REG - Inter-American Dev - Issue of Debt
29/07/2024 08:15
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RNS Number : 1027Y Inter-American Development Bank 26 July 2024
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 933
CHF 145,000,000 0.9475 percent Notes due July 26, 2032 (the "Notes")
Issue Price: 100.00 percent
The Notes have been provisionally admitted to trading on SIX Swiss Exchange as
of July 24, 2024. Application will be made for the Notes to be admitted to
trading on the SIX Swiss Exchange
BNP Paribas (Suisse) SA
The date of this Pricing Supplement is July 24, 2024.
Terms used herein shall be deemed to be defined as such for the purposes of
the Terms and Conditions (the "Conditions") set forth in the Prospectus dated
July 28, 2020 (the "Prospectus") (which for the avoidance of doubt does not
constitute a prospectus for the purposes of Part VI of the United Kingdom
("UK") Financial Services and Markets Act 2000 or a base prospectus for the
purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation") or the Prospectus Regulation as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") or a prospectus
for the purposes of the Swiss Federal Act on Financial Services of June 15,
2018). This Pricing Supplement must be read in conjunction with the
Prospectus. This document is issued to give details of an issue by the
Inter-American Development Bank (the "Bank") under its Global Debt Program and
to provide information supplemental to the Prospectus. Complete information
in respect of the Bank and this offer of the Notes is only available on the
basis of the combination of this Pricing Supplement and the Prospectus. Copies
of the Base Prospectus and the Pricing Supplement may be obtained by
Noteholders at BNP Paribas (Suisse) SA, Place de Hollande 2, 1204 Geneva,
Switzerland or can be ordered by telephone (+41 58 212 68 60) or email
(swiss_cib_mlist_cmlegal@bnpparibas.com).
Terms and Conditions
The following items under this heading "Terms and Conditions" are the
particular terms which relate to the issue the subject of this Pricing
Supplement. Together with the applicable Conditions (as defined above), which
are expressly incorporated hereto, these are the only terms that form part of
the form of Notes for such issue.
1. Series No.: 933
2. Aggregate Principal Amount: CHF 145,000,000
3. Issue Price: CHF 145,000,000, which is 100.00 percent of the Aggregate Principal Amount
4. Issue Date: July 26, 2024
5. Form of Notes
(Condition 1(a)):
Bearer, to be represented by a Permanent Global Note
6. Authorized Denomination(s)
(Condition 1(b)):
CHF 5,000 and integral multiples thereof
7. Specified Currency
(Condition 1(d)):
Swiss Franc (CHF) being the lawful currency of Switzerland
8. Specified Principal Payment Currency
(Conditions 1(d) and 7(h)):
CHF
9. Specified Interest Payment Currency
(Conditions 1(d) and 7(h)):
CHF
10. Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
July 26, 2032
11. Interest Basis
(Condition 5):
Fixed Interest Rate (Condition 5(I))
12. Interest Commencement Date (Condition 5(III)):
Issue Date (July 26, 2024)
13. Fixed Interest Rate (Condition 5(I)):
(a) Interest Rate: 0.9475 per cent per annum
(b) Fixed Rate Interest Payment Date(s):
Annually in arrear on July 26 in each year, commencing on July 26, 2025, up to
and including the Maturity Date.
Each Fixed Rate Interest Payment Date is subject to the Business Day
Convention, but with no adjustment to the amount of interest otherwise
calculated.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count Fraction(s):
30/360
14. Relevant Financial Center: Zurich, New York
15. Relevant Business Day: Zurich, New York
16. Issuer's Optional Redemption (Condition 6(e)):
No
17. Redemption at the Option of the Noteholders (Condition 6(f)):
No
18. Governing Law: New York
19. Amendments to the Conditions for Notes cleared through SIX SIS
Ltd:
Bearer Notes: Represented by a Permanent Global Note (as defined below) which
is exchangeable for individually certificated securities (Wertpapiere) in the
limited circumstances described below.
For the purpose of these Notes only, Condition 1 (Form, Denomination, Title
and Currency) shall be amended, supplemented and replaced as follows:
"The Notes will be issued in bearer form and represented by a permanent global
note (Globalurkunde auf Dauer) (the "Permanent Global Note"), in accordance
with article 973b of the Swiss Code of Obligations, which will be deposited
with SIX SIS Ltd ("SIS"), or, as the case may be, with any other intermediary
in Switzerland recognized for such purposes by SIX Swiss Exchange Ltd
(together with SIS, the "Intermediary"). Once the Permanent Global Note is
deposited with the Intermediary and entered into the accounts of one or more
participants of the Intermediary, the Notes will constitute intermediated
securities (Bucheffekten) in accordance with the provisions of the Swiss
Federal Intermediated Securities Act (Bucheffektengesetz).
