As filed with the Securities and Exchange Commission on December 11, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
UNDER SCHEDULE B
UNDER SCHEDULE B
OF
THE SECURITIES ACT OF 1933
THE SECURITIES ACT OF 1933
European Investment Bank
(Name of Registrant)
98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg
(Address of Registrant)
Name and address of authorized agent in the United States:
Stavros Lambrinidis
Ambassador
Delegation of the European Union to the United States
2175 K Street, N.W.
Washington, D.C. 20037
2175 K Street, N.W.
Washington, D.C. 20037
It is requested that copies of all notices and communications from
the Securities and Exchange Commission be sent to:
the Securities and Exchange Commission be sent to:
|
Philip J. Boeckman, Esq.
Cravath, Swaine & Moore LLP
CityPoint
One Ropemaker Street
London EC2Y 9HR
United Kingdom
|
Kathryn A. Campbell, Esq.
Evan S. Simpson, Esq.
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
|
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective as described herein.
The securities being registered are to be offered on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
|
Title of each class of
securities to be registered(1) |
Amount being
registered(2) |
Proposed maximum
offering price per unit(3) |
Proposed maximum
aggregate offering price(3)(4) |
Amount of
registration fee(5) |
||||
|
Debt Securities
|
$12,000,000,000
|
100%
|
$12,000,000,000
|
$1,309,200
|
|
(1)
|
Title of each class to be determined from time to time.
|
|
(2)
|
Or, if any securities listed above are sold at an original issue discount or denominated in a currency other than United States dollars, such different amount as shall result in an aggregate
public offering price of not more than $12,000,000,000.
|
|
(3)
|
Estimated solely for the purpose of determining the registration fee.
|
|
(4)
|
Exclusive of accrued interest, if any.
|
|
(5)
|
This Registration Statement carries forward $4,027,041,000 aggregate principal amount of securities registered pursuant to Registration Statement No. 333-223825 under Schedule B,
initially filed with the Securities and Exchange Commission on May 16, 2018. The amount of the registration fee has been calculated based on the proposed maximum aggregate offering price of the additional $12,000,000,000 of securities
registered on this Registration Statement.
|
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to the provisions of Rule 429 under the Securities Act of 1933, as amended, the prospectus contained herein also relates to securities having an aggregate principal amount
of $4,027,041,000 registered pursuant to Registration Statement No. 333-223825 under Schedule B and not previously sold in the United States for which the Registrant paid a registration fee of $501,366.60. In the event any previously registered
securities are offered prior to the effective date of this Registration Statement, they will not be included in any prospectus hereunder.
CROSS-REFERENCE SHEET
Pursuant to Rule 404(a) under the Securities Act of 1933, as amended, and Rule 501(b) of Regulation S-K thereunder, the following are cross-references between Schedule B of the Securities Act of
1933, as amended, and this Registration Statement.
|
Schedule B Item
|
Location
|
|
1
|
Cover Page
|
|
2
|
“Use of Proceeds”
|
|
3
|
“The European Investment Bank”; “Where You Can Find More Information”; “Incorporation by
Reference”; “Description of Securities”; Exhibits
|
|
4
|
“The European Investment Bank—Introduction”
|
|
5
|
“The European Investment Bank”; “Where You Can Find More Information”; “Incorporation by
Reference”
|
|
6
|
*
|
|
7
|
“Authorized Representative in the United States”
|
|
8
|
*
|
|
9
|
*
|
|
10
|
*
|
|
11
|
*
|
|
12
|
“Validity of the Securities”; Exhibits
|
|
13
|
Exhibits
|
|
14
|
Exhibits
|
_______
* Information to be provided from time to time in prospectus supplements filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in accordance with Release No. 33-6424.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 11, 2020
PROSPECTUS
European Investment Bank
The European Investment Bank, or “EIB”, from time to time may offer its securities denominated in U.S. dollars, in euro, in another currency of any of the member states of the European Union, in
Japanese yen, or in other currencies to be determined at the time of sale. The maximum aggregate principal amount of securities that may be issued is $16,027,041,000 treating any offering of securities in a currency or currencies other than the U.S.
dollar as the equivalent in U.S. dollars based on the applicable exchange rate at the date of issue.
The securities will be offered from time to time in amounts and at prices and on terms to be determined at the time of sale and to be set forth in supplements to this prospectus. The securities will
be unconditional, direct and general obligations of the EIB in accordance with the terms for their payment and performance. The securities will rank pari passu with any present or future indebtedness of the
EIB represented by any unsubordinated and unsecured notes or bonds.
The specific designation, aggregate principal amount and other terms in connection with the offering and sale of each issue of securities will be set forth in a prospectus supplement. You should
read this prospectus and any prospectus supplement carefully.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , .
1
|
Page
|
|
This prospectus is part of a registration statement of the EIB filed with the Securities and Exchange Commission (the “SEC”), under Schedule B of the U.S. Securities Act of 1933, as amended (the
“Securities Act”), using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar
amount of $16,027,041,000 or the equivalent of this amount in foreign currencies.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.
You should read both this prospectus and any prospectus supplement together with additional information described under the headings “Where You Can Find More
Information” and “Incorporation by Reference” below before you purchase our securities. We have not authorized anyone to provide you with information different from that contained or incorporated by
reference in this prospectus and any prospectus supplement or any “free writing prospectus” prepared by or on behalf of us. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you.
We are not offering to sell these securities or soliciting offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information in this prospectus, any prospectus supplement or any document incorporated by reference therein is accurate or complete at any date other than the date indicated on the cover page of those documents. Our business, financial condition,
results of operations and prospects may have changed since those dates.
References in this prospectus to “we”, “our” or “us” are to the EIB. References to “euro”, “EUR” or “€” are to the single currency of the member states (the “Member States”, and each a “Member
State”) of the European Union (the “EU”) participating in the third stage of the Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended and supplemented from time to time (the “TFEU”). References to
“U.S. dollars”, “USD”, “U.S. $”, “dollar” or “$” are to the lawful currency of the United States.
The registration statement of which this prospectus forms a part, including the attached exhibits and schedules, contains additional relevant information about the securities. The rules and
regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.
While the EIB is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), we file reports and other information with the SEC
under the Exchange Act on a voluntary basis. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov), on which all
our filings made after December 15, 2002 are available.
The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that:
| ● |
we can disclose important information to you by referring you to another document filed separately with the SEC;
|
| ● |
information in a document incorporated by reference in this prospectus is considered to be a part of this prospectus;
|
| ● |
information in this prospectus automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus;
|
| ● |
information in a document incorporated by reference in this prospectus automatically updates and supersedes information in earlier documents that are incorporated by reference in this prospectus; and
|
| ● |
information that we file in the future with the SEC that we incorporate by reference in this prospectus will automatically update and supersede information in this prospectus.
|
This prospectus incorporates by reference the documents listed below that the EIB previously filed with the SEC. They contain important information about us.
|
SEC Filings
|
||
|
Annual Reports on Form 18-K
|
●
|
|
|
●
|
||
|
Amendments on Form 18-K/A
|
●
|
|
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
| ● | Amendment No. 6 to the Annual Report on Form 18-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on October 9, 2019 (File No. 001-05001) |
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
||
|
●
|
The EIB also incorporates by reference in this prospectus all subsequent Annual Reports filed with the SEC on Form 18-K under the Exchange Act, as well as any subsequent amendments thereto filed with
the SEC on Form 18-K/A to the extent such filings, or portions of such filings, indicate that they are intended to be incorporated by reference in this prospectus. Furthermore, the EIB incorporates by reference in this prospectus any other future
filings, or portions of such filings, made with the SEC to the extent such filings, or such portions of such filings, indicate that they are intended to be incorporated by reference in this prospectus.
All filings, or portions of such filings, filed by the EIB pursuant to the Exchange Act after the filing of this Registration Statement and prior to effectiveness of this Registration Statement shall
be deemed to be incorporated by reference into this prospectus to the extent such filings, or such portions of such filings, indicate that they are intended to be incorporated by reference in this prospectus.
Upon written or oral request, we will provide to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, at no cost to such person, a copy of any or all of the
information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may make such a request by writing or telephoning us at the following address or telephone number:
European Investment Bank
Capital Markets Department
98-100, boulevard Konrad Adenauer
L-2950 Luxembourg
Grand Duchy of Luxembourg
Telephone: (+352) 43 79 1
E-mail: investor.relations@eib.org
Capital Markets Department
98-100, boulevard Konrad Adenauer
L-2950 Luxembourg
Grand Duchy of Luxembourg
Telephone: (+352) 43 79 1
E-mail: investor.relations@eib.org
This prospectus and any prospectus supplement and documents incorporated by reference in this prospectus and any prospectus supplement may contain forward-looking statements. Statements that are not
historical facts, including statements about our beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results,
performance or achievements expressed or implied in these forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements and forecasts are reasonable, no assurance can be given that such
expectations will prove to have been correct. Accordingly, actual results could differ materially from those contained in any forward-looking statements. Consequently, you are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or release any revisions to these forward-looking statements in light of new
information or to reflect events or circumstances after the date of the particular statement or to reflect the occurrence of unanticipated events, except to the extent required by applicable law. All subsequent forward-looking statements
attributable to us or any person acting on our behalf are qualified by the cautionary statements herein.
