Filed pursuant to Rule 433 Dated September 6, 2023 Registration Statement No. 333-261099 |
Asian Infrastructure Investment Bank
Final Term Sheet
U.S.$2,000,000,000 4.875% Notes due 2026
| Issuer: | Asian Infrastructure Investment Bank (“AIIB”) | |
| Issuer Ratings*: | Aaa (stable) (Moody’s) AAA (stable) (S&P) AAA (stable) (Fitch) | |
| Currency/Size: | U.S.$2,000,000,000 | |
| Settlement: | September 14, 2023 (T+6) | |
| Maturity: | September 14, 2026 | |
| Interest Payment Dates: | March 14 and September 14 of each year, commencing on March 14, 2024 | |
| Coupon: | 4.875% (semi-annual) | |
| Reoffer: | 99.735% | |
| Underwriting Commissions: | 0.10% upfront | |
| Yield: | 4.971% s.a. | |
| Benchmark: | UST 4.375% due August 15, 2026 | |
| Spread: | UST + 22.8bps | |
| Denomination: | U.S.$1,000 and integral multiples thereof | |
| Joint Lead Managers: | Bank of Montreal, London Branch, Citigroup Global Markets Limited, Merrill Lynch International and Nomura International plc | |
| Co-Lead Managers: | Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch and Standard Chartered Bank | |
| Governing Law: | New York, except with respect to the authorization, execution, delivery, and performance by AIIB, which shall be governed by the Articles of Agreement of AIIB. | |
| Details of Clearance System and Clearance and Settlement Procedures: | The notes (the “Notes”) will be represented by one or more global note certificates (the “Global Note”) registered in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”). The Global Note will be deposited with a custodian for DTC. Except as described in the prospectus, beneficial interests in the Global Note will be represented through accounts of financial institutions acting on behalf of the beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the Global Note through DTC, if they are participants in DTC, or indirectly through organizations that are participants in DTC. Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”), are indirect participants in DTC, and therefore participants in Euroclear and Clearstream will hold beneficial interests in the Notes indirectly at DTC. Owners of beneficial interests in the Global Note will not be entitled to have Notes registered in their names and will not receive or be entitled to receive physical delivery of definitive Notes (except in certain circumstances). Initial settlement for the Notes will be made in immediately available funds in dollars. | |
| ISIN / CUSIP | ISIN: US04522KAK25 / CUSIP: 04522K AK2 | |
Application will be made to admit the Notes to the official list of the United Kingdom Listing Authority and to the regulated market of the London Stock Exchange.
One or more of the Underwriters may not be a U.S.-registered broker-dealer. All sales of securities in the U.S. will be made by or through a U.S.-registered broker-dealer.
The Issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling: +1-800-294-1322. You can access the registration statement, including the prospectus, at https://www.sec.gov/Archives/edgar/data/1733112/000119312522200815/ d301502dsba.htm and preliminary prospectus supplement at https://www.sec.gov/Archives/ edgar/data/1733112/000119312523228100/d437260d424b5.htm.
Information found through the above hyperlinks is not part of this Final Term Sheet.
It is expected that delivery of the Notes will be made for value on or about September 14, 2023 which will be the sixth business day in the United States following the date of pricing of the Notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, purchases or sales of Notes in the secondary market generally are required to settle within two (2) business days (T+2), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the Notes who wish to trade the Notes on the date hereof or the next three (3) succeeding business days, will be required, because the Notes initially will settle within six (6) business days (T+6) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade on the date hereof or the next three (3) succeeding business days should consult their own legal advisers.
This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply (such persons being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this communication or any of its contents. Any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which this communication relates will only be available to, and will only be engaged with, persons who fall within the manufacturer target market described below.
MiFID II product governance / Retail investors, professional investors and eligible counterparties target market—Solely for the purposes of each EU manufacturer’s product approval process, the Underwriters’ target market assessment in respect of the Notes has led them to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, “MiFID II”) and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Notes to retail clients are appropriate—investment advice, portfolio management, non-advised sales and pure execution services, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the EU manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the EU manufacturers’ target market assessment) and determining appropriate distribution channels.
AIIB does not qualify as an “investment firm,” “manufacturer” or “distributor” for the purposes of MiFID II.
UK MiFIR product governance / Retail investors, professional investors and eligible counterparties target market—Solely for the purposes of each UK manufacturer’s product approval process, the Underwriters’ target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Notes to retail clients are appropriate—investment advice, portfolio management, non-advised sales and pure execution services, subject to the distributor’s suitability and appropriateness obligations under COBS, as applicable. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the UK manufacturer’s target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the UK manufacturers’ target market assessment) and determining appropriate distribution channels.
AIIB does not qualify as an “investment firm”, “manufacturer” or “distributor” for the purposes of UK MiFIR.
The Notes shall be prescribed capital markets products (as defined in the Singapore Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
