UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C. 20549
REPORT OF
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT
In respect of the issue of
U.S.$50,000,000 Floating Rate Global Notes due 20 February 2028 (to be consolidated and form a single series with the Bank’s
U.S.$750,000,000 Floating Rate Global Notes due 20 February 2028 issued on 20 February 2024, the Bank’s U.S.$50,000,000 Floating
Rate Global Notes due 20 February 2028 issued on 8 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due
20 February 2028 issued on 11 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 20 February 2028 issued
on 14 March 2024, the Bank’s U.S.$125,000,000 Floating Rate Global Notes due 20 February 2028 issued on 19 March 2024, the
Bank’s U.S.$50,000,000 Floating Rate Global Notes due 20 February 2028 issued on 21 March 2024, the Bank’s U.S.$150,000,000
Floating Rate Global Notes due 20 February 2028 issued on 27 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global
Notes due 20 February 2028 issued on 11 April 2024 and the Bank’s U.S.$45,000,000 Floating Rate Global Notes due 20 February
2028 issued on 18 April 2024)
by the European Bank for Reconstruction
and Development pursuant to its
EUR 45,000,000,000 Global Medium Term Note Programme
Filed pursuant to Rule 3 of Regulation EBRD
Dated 23 April 2024
The following information is filed pursuant to Rule 3 of Regulation EBRD in respect of the issue of the U.S. dollar (“U.S.$”) 50,000,000 Floating Rate Global Notes due 20 February 2028 (the “Notes”) (to be consolidated and form a single series with the Bank’s U.S.$750,000,000 Floating Rate Global Notes due 20 February 2028 issued on 20 February 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 20 February 2028 issued on 8 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 20 February 2028 issued on 11 March 2024 and the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 20 February 2028 issued on 14 March 2024, the Bank’s U.S.$125,000,000 Floating Rate Global Notes due 20 February 2028 issued on 19 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 20 February 2028 issued on 21 March 2024, the Bank’s U.S.$150,000,000 Floating Rate Global Notes due 20 February 2028 issued on 27 March 2024, the Bank’s U.S.$50,000,000 Floating Rate Global Notes due 20 February 2028 issued on 11 April 2024 and the Bank’s U.S.$45,000,000 Floating Rate Global Notes due 20 February 2028 issued on 18 April 2024) of the European Bank for Reconstruction and Development (the “Bank”) pursuant to the Bank’s EUR 45,000,000,000 Global Medium Term Note Programme. As authorized by Rule 4 of Regulation EBRD, certain information is to be provided in the form of an Offering Circular dated 3 July 2012, as supplemented by the Supplementary Offering Circular dated 22 July 2019 and a Pricing Supplement dated 23 April 2024 (together, the “Offering Circular”).
Item 1. Description of Obligations
The Notes, the terms of which are described in the Offering Circular, will constitute direct and unsecured obligations of the Bank and will rank pari passu without any preference among themselves, and, subject to certain conditions set forth in the Offering Circular, equally with all its other unsecured and unsubordinated obligations. Citibank, N.A. (the “Agent”) will act as Agent and Registrar of the Bank in respect of the Notes.
Item 2. Distribution of Obligations
Further to a Purchaser’s Confirmation dated 23 April 2024 (the “Purchaser’s Confirmation”) provided by Merrill Lynch International (“Merrill Lynch”) pursuant to a Programme Agreement dated 3 July 2012 (the “Programme Agreement”) Merrill Lynch have agreed to purchase the Notes. The obligations of Merrill Lynch are subject to certain conditions as set forth in the Purchaser’s Confirmation and the Programme Agreement.
Item 3. Distribution Spread
| Price to the Public | Selling Discounts and Commissions | Net Proceeds to the Bank | |
|
Per Unit |
100.139% |
0.035% |
100.104% |
|
Total |
U.S.$50,069,500 (1) |
U.S.$17,500 |
U.S.$50,052,000 (1) |
_______________________________
(1) Plus 65 days' accrued interest on the principal amount of the Notes from and including 20 February 2024 to but excluding 25 April 2024 in the amount of U.S.$511,500, such that the aggregate net proceeds to the Bank will be U.S.$50,563,000.
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Item 4. Discounts and Commissions to Sub-Underwriters and Other Dealers
None.
Item 5. Other Expenses of Distribution
Merrill Lynch has agreed to pay the fees and expenses of its own legal advisers, the fees and expenses of Cleary Gottlieb Steen & Hamilton LLP, legal advisers to the Bank in connection with the necessary United States filing, the fees and expenses of the Agent and any paying agents, all expenses in connection with the issue, authentication, packaging and initial delivery of the Notes and preparation of the registered notes, the preparation and printing of the Notes (except any definitive notes), the relevant Pricing Supplement and any amendments or supplements thereto, if any, and the cost of any publicity agreed by the Bank in connection with the issue of Notes, as set forth in the Purchaser’s Confirmation.
Item 6. Application of Proceeds
The net proceeds to the Bank from the sale of the Notes will be included in the ordinary capital resources of the Bank and used in its ordinary operations as described in the Offering Circular.
Item 7. Exhibits
| (a) | The Deed of Covenant dated 3 July 2012.* |
| (b) | Copy of an opinion of counsel as to the legality of the Notes dated 3 July 2012.* |
*Previously filed with the Securities and Exchange Commission on 17 July 2012.
** Previously filed with the Securities and Exchange Commission on 27 August 2019.
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