Introduction
The EIB is an autonomous public institution established by the TFEU. The EIB’s capital is subscribed by the Member States of the EU. The EIB has never defaulted on the payment of principal of or
interest on any security issued by it. The EIB grants finance, in particular in the form of loans and guarantees, for investments, utilizing its own capital resources and borrowings on capital markets. The EIB is situated at 98-100, boulevard
Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg. The EIB’s internet address is at http://www.eib.org. Information available on this website is not, and shall not be deemed to be, part of or incorporated by reference into this
prospectus.
Mission
Under the TFEU, the task of the EIB is to contribute, by having recourse to the capital market and utilizing its own resources, to the balanced and steady development of the internal market in the
interest of the EU. For this purpose, operating on a non-profit-making basis, the EIB is required by the TFEU to grant loans and give guarantees in all sectors of the economy for projects which develop the less-developed regions of the EU and, where
the projects are of such size or nature that they cannot be entirely financed from resources available in the individual Member States, for projects which modernize or convert undertakings or develop new activities called for by the establishment or
functioning of the internal market, or which are of common interest to several Member States. In addition, the EIB grants loans and gives guarantees for projects outside the EU, generally within the framework of agreements between the EU and
non-Member States.
Constitution and Membership
The EIB is separate from the EU institutions and it has its own governing bodies, sources of revenues and financial operations and is solely responsible for its indebtedness. The EIB is principally
governed by certain provisions of the TFEU and the Treaty on European Union, as amended and supplemented from time to time (the “TEU”), the Statute of the EIB, as amended and supplemented from time to time (the “Statute”), which is annexed to the
TEU and TFEU as Protocol (No 5) on the Statute of the European Investment Bank, and Protocol (No 7) on the Privileges and Immunities of the European Union, as amended and supplemented from time to time, which is annexed to the TEU and TFEU (the
“Protocol”).
The TFEU establishes the EIB and defines the mission of the EIB. The Statute sets forth the objectives, structure, capital, membership, financial resources, means of intervention and auditing
arrangements of the EIB. The Protocol gives the EIB a range of privileges and immunities considered necessary for the performance by the EIB of its tasks and other functions.
The TFEU provides that the members of the EIB shall be the Member States. As a result, as of the date of this prospectus, the shareholders of the EIB are the 27 Member States of the EU. The
following table sets out the share of each Member State in the subscribed capital of the EIB as of the date of this prospectus:
|
Country
|
Subscribed
Capital
(in EUR)
|
Uncalled / Callable
Capital
(in EUR)
|
Called / Paid-in
Capital
(in EUR)
|
|||||||||
|
Germany
|
46,722,369,149
|
42,555,081,742
|
4,167,287,407
|
|||||||||
|
France
|
46,722,369,149
|
42,555,081,742
|
4,167,287,407
|
|||||||||
|
Italy
|
46,722,369,149
|
42,555,081,742
|
4,167,287,407
|
|||||||||
|
Spain
|
28,033,421,847
|
25,533,049,371
|
2,500,372,476
|
|||||||||
|
Belgium
|
12,951,115,777
|
11,795,972,691
|
1,155,143,086
|
|||||||||
|
Netherlands
|
12,951,115,777
|
11,795,972,691
|
1,155,143,086
|
|||||||||
|
Poland
|
11,366,679,827
|
10,352,856,629
|
1,013,823,198
|
|||||||||
|
Sweden
|
8,591,781,713
|
7,825,458,763
|
766,322,950
|
|||||||||
|
Denmark
|
6,557,521,657
|
5,972,639,556
|
584,882,101
|
|||||||||
|
Austria
|
6,428,994,386
|
5,855,575,961
|
573,418,425
|
|||||||||
|
Finland
|
3,693,702,498
|
3,364,251,741
|
329,450,757
|
|||||||||
|
Greece
|
3,512,961,713
|
3,199,631,688
|
313,330,025
|
|||||||||
|
Portugal
|
2,263,904,037
|
2,061,980,655
|
201,923,382
|
|||||||||
|
Czech Republic
|
2,206,922,328
|
2,010,081,290
|
196,841,038
|
|||||||||
|
Hungary
|
2,087,849,195
|
1,901,628,594
|
186,220,601
|
|||||||||
|
Ireland
|
1,639,379,073
|
1,493,158,667
|
146,220,406
|
|||||||||
|
Romania
|
1,639,379,073
|
1,493,158,667
|
146,220,406
|
|||||||||
|
Croatia
|
1,062,312,542
|
967,562,174
|
94,750,368
|
|||||||||
|
Slovakia
|
751,236,149
|
684,231,479
|
67,004,670
|
|||||||||
|
Slovenia
|
697,455,090
|
635,247,290
|
62,207,800
|
|||||||||
|
Bulgaria
|
510,041,217
|
464,549,338
|
45,491,879
|
|||||||||
|
Lithuania
|
437,633,208
|
398,599,585
|
39,033,623
|
|||||||||
|
Luxembourg
|
327,878,318
|
298,634,014
|
29,244,304
|
|||||||||
|
Cyprus
|
321,508,011
|
292,831,891
|
28,676,120
|
|||||||||
|
Latvia
|
267,076,094
|
243,254,895
|
23,821,199
|
|||||||||
|
Estonia
|
206,248,240
|
187,852,433
|
18,395,807
|
|||||||||
|
Malta
|
122,381,664
|
111,466,131
|
10,915,533
|
|||||||||
|
Total
|
248,795,606,881
|
226,604,891,420
|
22,190,715,461
|
|||||||||
As of February 1, 2020, in accordance with Article 50 of the TEU and the Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the
European Atomic Energy Community (the “Withdrawal Agreement”), the United Kingdom ceased to be a Member State. The withdrawal of the United Kingdom from the EU automatically resulted in the termination of its membership of the EIB and its share of
the EIB’s subscribed capital. Effective February 1, 2020, the share of the United Kingdom in respect of the EIB’s subscribed capital was fully replaced by a pro rata capital increase of the remaining Member
States.
The Withdrawal Agreement contains, among other things, several provisions governing the financial settlement in respect of the EIB as a result of the termination of UK membership of the EIB. In
accordance with the provisions of Article 150 of the Withdrawal Agreement, the United Kingdom remains liable, up to its former share of the subscribed capital in the EIB, for the EIB’s pre-withdrawal exposure. The United Kingdom also remains liable
for other EIB risks provided that such risks are not related to post-withdrawal lending.
In addition, in accordance with the provisions of Article 150 of the Withdrawal Agreement, the EIB shall pay to the United Kingdom an amount equal to the former UK share of the paid-in capital of the
EIB (which stood at EUR 3,495,903,950 immediately prior to the date of withdrawal of the United Kingdom) in twelve annual instalments. The first instalment in the amount of EUR 300,000,000 was paid on October 15, 2020. The following ten
instalments, each equal to EUR 300,000,000, shall be due on or about October 15 of each year starting in 2021. The balance of EUR 195,903,950 shall be due on or about October 15, 2031. Except for such repayment of the UK paid-in capital, the EIB
shall not be obliged to make any other payment, return or remuneration to the United Kingdom in connection with the termination of its membership of the EIB or on account of the retention by the United Kingdom of certain liabilities as described in
the relevant provisions of the Withdrawal Agreement.
The Statute provides that the Member States shall be liable only up to the amount of their share of the capital subscribed and not paid up. The board of directors of the EIB may require payment of
the balance of the subscribed capital, to such extent as may be required by the EIB to meet its obligations. Each Member State shall make this payment in proportion to its share of the subscribed capital.
Administration
The EIB is directed and managed by a board of governors, a board of directors and a management committee. The board of governors consists of government ministers, usually ministers of finance,
appointed by the Member States. The board of governors lays down general directives on the credit policy of the EIB, in accordance with the EU’s objectives, and ensures that such directives are implemented. In addition, the board of governors
decides, among other matters, on increases in the subscribed capital and the EIB’s participation in financing operations outside the EU. Decisions of the board of governors are based on a voting regime ranging from simple majority (representing at
least 50% of the subscribed capital) and qualified majority (requiring 18 votes in favor and 68% of the subscribed capital) to unanimity.
The board of directors is composed of 28 directors and 31 alternate directors, each appointed for a period of five years by the board of governors on nomination by the Member States and the
Commission of the EU. There are also six non-voting experts co-opted to the board of directors. Functions of the board of directors include, but are not limited to, the following: (a) taking decisions in respect of granting finance, in particular
in the form of loans and guarantees, and raising loans; (b) fixing the interest rates on loans granted and the commission and other charges; and (c) ensuring that the EIB is managed in accordance with the provisions of the TFEU and the Statute and
the general directives laid down by the board of governors. Decisions of the board of directors are based on a voting regime ranging from one third of its members (representing at least 50% of the subscribed capital) and qualified majority
(requiring 18 votes in favor and 68% of the subscribed capital) to unanimity. The board of directors may also delegate some of its functions to the management committee.
The management committee consists of the president and vice-presidents appointed for a period of six years by the board of governors on a proposal from the board of directors. The management
committee as the executive body of the EIB is responsible for the day-to-day business of the EIB. The management committee prepares the decisions of the board of directors, in particular, the decisions on the raising of loans and the granting of
finance, in particular in the form of loans and guarantees, and it ensures that such decisions are implemented. The management committee acts by a majority when delivering opinions on proposals for raising loans or granting finance, in particular in
the form of loans and guarantees.
Legal Status
The EIB has a legal personality and possesses in each of the Member States the most extensive legal capacity accorded to legal persons under the laws of each such Member State. It may acquire and
transfer property and sue and be sued in its own name.
