DESCRIPTION OF THE BONDS AND GUARANTEE
The following terms of the bonds and the guarantee of Japan supplement the description of the general terms of our debt securities under “Description of the Debt Securities and Guarantee” in the SEC Base Prospectus. For more information, you should refer to the fiscal agency agreement relating to the bonds, a copy of the form of which is to be filed as an exhibit to an amendment to the JBIC 18-K 2020, on February 3, 2021.
General
The bonds will be issued pursuant to a fiscal agency agreement, dated as of February 2, 2021 (New York City time)/February 3, 2021 (Tokyo time), among us, Japan and MUFG Bank, Ltd., London Branch, as fiscal agent, registrar, principal paying agent and transfer agent. The aggregate principal amount of the bonds will be £250,000,000. The bonds will mature at par on July 22, 2026.
The bonds will bear interest at 0.375% per annum, payable in equal annual installments, accruing from February 9, 2021. The interest payment date is July 22 of each year, commencing July 22, 2021, except that the first payment of interest to be made on July 22, 2021 shall be in respect of the period from and including February 9, 2021 to, but excluding, July 22, 2021, and shall amount to £1.67 per £1,000 principal amount of the bonds.
Interest will be payable to the person in whose name the bond is registered at the close of business, on the International Central Securities Depositaries (ICSD) business day immediately prior to the day the interest payment occurs. Whenever it is necessary to compute interest for a period other than a full year in respect of the bonds, other than with respect to regular annual interest payments, that interest will be calculated on the basis of (i) the actual number of days in the period from and including the date from which interest begins to accrue (the “accrual date”) to but excluding the date on which it falls due, divided by (ii) the actual number of days from and including the accrual date but excluding the next following interest payment date.
If a date for payment of principal or interest on the bonds falls on a day that is not a business day, the related payment of principal, premium, if any, or interest may be made on the next succeeding business day as if made on the date the payment was due and no interest will accrue in respect of such delay.
For purposes of the bonds, “business day” means any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in: (a) the relevant place of payment and (b) The City of New York, London and Tokyo.
Other than as described below under “—Redemption”, we may not redeem the bonds prior to maturity. The bonds will not be subject to a sinking fund.
Japan unconditionally and irrevocably guarantees the payment of principal of, interest on, and any additional amounts of, the bonds.
The bonds will be our direct, unsecured debt securities obligations and rank pari passu and be payable without any preference among themselves and at least equally with all of our other unsecured debt securities obligations from time to time outstanding, which rank senior to our unsecured general obligations not represented by debt securities, provided, however, that certain obligations in respect of national and local taxes and certain preferential rights granted by, among others, the Japanese Civil Code to certain specified types of creditors, such as preferential rights of employees to wages, will have preference.
Additional terms of the bonds and the guarantee of Japan are described in the SEC Base Prospectus under “Description of the Debt Securities and Guarantee”.
MUFG Bank, Ltd., London Branch has its principal corporate office at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9AN. In acting as the fiscal agent for the bonds, MUFG Bank, Ltd., London Branch, is the agent of JBIC and Japan, is not a trustee or agent for the holders of the bonds and does not have the same responsibilities or duties to act for such holders as would a trustee or agent. We may maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the fiscal agent.
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