, no facts have been

omitted which would render the reproduced information inaccurate or misleading. Neither the Joint Lead Managers (as defined in "") nor Citicorp Trustee Company Limited (the

"Trustee") nor any of their respective directors, affiliates, advisers or agents has made an independent verification of the

information contained in this Offering Circular in connection with the Offering and no representation or warranty, express

or implied, is made by the Joint Lead Managers, the Trustee or any of their respective directors, employees, affiliates,

advisers or agents with respect to the accuracy or completeness of such information. Nothing contained in this Offering

Circular is, is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the past or

the future, by the Joint Lead Managers, the Trustee or any of their respective directors, employees, affiliates, advisers or

agents in any respect. The contents of this Offering Circular are not, are not to be construed as, and should not be relied

on as, legal, business or tax advice and each prospective investor should consult its own legal and other advisers for any

such advice relevant to it.

No person is authorised to give any information or make any representation not contained in this Offering Circular in

connection with the Offering and, if given or made, such information or representation must not be relied upon as having

been authorised by any of the Issuer, the Trustee or the Joint Lead Managers or any of their respective directors,

employees, affiliates, advisers or agents. The delivery of this Offering Circular does not imply that there has been no

change in the business and affairs of the Issuer since the date hereof or that the information herein is correct as at any time

subsequent to its date.

Neither this Offering Circular nor any other information supplied in connection with the Offering (i) is intended to provide

the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, any of the Joint

Lead Managers or the Trustee or any of their respective directors, employees, affiliates, advisers or agents that any

recipient of this Offering Circular or any other information supplied in connection with the Offering should subscribe for

or purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation

and appraisal of the condition (financial or otherwise) of the Issuer. Neither this Offering Circular nor any other

information supplied in connection with the Offering constitutes an offer or invitation by or on behalf of the Issuer, any

of the Joint Lead Managers or the Trustee to any person to subscribe for or to purchase any Notes.

This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy the Notes by any person in

any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this Offering Circular and

the offer or sale of the Notes in certain jurisdictions is restricted by law. This Offering Circular may not be used for, or in

connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any

circumstance in which such offer or solicitation is not authorised or is unlawful.

In particular, this Offering Circular does not constitute an offer of securities to the public in the United Kingdom.

Consequently this document is being distributed only to, and is directed at (a) persons who are outside the United Kingdom,

(b) persons in the United Kingdom who have professional experience in matters relating to investments falling within

article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the

"Order"), (c) high net worth entities falling within article 49(2)(a) to (d) of the Order, and (d) any other persons to whom

it may be lawfully communicated (all such persons together being referred to as "relevant persons"). Any person who is

not a relevant person should not act or rely on this document or any of its contents. Persons into whose possession this

Offering Circular may come are required by the Issuer and the Joint Lead Managers to inform themselves about and to

observe such restrictions. Further information with regard to restrictions on offers, sales and deliveries of the Notes and

the distribution of this Offering Circular and other offering material relating to the Notes is set out under "

" and "".

This Offering Circular has not been prepared in the context of a public offer in France within the meaning of Article

L. 411-1 of the French , other than to qualified investors (), as defined

in Article 2(e) of the Prospectus Regulation,and, therefore, has not been and will not be submitted for clearance to the

French . Consequently, the Notes are not being offered directly or indirectly to the public iii

in France, other than to qualified investors, and this Offering Circular has not been distributed or caused to be distributed

and will not be distributed or caused to be distributed to the public in France, other than to qualified investors. Offers,

sales and distributions of the Notes have been and shall only be made in France to qualified investors and all in accordance

with Articles L. 411-1 and L. 411-2 of the French , as amended from time to time, and any other applicable French law or regulation.

The Notes have not been, nor will they be, registered under the Securities Act or under the applicable securities laws of

any state of the United States, and the Notes may not be offered or sold, directly or indirectly, within the United States or

to, or for the account or benefit of, any U.S. person (as such terms are defined in Regulation S) except pursuant to an

exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. See "

The Notes may be offered and sold only (i) outside of the United States to persons other than U.S. persons as defined in

and in accordance with Regulation S and (ii) in the United States to purchasers that are QIBs that are also QPs, in each

case acting for their own account or the account of one or more QIBs that are also QPs in reliance on and in compliance

with Rule 144A. Each U.S. purchaser of Notes is hereby notified that the offer and sale of any Notes to it may be being

made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES ANDquotesdbs_dbs50.pdfusesText_50

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