The property of the EIB is exempt from all forms of requisition or expropriation. The archives of the EIB are inviolable. The EIB and its assets, revenue and other property are also exempt from all
direct taxes of the Member States. In addition, the EIB is exempt from any fiscal charges in respect of increases in its subscribed capital or paid-in capital and from any related formalities in the Member State in which the EIB has its seat.
Similarly, its dissolution or liquidation will not give rise to any imposition of fiscal charges in the Member States. The activities of the EIB carried out in accordance with the Statute may not be the subject of any turnover tax in the Member
States. Furthermore, the members of the EIB’s organs and its staff are immune from legal proceedings in the territory of each Member State in respect of acts performed by them in their official capacity and continue to enjoy such immunity after they
have ceased to hold office. The EIB is, however, required to waive such immunity wherever it considers that such waiver is not contrary to its interests.
The TFEU provides that the Court of Justice of the European Union having its seat in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving, among other
matters, the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the EIB’s board of governors and the EIB’s board of directors. Subject to the foregoing exclusive jurisdiction of the European
Court of Justice, any litigation between the EIB and its creditors or debtors, including claims based on guarantees made by Member States, may be determined by competent national courts of the Member States. The property and assets of the EIB within
the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to attachment or to seizure by way of execution. See also “Description of
Securities—Governing Law, Jurisdiction and Consent to Service of Process”, “Description of Securities—U.S. Foreign Sovereign Immunities Act” and “Enforceability of
Civil Liabilities” below.
EIB Lending Activities
In support of the objectives of the EU, the EIB finances investments carried out by public or private undertakings, in particular, in the areas of transport, energy, information technology,
telecommunications, urban, health and education infrastructure, environmental sustainability and human capital. Furthermore, the EIB provides intermediated loans to small and medium-sized entities. The EIB finances investments in both Member States
and outside the territories of the Member States.
To be eligible for EIB financing, each investment operation has to contribute to EU economic policy objectives. The EIB carries out a detailed appraisal, which includes a review of the technical,
environmental, economic, financial and legal aspects of each investment operation. Following the detailed appraisal, the EIB forms an opinion on the basis of available data and documents as to whether or not the EIB will provide any financing for
the reviewed investment operation.
The EIB also grants finance, in particular in the form of loans and guarantees, for investment operations outside the EU, generally within the framework of agreements between the EU and non-Member
States either in bilateral or multilateral form.
EIB Funding
The EIB is financially independent. It operates on a broadly self-financing basis, raising resources through bond issues and other debt instruments in international and domestic debt markets. In
addition to large benchmark/reference bonds, the EIB offers public bonds and private placements of smaller size, which seek to meet specific investor requirements as to maturities, currencies, interest rate and other similar terms. These issues
cover a variety of debt products from fixed rate bonds with redemption at final maturity to highly structured securities adapted to the very specific needs of particular investors.
The net proceeds to the EIB from the sale of the securities to be offered hereby will be used in the general operations of the EIB, including disbursements of loans granted by the EIB prior to or
after the date of this prospectus. Neither the particular projects for which, or borrowers to which, loans will be made nor the countries in which such projects will be located have been identified.
The following is a brief summary of the terms and conditions of the securities to be offered by the EIB and the fiscal agency agreement with respect thereto. Copies of the forms
of securities and the form of fiscal agency agreement are filed as exhibits to the registration statement of which this prospectus constitutes a part. This summary does not purport to be complete and is qualified in its entirety by reference to
those exhibits. For a complete description of the securities, you should read those exhibits.
The forms of securities and fiscal agency agreement filed as exhibits to this registration statement replace the forms of securities and fiscal agency agreement filed as exhibits
to the EIB’s registration statement No. 333-223825, dated May 18, 2018. The securities that the EIB may offer from time to time pursuant to this registration statement will not have the benefit of certain restrictive provisions applicable to the
EIB’s previously issued securities. In particular, holders of the EIB’s securities issued under this registration statement will not have the benefit of a negative pledge covenant and will not have the right to accelerate their securities upon
acceleration of any of the EIB’s indebtedness other than for borrowed money.
General
The notes, bonds, debentures and/or other unsecured evidences of indebtedness (the “securities”) may be issued in one or more series (each a “series”), under the fiscal agency agreement, as may be
authorized from time to time by the EIB. Reference is made to the applicable prospectus supplement for the following terms of securities offered thereby:
| (i) |
the designation;
|
| (ii) |
the aggregate principal amount and currency, any limit on such principal amount and authorized denominations;
|
| (iii) |
the percentage of their principal amount at which such securities will be issued;
|
| (iv) |
the maturity date;
|
| (v) |
the interest rate or method of determining the interest rate, if any;
|
| (vi) |
the interest payment dates, if any, and the dates from which interest accrues;
|
| (vii) |
any index, price or formula to be used for determining the amount of any payment of principal, premium or interest;
|
| (viii) |
any optional or mandatory redemption terms or purchase, repurchase or sinking fund provisions;
|
| (ix) |
whether such securities will be in bearer form, which may or may not be registrable as to principal, with interest coupons, if any, or in fully registered form, or both, and restrictions on the exchange of one form for another;
|
| (x) |
the record date;
|
| (xi) |
the governing law of the securities; and
|
| (xii) |
any other terms of the securities.
|
There will be a fiscal agent or agents for the EIB in connection with the securities whose duties will be governed by the fiscal agency agreement. The EIB may replace the fiscal agent and may
appoint different fiscal agents for different series of securities. The identity of the fiscal agent for each series of securities will be set forth in the applicable prospectus supplement. The EIB may maintain deposit accounts and conduct other
banking transactions in the ordinary course of business with the fiscal agent. The fiscal agent is the agent of the EIB, is not a trustee for the holders of the securities and does not have the same responsibilities or duties to act for such holders
as would a trustee.
Any monies paid by the EIB to the fiscal agent or any paying agent identified in a prospectus supplement for the payment of the principal of (or premium, if any) or interest on any securities that
remain unclaimed at the end of ten years or five years, respectively, after such principal (or premium, if any) or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then, together with any
interest earned thereon, be repaid to the EIB as soon as reasonably practicable. Upon such repayment all liability of the fiscal agent and any paying agent with respect to such monies shall cease. Any obligation the EIB may have to pay the
principal of (or premium, if any, on) such securities shall terminate at the end of ten years after such principal (or premium, if any) shall have become due and payable. Any obligation the EIB may have to pay any interest on such securities shall
terminate at the end of five years after such interest shall have become due and payable.
Securities may be issued as discounted securities, which bear no interest or bear interest at a rate which at the time of issuance is below market rates, to be sold at a substantial discount below
their stated principal amount. Special considerations applicable to any discounted securities will be described in the related prospectus supplement.
Principal of (and premium, if any, on) and interest on the securities will be payable at such place or places and in such currency or currencies as are designated by the EIB and set forth in the applicable prospectus
supplement. Interest on fully registered securities will be paid to the persons in whose names securities are registered at the close of business on the record dates designated in the applicable prospectus supplement by bank transfer to an account
denominated in the currency in which payment is due or by check drawn in that currency and mailed to the person entitled thereto at such person’s address appearing on the register of securities.
Rank of Securities
The securities will be unconditional, direct and general obligations of the EIB in accordance with the terms for their payment and performance. The securities will rank pari passu with any present or future indebtedness of the EIB represented by any unsubordinated and unsecured notes or bonds.
Default, Acceleration of Maturity
The principal of all the securities of a series then outstanding (if not already due) may be declared to be due and payable immediately by written notice given to the EIB and the fiscal agent by the
holders of not less than a majority in principal amount of all the securities of such series at the time outstanding, if:
| (i) |
the EIB shall default in any payment of the principal of (or the premium, if any, on) or interest on any of the securities of a series and such default shall not be cured by payment thereof within 30 days; or
|
| (ii) |
the EIB shall default in the performance of any other covenant under the securities of a series and such default shall continue for a period of 90 days after written notice thereof shall have been given to the EIB and the fiscal agent by
the holders of not less than 25% in principal amount of all the securities of such series at the time outstanding; or
|
| (iii) |
a default, as defined in any instrument evidencing, securing or protecting any indebtedness for borrowed money of the EIB, now or hereafter outstanding and maturing more than one year from the date of its creation, shall happen and the
maturity of such indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration shall not have been rescinded
or annulled.
|
The holders of not less than a majority in principal amount of all the securities of such series then outstanding, by written notice given to the EIB and the fiscal agent, may rescind such
declaration, at any time after the principal of all the securities of a series shall have been so declared due and payable if:
| (i) |
no judgment or decree for the payment of amounts due thereon shall have been entered;
|
| (ii) |
all arrears of interest upon all the securities of such series and all other sums due in respect thereof, except any principal payments which shall not have matured by their terms, shall have been duly paid by the EIB; and
|
| (iii) |
all other defaults under the securities of such series shall have been made good.
|
No such rescission shall impair any right consequent on any subsequent default.
Redemption
Except as otherwise provided in the prospectus supplement, if the securities of a series provide for mandatory redemption by the EIB, or optional redemption at the election of the EIB, such redemption shall be upon not
more than 60 nor less than ten calendar days’ notice. In the event of redemption in part, the securities to be redeemed will be selected by the fiscal agent (i) individually by lot, (ii) by such usual method as the fiscal agent shall deem fair and
appropriate or (iii) individually by lot or on a pro rata basis in accordance with the rules and procedures of the relevant securities clearing system, in each case, based on the form of the securities as
identified in the applicable prospectus supplement.
Notices
Notices to the holders of securities will be published in an English language newspaper having a general circulation in London, United Kingdom (expected to be the Financial
Times) and in New York City (expected to be The Wall Street Journal). However, for so long as the securities are in global form, notices may be given by delivery of the relevant notice by the EIB or
the fiscal agent to the relevant securities clearing system for communication by each of them to entitled participants in substitution for publication in any such newspaper. In addition, if and for so long as any of the securities are listed on one
or more stock exchanges and the rules and regulations of such stock exchange(s) so require, such notices will also be published in such manner as the rules and regulations of such stock exchange(s) may require. Any notice shall be deemed to have
been given on the date of its publication or, if published more than once on different dates, on the first date on which publication is made. Notices delivered to the relevant securities clearing system shall be deemed to have been given on the date
when delivered.
Repurchase
The EIB shall have the right at any time to purchase securities of a series in the open market or otherwise. Any securities so purchased may be resold at the EIB’s discretion if not surrendered to
the fiscal agent for cancellation.
Amendments
There are three types of changes the EIB can make to the terms of any series of its securities or, insofar as it affects the securities of a particular series, the fiscal agency agreement.
Changes Requiring Majority Approval
(i) At any meeting of holders of securities of a series duly called and held, upon the affirmative vote of the holders of not less than a majority in aggregate
principal amount of the securities of such series represented at such meeting or (ii) with the written consent of the holders of not less than a majority in aggregate principal amount of the securities of a series then outstanding (or, in either
such case, such other percentage as may be set forth in the terms and conditions of the securities of such series with respect to the action being taken), the EIB and the fiscal agent may modify, amend
or supplement the terms and conditions of the securities of such series or, insofar as it affects the securities of such series, the fiscal agency agreement, in any way. Such holders may make, take or give any request, demand, authorization,
direction, notice, consent, waiver or other action provided by the fiscal agency agreement or the securities of such series to be made, taken or given by holders of securities of such series.
The quorum at a meeting of holders of securities of a series will be constituted by the persons entitled to vote a majority in principal amount of the outstanding securities of such series. However,
at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding securities of such series shall constitute a quorum for the taking of any action set forth in the notice of
the original meeting.
Changes Requiring Unanimous Approval
No such action may, without the consent of the holder of each security of such series affected thereby:
| (i) |
change the due date for the payment of the principal of (or premium, if any, on) or any installment of interest on any security of such series;
|
| (ii) |
reduce the principal amount of any security of such series, the portion of such principal amount which is payable upon acceleration of the maturity of such security, the interest rate thereon or the premium payable upon redemption thereof;
|
| (iii) |
change the coin or currency in which (unless required by law of the jurisdiction which issued such coin or currency) or the required places at which payment with respect to interest, premium or principal in respect of securities of such
series is payable;
|
| (iv) |
shorten the period during which the EIB is not permitted to redeem the securities of such series, or permit the EIB to redeem the securities of such series if, prior to such action, the EIB is not permitted to do so; or
|
| (v) |
reduce the proportion of the principal amount of securities of such series the vote or consent of the holders of which is necessary to modify, amend or supplement the fiscal agency agreement or the terms and conditions of the securities of
such series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided thereby to be made, taken or given.
|
Changes Not Requiring Approval
The EIB and the fiscal agent may, without the vote or consent of any holder of securities, amend the fiscal agency agreement or the securities of any series for the purpose of:
| (i) |
adding to the covenants of the EIB for the benefit of the holders of the securities;
|
| (ii) |
surrendering any right or power conferred upon the EIB;
|
| (iii) |
securing the securities pursuant to the requirements of the securities or otherwise;
|
| (iv) |
curing any ambiguity, or curing, correcting or supplementing any defective provision thereof; or
|
| (v) |
amending the fiscal agency agreement or the securities of such series in any manner that the EIB reasonably determines is not inconsistent with the securities of such series in any material respect and does not adversely affect the
interests of any holder of securities of such series in any material respect.
|
For the avoidance of doubt, no approval is required to make any change to the fiscal agency agreement that affects only securities to be issued under the fiscal agency agreement after the change
takes effect.
Further Issues
The EIB may from time to time, without notice to or the consent of any of the holders of the securities of any series, create and issue additional securities ranking pari passu with the securities of any series and having the same terms as to status, interest rate, maturity, redemption or otherwise in all respects as the securities of such series (except for the public offering price, the issue
date, and in some cases, the first interest payment date). Such additional securities shall be consolidated and form a single series with the securities of such series, including for purposes of voting and redemptions, and increase the aggregate
principal amount of the securities of such series. There is no limitation on the amount of securities that the EIB may issue under the fiscal agency agreement.
Governing Law, Jurisdiction and Consent to Service of Process
The securities will be governed by, and interpreted in accordance with, the laws of the State of New York, except as to matters relating to the authorization and execution of the securities by the
EIB, which shall be governed by the TFEU and the Statute.
The EIB will expressly accept the jurisdiction of any State or Federal court in the Borough of Manhattan, The City of New York in respect of any action arising out of or based upon the securities of
any series which may be instituted in any such court by the holder of a security of such series. Such acceptance of jurisdiction shall not, however, extend to actions brought under U.S. Federal securities laws or any state securities laws.
Notwithstanding the foregoing, any action arising out of or based upon the securities of any series may be instituted by the holder of a security of such series in any competent court of the jurisdiction in which the EIB has its seat.
The EIB will appoint the Ambassador of the European Union to the United States, with address at Delegation of the European Union to the United States, 2175 K Street, N.W., Washington, D.C. 20037,
United States of America, as its authorized agent upon whom process may be served in any action arising out of or based upon the securities of any series which may be instituted in any State or Federal court in the Borough of Manhattan,
The City of New York by the holder of a security of such series. Such appointment shall be irrevocable so long as any of the securities of such series remain outstanding unless and until the appointment of a successor authorized agent of the EIB and
the acceptance of such appointment by such successor authorized agent. Such appointment shall not, however, extend to actions brought under U.S. Federal securities laws or any state securities laws.
The EIB will waive (to the extent permitted by law, including, without limitation, EU law applicable to the EIB) irrevocably any immunity from jurisdiction or execution to which it or its property
might otherwise be entitled in any action arising out of or based upon the securities of any series which may be instituted in any State or Federal court in the Borough of Manhattan, The City of New York by the holder of a security of such series.
This waiver shall not, however, extend to actions brought under U.S. Federal securities laws or any state securities laws. See also “The European Investment Bank—Legal Status” above.
U.S. Foreign Sovereign Immunities Act
The U.S. Foreign Sovereign Immunities Act of 1976, as amended (the “FSIA”), generally provides that an agency or instrumentality of a foreign state shall be immune from the jurisdiction of the U.S.
courts and its property in the United States shall be immune from attachment, arrest and execution. The FSIA contains, however, certain exceptions and limitations to sovereign immunity, which may provide an effective means of service upon the EIB
and preclude the assertion of sovereign immunity by the EIB in actions brought against it under U.S. Federal securities laws or any state securities laws.
With respect to jurisdiction, the FSIA provides that an agency or instrumentality of a foreign state shall not be immune from the jurisdiction of the U.S. courts if, for example, it has waived its
immunity or the action is based upon a commercial activity carried on in the United States by it. With respect to execution, the FSIA provides, among other exceptions, that commercial property located in the United States of an agency or
instrumentality of a foreign state may be levied upon for the satisfaction of judgments rendered against it by U.S. courts in connection with its commercial activities or if it has waived its immunity.
The EIB may still plead sovereign immunity under the FSIA in actions brought against it under U.S. Federal securities laws or any state securities laws, and its acceptance of jurisdiction, the
appointment of an authorized agent for service of process and its waiver of immunity from jurisdiction or execution do not include actions brought under U.S. Federal securities laws or any state securities laws, see “—Governing Law, Jurisdiction and Consent to Service of Process” above. Without the EIB’s waiver of sovereign immunity in respect of such actions, it would not be possible to obtain a judgment in a U.S. court against the EIB in
respect of such actions unless such court determines that the EIB is not entitled to sovereign immunity under the FSIA with respect to such actions. See also “Enforceability of Civil Liabilities” below.
For further information on the legal status of the property and assets of the EIB located within the EU and certain jurisdiction matters within the EU, see “The
European Investment Bank—Legal Status” above.
Book-Entry System
The securities will be issued in the form of one or more fully registered global certificates, registered in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), and/or any
other form as identified in the applicable prospectus supplement (each a “Global Security”). The Global Securities will be deposited, until all obligations of the EIB under the securities are satisfied, with a custodian for DTC and/or any other
depositary or depositaries identified in the applicable prospectus supplement (each a “Depositary”), which may include Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Beneficial interests in the Global Securities
will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, Euroclear, Clearstream and/or any other relevant securities clearing systems.
The EIB anticipates that the following provisions will apply to depositary arrangements:
Upon the issuance of a Global Security, the EIB expects that the applicable Depositary, or its nominee, will credit on its book-entry registration and transfer system the respective principal amounts
of the securities represented by such Global Security to the accounts of persons that have accounts with such Depositary or its nominee (“participants”). The accounts to be credited shall be designated by the underwriters or agents with respect to
such securities or by the EIB if such securities are offered and sold directly by the EIB. Ownership of beneficial interests in such Global Security will be limited to participants or persons that may hold interests through participants. Except as
provided below, the securities will not be held in definitive form. Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable
Depositary or its nominee (with respect to interests of participants) and on the records of direct or indirect participants (with respect to interests of persons other than participants). Owners of beneficial interests in a Global Security (other
than participants) will not receive written confirmation from the applicable Depositary of their purchases. Each beneficial owner is entitled to receive, upon request, written confirmation providing details of the transaction as well as periodic
statements of its holdings from the Depositary (if such beneficial owner is a participant) or from the participant through which such beneficial owner entered into the transaction (if such beneficial owner is not a participant). The laws in some
jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in a Global Security.
Any payment of principal or interest due on any securities on any interest payment date or at maturity will be made available by the EIB to the fiscal agent or any paying agent on or before such
date. On the respective payment date, the fiscal agent and/or any paying agent will make such payments to the Depositary or its nominee, as the case may be, in accordance with arrangements between the fiscal agent and/or any paying agent and such
Depositary or its nominee. Such Depositary or its nominee, upon receipt of any payment of principal or interest, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of such Depositary or its nominee. Payments by direct or indirect participants to owners of beneficial interests in such Global Security held through such direct or indirect participants will be
governed by standing instructions and customary practices and will be the responsibility of such participants. Neither the EIB nor the fiscal agent nor any paying agent will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in any Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
So long as a Depositary, or its nominee, is the registered owner or holder, as the case may be, of a Global Security, such Depositary or such nominee, as the case may be, will be considered the sole
owner and holder of the securities represented by such Global Security for all purposes of the securities. Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have the securities represented by such
Global Security registered in their names and will not receive or be entitled to receive physical delivery of securities in definitive form. Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of
the applicable Depositary, or its nominee, and, if such person is not a participant, on the procedures of such direct or indirect participant through which such person owns its interest, to exercise any rights of a holder of securities.
Except as otherwise set forth in the applicable prospectus supplement, a Global Security may not be transferred without the prior written consent of the EIB and except as a whole by the applicable
Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or any other nominee of such Depositary, or by such Depositary or any such nominee to another Depositary for such securities or its nominee or to a
successor of the Depositary or a nominee of such successor. Securities represented by a Global Security are exchangeable for certificated securities in definitive form (“Certificated Securities”) of like tenor as such securities:
| (i) |
if the related Depositary notifies the EIB that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when
it is required to be so registered, and a replacement Depositary is not appointed;
|
| (ii) |
if the EIB in its discretion at any time determines not to have all of the applicable securities represented by such Global Security;
|
| (iii) |
if an event of default entitling the holders of the applicable securities to accelerate the maturity thereof has occurred and is continuing; or
|
| (iv) |
in such other events as may be specified in a prospectus supplement.
|
Any security that is exchangeable pursuant to the preceding sentence is exchangeable for Certificated Securities registered in such names as the applicable Depositary shall direct. Certificated
Securities may be presented for registration of transfer or exchange at the office of the fiscal agent in such place as is specified in a prospectus supplement. Subject to the foregoing or as otherwise provided herein or in a prospectus supplement,
a Global Security is not exchangeable, except for a Global Security or Global Securities of the same tenor and amount to be registered in the name of the Depositary or its nominee.
The Depository Trust Company. DTC has informed the EIB that: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds and provides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments that DTC’s participants (“Direct Participants”) deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies.
DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants” and together with “Direct Participants”, “Participants”). The DTC rules applicable to its Participants are on file with the SEC.
Euroclear and Clearstream. Euroclear and Clearstream have informed the EIB that: Euroclear and Clearstream each hold securities for their participants and
facilitate the clearance and settlement of securities transactions between their participants through electronic book-entry changes in their accounts, thereby eliminating the need for physical movements of securities certificates. Euroclear and
Clearstream provide various services to their participants including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream also deal with domestic
securities markets in several countries through established depository and custodial relationships. Euroclear and Clearstream have established an electronic bridge between their two systems across which their respective participants may settle
trades with each other. Euroclear and Clearstream participants are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and
Clearstream is available to other institutions that clear through or maintain a custodial relationship with an account holder of Euroclear or Clearstream.
Clearance and Settlement Procedures
The EIB anticipates that the following arrangements will apply to the securities:
Initial settlement for the securities will be made in immediately available funds in the currency in which the securities are denominated (i.e., for value on
the date of delivery of the securities). Certain underwriters are prepared to arrange for currency conversions, if necessary, to enable certain investors to make payments in another currency than the currency in which the securities are denominated
(see “Currency Conversions and Foreign Exchange Risks” below).
Investors electing to hold the securities through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. The securities custody accounts of investors will be
credited with their holdings on the settlement date against payment in same-day funds within DTC.
Investors electing to hold the securities through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional eurobonds.
Beneficial interests in the Global Securities will be represented, and transfers of such beneficial interests will be effected, through book-entry accounts of financial institutions acting on behalf
of beneficial owners as direct and indirect participants in DTC, Euroclear or Clearstream. Investors may elect to hold interests in the securities through any of DTC, Euroclear or Clearstream if they are participants of such systems, or indirectly
through organizations which are participants in such systems.
All securities will be recorded in a register maintained by the fiscal agent. The fiscal agent will be responsible for (i) maintaining a record of the aggregate holdings of all outstanding
securities; (ii) ensuring that payments of principal and interest in respect of the securities received by the fiscal agent from the EIB are duly credited to the holders of the securities; and (iii) transmitting to the EIB any notices from the
holders of the securities.
Trading between Euroclear and/or Clearstream Accountholders. Secondary market sales of book-entry interests in the securities held through Euroclear or
Clearstream to purchasers of book-entry interests in the securities through Euroclear or Clearstream will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the procedures
applicable to conventional eurobonds.
Trading between DTC Participants. Secondary market sales of book-entry interests in the securities between DTC participants will occur in the ordinary way in
accordance with DTC rules and will be settled using the procedures applicable to U.S. corporate debt obligations in DTC’s Same Day Funds Settlement System.
Trading between DTC Participants and Euroclear/Clearstream Accountholders. Secondary market sales of book-entry interests in the securities between DTC
participants on one hand and Euroclear/Clearstream accountholders on the other will be conducted in accordance with the rules and procedures established for such sales by DTC, Euroclear and Clearstream, as applicable, and will be settled using the
procedures established for such sales by DTC, Euroclear and Clearstream, as applicable.
Although the foregoing sets out the procedures of DTC, Euroclear and Clearstream in order to facilitate the transfers of interests in the securities among participants of DTC, Euroclear and
Clearstream, none of DTC, Euroclear or Clearstream is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time. None of the EIB, the underwriters, the fiscal agent or any of their
respective agents or affiliates, or any person by whom any of the foregoing is controlled for the purposes of the Securities Act, will have any responsibility for the performance by DTC, Euroclear and Clearstream or their respective direct or
indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.
The EIB has provided the descriptions of the operations and procedures of DTC, Euroclear and Clearstream in this prospectus solely as a matter of convenience, and the EIB makes no representation or
warranty of any kind with respect to these operations and procedures. These operations and procedures are solely within the control of those organizations and are subject to change by them from time to time. As none of the EIB, the underwriters, the
fiscal agent or any of their respective agents or affiliates, or any person by whom any of the foregoing is controlled for the purposes of the Securities Act, will have any responsibility for these operations or procedures, you are urged to contact
DTC, Euroclear and Clearstream or their respective direct or indirect participants directly to discuss these matters.
The EIB may sell securities in any of three ways: (i) through underwriters or dealers, (ii) directly to one or a limited number of institutional purchasers or (iii) through agents. Each prospectus
supplement with respect to securities will set forth the terms of the offering of such securities, including the name or names of any underwriters, the price of such securities and the net proceeds to the EIB from such sale, any underwriting
discounts or other items constituting underwriters’ compensation, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such securities may be listed.
If underwriters are used, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking
firms or others, as designated. The obligations of the underwriters to purchase securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all securities offered thereby if any are purchased. Any
initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Securities may be sold directly by the EIB to one or more institutional purchasers, or through agents designated by the EIB from time to time. Any agent involved in the offer or sale of securities
will be named, and any commissions payable by the EIB to such agent will be set forth, in the applicable prospectus supplement. Any such agent will be acting on a best efforts basis for the period of its appointment.
The EIB may authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase securities from the EIB at the public offering price set forth in such prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on one or more specified dates in the future. Such contracts will be subject only to those conditions set forth in such prospectus supplement and such prospectus
supplement will set forth the commission payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with the EIB to indemnification by the EIB against certain liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may engage in transactions with or perform services for the EIB in the ordinary course of business.
Currency Conversions
Initial purchasers are required to make payments in the currency in which the securities are denominated. The EIB, through underwriters or dealers, may arrange for currency conversions to enable
certain investors to make payments in another currency other than the currency in which the securities are denominated. Each such conversion will be made by such underwriter or dealer on such terms and subject to such conditions, limitations and
charges as such underwriter or dealer may from time to time establish in accordance with its regular foreign exchange practices, and subject to applicable laws and regulations.
Non-U.S. Dollars
Investors who hold beneficial interests in the securities, directly or indirectly, through DTC will be paid in U.S. dollars converted from such payments in the currency in which the securities are
denominated by the fiscal agent, unless a registered holder, on behalf of any such owner of beneficial interests, elects to receive payments in the currency in which the securities are denominated outside DTC. All costs of conversion, if any, will
be borne by holders of beneficial interests in the Global Security receiving U.S. dollar payments by deduction from those payments. The U.S. dollar amount of any payment of principal or interest to be received by such a registered holder not
electing to receive payments in the currency in which the securities are denominated, as the case may be, will be based on the fiscal agent’s bid quotation. The date and the time on which the fiscal agent’s bid quotation is determined may be
specified in the prospectus supplement with respect to those securities. If this bid quotation is not available, all such payments will be made in the currency in which the securities are denominated outside DTC. As long as securities continue to
be represented by the Global Security, the currency in which the securities are denominated converted into U.S. dollars will be paid to the order of Cede & Co. for payment to participants in DTC (each a “DTC Participant”) in accordance with
customary procedures established from time to time by DTC.
An owner of a beneficial interest in the Global Security may receive payment in respect of principal or interest of the securities in the currency in which the securities are denominated, by
notifying the DTC Participant through which its beneficial interest in the Global Security is held on or prior to the record date of (i) such investor’s election to receive such payment in the currency in which the securities are denominated and (ii)
wire transfer instructions to an account entitled to receive the relevant payment. The DTC Participant must notify DTC of such election and wire transfer instructions within the applicable time frame set by DTC which the DTC Participant must make
itself knowledgeable of as it may change from time to time. DTC will notify the fiscal agent of such election and wire transfer instructions prior to the payment of principal or interest. If complete instructions are received by the DTC Participant
and forwarded by the DTC Participant to DTC and by DTC to the fiscal agent within the applicable time frame set by DTC, the investor will receive payment in the currency in which the securities are denominated, outside DTC; otherwise only U.S. dollar
payments will be made by the fiscal agent to holders of beneficial interests in the Global Security. All costs of such payment by wire transfer will be borne by registered holders receiving such payments by deduction from such payments.
Investors may be subject to foreign exchange risks as to payments of principal and interest that may have important economic and tax consequences to them. For further information as to such
consequences, see “—Foreign Exchange Risks” below.
Foreign Exchange Risks
An investment in securities offered from time to time denominated and payable in a currency other than the currency of the country in which the purchaser is resident or the currency in which the
purchaser conducts its business or activities or maintains its accounts (the “home currency”) may entail significant risks. Such risks include, without limitation, the possibility of significant changes in rates of exchange between the home currency
and the currency in which the securities are denominated (if different than the home currency). Such risks generally depend on events over which the EIB has no control, such as economic and political events and the supply of and demand for the
currency in which the securities are denominated and the home currency. In recent years, rates of exchange for certain currencies have been highly volatile and such volatility may be expected to continue in the future. Fluctuations in any
particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in such rate that may occur during the term of the securities. For additional information regarding exchange rates, see Exhibit I of the
EIB’s Annual Reports on Form 18‑K incorporated herein by reference (see “Incorporation by Reference” above). Depreciation of the currency in which the securities are denominated (if different than the home
currency) against the relevant home currency could result in a decrease in the effective yield of such securities below its coupon rate and, in certain circumstances, could result in a loss to the investor on a home currency basis.
General
Apart as set out below in “—United States Taxation” and in any relevant prospectus supplement, the EIB has not performed any due diligence about the tax
consequences associated with the purchase, ownership and disposition of the securities. Prospective purchasers of the securities are advised to consult their own tax advisors about such tax consequences, including the effect of any state or local
taxes, in the light of their particular circumstances.
United States Taxation
It is the opinion of counsel, Cravath, Swaine & Moore LLP, that the conclusions reached in this section describe the material U.S. Federal tax consequences to holders of a security. However,
the discussion is limited in the following ways:
| ● |
The discussion covers you only if you buy your securities in the initial offering at the initial offering price to the public.
|
| ● |
The discussion does not cover you if you are a U.S. Holder (as defined below) and your functional currency is not the U.S. dollar, if you do not hold your securities as a capital asset (that is, for investment purposes), or if you have a
special tax status.
|
| ● |
The discussion does not cover tax consequences that depend upon your particular tax situation in addition to your ownership of the securities. We suggest that you consult your own tax advisor about the consequences of holding securities
in your particular situation.
|
| ● |
The discussion does not cover you if you are a partner in a partnership (or entity treated as a partnership for U.S. Federal income tax purposes). If a partnership holds securities, the tax treatment of a partner will generally depend
upon the status of the partners and upon the activities of the partnership.
|
| ● |
The discussion is based on current law. Changes in the law may change the tax treatment of the securities.
|
| ● |
The discussion does not cover state, local or non-U.S. law.
|
| ● |
The discussion does not cover every type of security that we might issue. If we issue a security of a type not described in this discussion, additional tax information will be provided in the applicable prospectus supplement for the
security.
|
| ● |
We have not requested a ruling from the Internal Revenue Service (“IRS”) on the tax consequences of owning the securities. As a result, the IRS could disagree with portions of this discussion.
|
| ● |
The discussion does not cover tax consequences that apply because you are an accrual method taxpayer who is required to recognize income for U.S. Federal income tax purposes no later than when such income is taken into account in
applicable financial statements. We suggest that you consult your own tax advisor about the consequences of holding securities in your particular situation.
|
If you are considering buying securities, we suggest that you consult your own tax advisor about the tax consequences of the purchase, ownership and disposition of the
securities in your particular situation. In addition, with respect to each issue of securities, the following discussion may be supplemented and/or replaced by the description of the material U.S. Federal income tax consequences set forth in the
applicable prospectus supplement.
Tax Consequences to U.S. Holders
This section applies to you if you are a “U.S. Holder”. A “U.S. Holder” is:
| ● |
an individual U.S. citizen or resident alien;
|
| ● |
a corporation (or entity taxable as a corporation for U.S. Federal income tax purposes) that was created under U.S. law (Federal or state); or
|
| ● |
an estate or trust whose world-wide income is subject to U.S. Federal income tax.
|
U.S. Dollar Denominated Securities
This subsection deals only with securities issued in registered form (for U.S. Federal income tax purposes) which provide for qualified interest payments paid at least annually at a fixed rate,
which have no original issue discount or contingent payments, and which have a maturity of more than one year. The tax consequences of all other securities will be discussed in an applicable prospectus supplement.
Interest
| ● |
If you are a cash method taxpayer (including most individual holders), you must report interest in your income as you receive it.
|
| ● |
If you are an accrual method taxpayer, you must report interest in your income as it accrues.
|
Amounts treated as interest will be income from sources outside the United States for foreign tax credit limitation purposes. Under the foreign tax credit rules, interest paid will generally be
“passive category” income, which is treated separately from other types of income for purposes of computing the foreign tax credit.
Sale or Retirement of Securities
| ● |
You will have taxable gain or loss equal to the difference between the amount received by you and your tax basis in the security. Your tax basis in the security is generally your cost, subject to certain adjustments.
|
| ● |
Your gain or loss will generally be capital gain or loss, and will be long term capital gain or loss if you held the security for more than one year. For an individual, long term capital gain generally will be subject to reduced rates
of taxation. The deductibility of capital losses is subject to certain limitations.
|
| ● |
If you sell the security between interest payment dates, a portion of the amount you receive reflects interest that has accrued on the security but has not yet been paid by the sale date. That amount is treated as ordinary interest
income and not as sale proceeds.
|
Foreign Currency Securities
A “Foreign Currency Security” is a security denominated in a currency other than the U.S. dollar. Special tax rules apply to these securities.
This subsection deals only with securities issued in registered form (for U.S. Federal income tax purposes) which provide for qualified interest payments paid at least annually at a fixed rate,
which have no original issue discount or contingent payments, and which have a maturity of more than one year. The tax consequences of all other securities will be discussed in an applicable prospectus supplement.
Interest
All holders of Foreign Currency Securities will be taxable on the U.S. dollar value of the foreign currency payable as interest on the securities, whether or not they elect to receive payments in
foreign currency. If you receive interest in the form of U.S. dollars, you will be considered to have received interest in the foreign currency and to have sold that foreign currency for U.S. dollars. For purposes of this discussion, “spot rate”
generally means a currency exchange rate that reflects a market exchange rate available to the public for a foreign currency.
| ● |
If you are a cash method taxpayer (including most individual holders), you will be taxed on the value of the foreign currency when you receive it (if you receive the foreign currency) or when you are deemed to receive it (if you receive
U.S. dollars). The value of the foreign currency will be determined using the “spot rate” in effect at such time.
|
| ● |
If you are an accrual method taxpayer, you will be taxed on the value of the foreign currency as the interest accrues on the Foreign Currency Securities. In determining the value of the foreign currency for this purpose, you may use the
average exchange rate during the relevant interest accrual period (or, if that period spans two taxable years, during the portion of the interest accrual period in the relevant taxable year). The average exchange rate for an accrual period
(or partial period) is the simple average of the spot rates for each business day of such period, or other average exchange rate for the period reasonably derived and consistently applied by you.
|
| ● |
When interest is actually paid, you will generally also recognize currency exchange gain or loss, taxable as ordinary income or loss from sources within the United States, equal to the difference between (a) the value of the foreign
currency received as interest, as translated into U.S. dollars using the spot rate on the date of receipt, and (b) the U.S. dollar amount previously included in income with respect to such payment. If you receive interest in the form of
U.S. dollars, clause (a) will be calculated on the basis of the value of the foreign currency you would have received instead of the U.S. dollars.
|
| ● |
If you are an accrual method taxpayer and you do not wish to accrue interest income using the average exchange rate, certain alternative elections may be available.
|
| ● |
Amounts treated as interest will be income from sources outside the United States for foreign tax credit limitation purposes. Under the foreign tax credit rules, interest paid will generally be “passive category” income, which is
treated separately from other types of income for purposes of computing the foreign tax credit.
|
| ● |
Your tax basis in the foreign currency you receive (or are considered to receive) as interest will be the aggregate amount reported by you as income with respect to the receipt of the foreign currency. If you receive interest in the
form of foreign currency and subsequently sell that foreign currency, or if you are considered to receive foreign currency and that foreign currency is considered to be sold for U.S. dollars on your behalf, additional tax consequences will
apply as described in “—Sale of Foreign Currency” below.
|
Sale or Retirement of Foreign Currency Securities
On the sale or retirement of your Foreign Currency Securities:
| ● |
If you receive the principal payment on your Foreign Currency Securities in the form of U.S. dollars, you will be considered to have received the principal in the form of foreign currency and to have sold that foreign currency for U.S.
dollars.
|
| ● |
You will have taxable gain or loss equal to the difference between the amount received or deemed received by you (other than amounts attributable to accrued and unpaid interest, which will be taxable as ordinary interest income) and your
tax basis in the Foreign Currency Securities. If you receive (or are considered to receive) foreign currency, that foreign currency is valued for this purpose at the spot rate of the foreign currency. Your tax basis in the Foreign Currency
Securities generally is the U.S. dollar value of the foreign currency amount paid for the securities, determined on the date of purchase.
|
| ● |
Any such gain or loss (except to the extent attributable to foreign currency gain or loss) will generally be capital gain or loss, and will be long term capital gain or loss if you held the Foreign Currency Securities for more than one
year. For an individual, long term capital gain generally will be subject to reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.
|
| ● |
You will realize foreign currency gain or loss to the extent the U.S. dollar value of the foreign currency paid for the Foreign Currency Securities, based on the spot rate at the time you dispose of the securities, is greater or less
than the U.S. dollar value of the foreign currency paid for the securities, based on the spot rate at the time you acquired the securities. Any currency gain or loss will be ordinary income or loss. You will only recognize such foreign
currency gain or loss to the extent you have gain or loss, respectively, on the overall sale or retirement of the Foreign Currency Securities.
|
| ● |
If the Foreign Currency Securities are traded on an established securities market and you are a cash basis taxpayer (or, upon election, an accrual basis taxpayer), your tax basis in the foreign currency you receive (or are considered to
receive) on sale or retirement of the Foreign Currency Securities will be the value of the foreign currency on the settlement date of the sale or retirement of the securities. In all other cases, (i) you will realize foreign exchange gain
or loss to the extent the value of the foreign currency you receive (or are considered to receive) on the settlement date differs from the value of the foreign currency on the date of the sale or retirement of the securities and (ii) your
basis in the foreign currency received on the settlement date will equal the U.S. dollar value of the foreign currency received at the spot rate in effect on that date. If you receive foreign currency on retirement of the securities and
subsequently sell that foreign currency, or if you are considered to receive foreign currency on retirement of the securities and that foreign currency is considered to be sold for U.S. dollars on your behalf, or if you sell the securities
for foreign currency and subsequently sell that foreign currency, additional tax consequences will apply as described in “—Sale of Foreign Currency” below.
|
Sale of Foreign Currency
| ● |
If you receive (or are considered to receive) foreign currency as principal or interest on a Foreign Currency Security, and you later sell (or are considered to sell) that foreign currency for U.S. dollars, you will have taxable gain or
loss equal to the difference between the amount of U.S. dollars received and your tax basis in the foreign currency. In addition, when you purchase a Foreign Currency Security in a foreign currency, you will have taxable gain or loss if
your tax basis in the foreign currency is different from the U.S. dollar value of the foreign currency on the date of purchase. Any such gain or loss is foreign currency gain or loss taxable as ordinary income or loss.
|
Information Reporting and Backup Withholding
Under the tax rules concerning information reporting to the IRS:
| ● |
Assuming you hold your securities through a U.S. broker or other securities intermediary and receive payments in the United States, the intermediary must provide information to the IRS and to you on IRS Form 1099 concerning interest,
gross sale and retirement proceeds on your securities, unless an exemption applies.
|
| ● |
Similarly, unless an exemption applies, you must provide the intermediary with your Taxpayer Identification Number for its use in reporting information to the IRS. If you are an individual, this is your social security number. You are
also required to comply with other IRS requirements concerning information reporting.
|
| ● |
If you are subject to these requirements but do not comply, the intermediary must withhold at a rate that is currently 24% of all amounts payable to you on the securities (including principal payments). This is called “backup
withholding”. If the intermediary withholds payments, you may use the withheld amount as a credit against your U.S. Federal income tax liability and may be entitled to a refund.
|
| ● |
Individuals are subject to these requirements. Some holders, including corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.
|
U.S. Return Disclosure Requirements
If you hold certain “specified foreign financial assets”, which may include the Notes, you may be required to report information relating to such assets, subject to certain exceptions (including an
exception for assets held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938 (Statement of Specified Foreign Financial Assets) with your tax return for each year in which you hold an interest in such
assets. “Specified foreign financial asset” generally includes any financial account maintained with a non-U.S. financial institution and may also include the Notes if they are not held in an account maintained with a financial institution.
Penalties may apply for failure to properly complete and file IRS Form 8938.
Tax Consequences to Non-U.S. Holders
This section applies to you if you are a Non-U.S. Holder. A “Non-U.S. Holder” is:
| ● |
an individual that is a non-resident alien for U.S. Federal income tax purposes;
|
| ● |
a corporation (or an entity taxable as a corporation for U.S. Federal income tax purposes) organized or created under non-U.S. law; or
|
| ● |
an estate or trust that is not taxable in the United States on its world-wide income.
|
The securities and interest thereon will be exempt from U.S. taxation generally.
Income Taxes
Interest
| ● |
Subject to the discussion of “—Information Reporting and Backup Withholding” below, interest on the securities is exempt from U.S. Federal income tax, including withholding tax, if paid to you
whether or not you are engaged in a trade or business in the United States, unless:
|
| (i) |
you are an insurance company carrying on a U.S. insurance business to which the interest is attributable, within the meaning of the U.S. Internal Revenue Code of 1986, as amended; or
|
| (ii) |
you have an office or other fixed place of business in the United States to which the interest is attributable and the interest is derived in the active conduct of a banking, financing or similar business within the United States.
|
Sale or Retirement of Securities
| ● |
Subject to the discussion of “—Information Reporting and Backup Withholding” below, you will not be subject to U.S. Federal income tax on any gain realized on the sale or retirement of a security,
unless:
|
| (i) |
you are an individual present in the United States for a period aggregating 183 days or more during the year in which you dispose of the security, and certain other conditions are satisfied;
|
| (ii) |
the gain represents accrued interest, in which case the rules for interest would apply; or
|
| (iii) |
the gain is effectively connected with your conduct of a trade or business in the United States.
|
| ● |
In the case of a non-resident of the United States who is not a U.S. citizen at the time of death, securities are deemed to be situated outside the United States for purposes of the U.S. Federal estate tax and are not includible in the
gross estate for purposes of such tax.
|
| ● |
A “backup withholding” tax and certain information reporting requirements may apply to payments of principal and interest on the securities made to certain non-corporate holders if such payments are made or are considered made in the
United States (including payments on securities made by wire transfer from outside the United States to an account maintained by the holder with the fiscal agent or any paying agent in the United States).
|
| ● |
If the conditions relating to place of payment are satisfied, Non-U.S. Holders are generally exempt from these withholding and reporting requirements (assuming that the gain or income is otherwise exempt from U.S. Federal income tax) but
may be required to comply with certification and identification procedures in order to prove their exemption from the requirements.
|
| ● |
Similar rules requiring reporting and withholding with respect to gross sale proceeds will apply to a Non-U.S. Holder who sells a security through a U.S. branch of a broker, and information reporting (but not backup withholding) will
apply to a Non-U.S. Holder who sells a security through a broker with certain connections to the United States.
|
The validity of each series of securities to be offered will be passed upon by the EIB, acting through its Legal Directorate, and by Cravath, Swaine & Moore LLP, London, United Kingdom, U.S.
counsel for the EIB, and, if sold to or through underwriters, will be passed upon for such underwriters by Sullivan & Cromwell LLP, London, United Kingdom, U.S. counsel to such underwriters. All statements in this prospectus with respect to
the TFEU and the Statute have been passed upon by the EIB, acting through its Legal Directorate, and are included upon the authority of the EIB, acting through its Legal Directorate. In rendering their opinions, Cravath, Swaine & Moore LLP and
Sullivan & Cromwell LLP may rely as to matters concerning the TFEU and the Statute upon the opinion of the EIB, acting through its Legal Directorate.
The following financial statements of the EIB as of December 31, 2019 and 2018, and for each of the years then ended, have been incorporated by reference herein (such reference being to the EIB’s
Annual Reports on Form 18-K for the years ended December 31, 2019 and 2018), in reliance upon the reports of KPMG Luxembourg, Société coopérative, independent auditors, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing:
| (i) |
the unconsolidated financial statements of the EIB prepared in accordance with the general principles of the Directive 86/635/EEC of the Council of the European Communities of December 8, 1986 on the annual accounts and consolidated
accounts of banks and other financial institutions, as amended by Directive 2001/65/EC of September 27, 2001, by Directive 2003/51/EC of June 18, 2003 and by Directive 2006/46/EC of June 14, 2006 (the “Directives”);
|
| (ii) |
the consolidated financial statements of the EIB prepared in accordance with the Directives; and
|
| (iii) |
the consolidated financial statements of the EIB prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
|
The EIB is an autonomous public institution established by the TFEU and is located in the Grand Duchy of Luxembourg. The president of the EIB and the members of its board of directors, board of
governors and management committee, as well as the experts referred to in this prospectus, are in most or all cases non-residents of the United States, and all or a substantial portion of the assets of the EIB and of such other persons may be
located outside the United States.
As a result, it may be difficult or impossible for investors (i) to effect service of process within the United States upon the EIB or those persons, (ii) to obtain jurisdiction over the EIB or
those persons in proceedings brought in courts in the United States, including with respect to matters arising under U.S. Federal securities laws or any state securities laws, or (iii) to enforce in the United States judgments obtained in U.S.
courts against the EIB or such persons, including judgments predicated upon civil liabilities under U.S. Federal securities laws or any state securities laws. See also “Description of Securities—Governing Law,
Jurisdiction and Consent to Service of Process” and “Description of Securities—U.S. Foreign Sovereign Immunities Act” above.
In addition, there may be doubt as to an investor’s ability to bring an original action in courts outside the United States to enforce liabilities against the EIB or those persons predicated upon
U.S. Federal securities laws or any state securities laws and as to the enforceability in such courts of judgments of U.S. courts, including judgments predicated upon the civil liability provisions of U.S. Federal securities laws or any state
securities laws. Such enforceability would also be subject to the Protocol as described above under the headings “The European Investment Bank—Constitution and Membership” and “The European Investment Bank—Legal Status”.
The Authorized Representative of the EIB in the United States is the Ambassador of the European Union to the United States, who is the Head of the EU Delegation to the United States, and whose
address is Delegation of the European Union to the United States, 2175 K Street, N.W., Washington, D.C. 20037. As of the date of this prospectus, Mr. Stavros Lambrinidis is the Ambassador of the European Union to the United States.
The information set forth herein is stated on the authority of the president of the EIB, acting in his duly authorized official capacity as President.
|
EUROPEAN INVESTMENT BANK
|
|||
|
|
By:
|
/s/ Werner Hoyer | |
| Name: Werner Hoyer | |||
| Title: President | |||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Undertakings
The Registrant hereby undertakes:
| (1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
| (i) |
to include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;
|
| (ii) |
to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereto) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
|
| (iii) |
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
|
provided, however, that the Registrant shall not be required to file a post-effective amendment otherwise required
by clause (i), (ii) or (iii) above, if the information required to be included in a post-effective amendment is contained in any report filed under the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this
Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that is part of this Registration Statement.
| (2) |
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
| (3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
| (4) |
That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser, each prospectus filed by the Registrant pursuant to Rule 424(b) as part of a registration statement
relating to an offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such date of first use.
|
| (5) |
That, for the purpose of determining liability of the Registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of
securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
| (i) |
any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933, as amended;
|
| (ii) |
any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
|
| (iii) |
the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and
|
| (iv) |
any other communication that is an offer in the offering made by the Registrant to the purchaser.
|
| (6) |
That, for the purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant’s Annual Report on Form 18-K or of amendments thereto under the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
|
Contents
This Registration Statement comprises:
| (1) |
The Facing Sheet.
|
| (2) |
The Cross-Reference Sheet.
|
| (3) |
Part I consisting of the Prospectus.
|
| (4) |
Part II consisting of pages II-1 to II-9.
|
| (5) |
The following exhibits:
|
| A. |
Statute of the European Investment Bank—Corrected version dated March 1, 2020*
|
| B. |
Powers of Attorney of Mr. Westphal, Ms. Blondy-Touret, Ms. Vigliotti, Ms. Díaz Álvarez De Toledo, Mr. Cartaxo, Mr. Descheemaecker, Mr. Jacoby, Ms. Sonne, Mr. Carville, Mr. Andreopoulos, Mr. György,
Mr. Kuningas, Mr. Eberhards, Ms. Tuskienė, Ms. Sarjo, Ms. Haghanipour, Ms. Belajec, Mr. Baranyay, Mr. Nowak, Ms. Petrova, Mr. Pavelek, Mr. Kakouris, Mr. Debattista, Mr. Kavčič and Mr. Lesay
|
| C. |
Schedule of Outstanding Borrowings of the EIB as of December 31, 2019**
|
| D. |
Form of proposed Fiscal Agency Agreement
|
| E. |
Form of proposed Underwriting Agreement
|
| F. |
Consent of KPMG Luxembourg, Société coopérative, independent auditors
|
| G. |
Opinion (including consent) issued by the EIB (acting through its Legal Directorate)
|
| H. |
Opinion (including consent) of Cravath, Swaine & Moore LLP, U.S. counsel for the EIB
|
______
|
*
|
Filed as Exhibit XXIII on Form 18-K/A on November 6, 2020 (Amendment No. 9 to the EIB’s Annual Report on Form 18-K for the fiscal year ended December 31, 2019) and incorporated by reference herein.
|
|
**
|
Filed as Exhibit II to the EIB’s Annual Report on Form 18-K for the fiscal year ended December 31, 2019 and incorporated by reference herein.
|
SIGNATURES
Of the Registrant:
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Luxembourg, Grand Duchy of Luxembourg, on December 11, 2020.
| EUROPEAN INVESTMENT BANK | ||||
|
|
By:
|
/s/ Bertrand de Mazières | ||
| Name: | Bertrand de Mazières | |||
| Title: | Director General | |||
| Finance Directorate | ||||
|
|
By:
|
/s/ Eila Kreivi | ||
| Name | Eila Kreivi | |||
| Title | Director | |||
| Head of Capital Markets Department | ||||
Of Officers and Directors of the Registrant:
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signatures
|
Title
|
Date
|
|||
|
By:
|
/s/ Werner Hoyer |
President
|
December 11, 2020
|
||
| Werner Hoyer |
(Principal Executive Officer)
|
||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Thomas Westphal
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Anne Blondy-Touret
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Gelsomina Vigliotti
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Carla Díaz Álvarez De Toledo
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Filipe Cartaxo
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Marc Descheemaecker
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Arsène Jacoby
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Julie Sonne
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Des Carville
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Konstantin J. Andreopoulos
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Attila György
|
|
*
|
Director
|
December 11, 2020
|
|||
|
Andres Kuningas
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Armands Eberhards
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Miglė Tuskienė
|
|||||
|
*
|
Director
|
December 11, 2020
|
|||
|
Kristina Sarjo
|
|||||
|
*
|
Director | December 11, 2020 | |||
|
Eva Haghanipour
|
|
|
|||
|
*
|
Director | December 11, 2020 | |||
|
Silvija Belajec
|
|
|
|||
|
*
|
Director | December 11, 2020 | |||
|
László Baranyay
|
|
|
|||
|
*
|
Director | December 11, 2020 | |||
|
Piotr Nowak
|
|
|
|||
|
*
|
Director | December 11, 2020 | |||
|
Marinela Petrova
|
|
|
|||
|
*
|
Director | December 11, 2020 | |||
|
Petr Pavelek
|
|
|
|||
|
*
|
Director | December 11, 2020 |
|||
|
Kyriacos Kakouris
|
|
|
|||
|
*
|
Director | December 11, 2020 | |||
|
Paul Debattista
|
|
|
|||
|
*
|
Director | December 11, 2020 | |||
|
Andrej Kavčič
|
|
|
|||
|
*
|
Director | December 11, 2020 | |||
|
Ivan Lesay
|
|
|
|||
| By: |
/s/ Bertrand de Mazières | Director General, |
|||
|
Bertrand de Mazières
|
Finance Directorate
|
December 11, 2020
|
|||
|
(Principal Financial Officer)
|
|||||
| By: |
/s/ Frank Tassone |
Deputy Financial Controller
|
December 11, 2020
|
||
|
Frank Tassone
|
(Principal Accounting Officer)
|
||||
|
* By:
|
/s/ Bertrand de Mazières |
December 11, 2020
|
|||
|
Bertrand de Mazières
|
|||||
|
Attorney-in-fact
|
|||||
|
* By:
|
/s/ Eila Kreivi |
December 11, 2020
|
|||
|
Eila Kreivi
|
|||||
|
Attorney-in-fact
|
Of the Duly Authorized Representative in the United States:
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this Registration Statement in
Washington, D.C. on December 11, 2020.
|
|
By:
|
/s/ Stavros Lambrinidis | ||
| Name: |
Stavros Lambrinidis | |||
| Title: |
Ambassador (EU Delegation to the United States) | |||
| Authorized Representative | ||||
EXHIBITS
|
Exhibit Number
|
Exhibit Description
|
|
|
|
______
|
*
|
Filed as Exhibit XXIII on Form 18-K/A on November 6, 2020 (Amendment No. 9 to the EIB’s Annual Report on Form 18-K for the fiscal year ended December 31, 2019) and incorporated by reference herein.
|
|
**
|
Filed as Exhibit II to the EIB’s Annual Report on Form 18-K for the fiscal year ended December 31, 2019 and incorporated by reference herein.
|
II-9