Each holder of an interest in such Notes (the "Holders" and, individually, a
"Holder") shall have a quotal co-ownership interest (Miteigentumsanteil) in
the Permanent Global Note to the extent of its claim against the Issuer,
provided that for so long as the Permanent Global Note remains deposited with
SIS, the co-ownership interest shall be suspended such that (i) legal title to
direct interests in the Permanent Global Note held by SIS participants will be
evidenced, and transfers thereof may be effected, by entries on the securities
accounts of the relevant SIS participants and (ii) legal title to any indirect
interest in the Permanent Global Note not held by a SIS participant will be
evidenced, and transfers thereof may be effected, by an entry with respect to
the transferred interest in a securities account of the relevant transferee.
The records of the Intermediary will determine conclusively the number of
Notes held through each participant in the Intermediary. In respect of Notes
held in the form of intermediated securities (Bucheffekten), the Holders will
be the persons holding the Notes in a securities account (Effektenkonto) which
is in their name, or in case of intermediaries (Verwahrungsstellen), the
intermediaries holding the Notes for their own account in a securities account
which is in their name. For the avoidance of doubt, payments on the Notes by
the Swiss Paying Agent will be made only to SIS for purposes of facilitating
payments through its participants.
Neither the Issuer or the Holders or any other person shall at any time have
the right to effect or demand the conversion of the Permanent Global Note
into, or the delivery of, uncertificated securities (Wertrechte) or
individually certificated securities (Wertpapiere).
Individually certificated securities may only be printed, in whole, but not in
part, if the Swiss Paying Agent determines, in its sole discretion, that the
printing of such individually certificated securities is necessary or useful.
Should the Swiss Paying Agent so determine, it shall provide for the printing
of the individually certificated securities without cost to the Holders.
Should individually certificated securities be printed, the Swiss Paying Agent
will then exchange the Permanent Global Note as soon as possible against
individually certificated securities with no coupons attached. The Issuer has
irrevocably authorized the Swiss Paying Agent to provide for the printing of
individually certificated securities on its behalf. The individually
certificated securities will not be issued in bearer form, but shall be issued
exclusively in registered form for U.S. tax purposes whereby, inter alia,
title shall be evidenced exclusively by registration of the Holders in the
register (the "Swiss Register") to be established and maintained by the
registrar appointed by the Issuer and acting on its behalf after consultation
with the Swiss Paying Agent (the "Swiss Registrar") and duly notified to the
Holders in accordance with the Terms and Conditions.
Upon delivery of the individually certificated securities, the Permanent
Global Note will immediately be cancelled by the Swiss Paying Agent and the
Notes in the form of individually certificated securities shall be delivered
instead to the Holders, who for this purpose must be registered in the Swiss
Register, against cancellation of the Notes in the Holders' respective
securities accounts. Notes documented by individually certificated securities
shall not be included in the records of SIS or any other clearing system or
any other intermediary and, therefore, shall not constitute intermediated
securities.
The registration of a new Holder by the Swiss Registrar will only occur upon
presentation of the relevant individually certificated securities to the Swiss
Registrar. No transfer of such individually certificated securities will be
valid unless and until entered into the Swiss Register. Individually
certificated securities may be registered only in the name of and transferred
to a specified person. Only the duly registered Holder will be entitled to
payments on the individually certificated securities.
20. Other terms and amendments to the Terms and Conditions:
For the purpose of these Notes only, the opening lines of the Terms and
Conditions shall be supplemented as follows:
"For the purpose of the Notes, the Issuer has, together with BNP Paribas
(Suisse) SA (the "Swiss Paying Agent") and the Global Agent entered into a
supplemental agency agreement dated 24 July 2024 (the "Supplemental Agency
Agreement").
For the purpose of the Notes, any reference in the Conditions to the "Paying
Agent" shall, so far as the context permits, be construed as reference to the
Swiss Paying Agent.
In relation to the Notes, the address of the Swiss Paying Agent is BNP Paribas
(Suisse) SA, 2, place de Hollande, 1204 Geneva, Switzerland.
Condition 7(c) (Payments-Bearer Notes) of the Terms and Conditions shall be
supplemented as follows:
"Except to the extent required by law, payments of principal in respect of the
Notes shall be made only at the office of the Swiss Paying Agent in Geneva in
freely disposable Swiss Francs without collection costs and whatever the
circumstances may be, irrespective of nationality, domicile or residence of
the holder of Notes and without requiring any certification, affidavit or the
fulfilment of any other formality. Payments on the Notes will also be made
irrespective of any present or future transfer restrictions and regardless of
any bilateral or multilateral payment or clearing agreement which may be
applicable at any time to such payment.
The receipt in full by the Swiss Paying Agent of the due and punctual payment
of the funds in Swiss Francs in Geneva in the manner provided by the
Conditions and this Pricing Supplement shall release the Issuer from its
obligation under the Notes for the payment of principal due on the respective
payment dates to the extent of such payments."
Condition 13 (Agents) of the Terms and Conditions shall be supplemented as
follows:
"In respect of the Notes, the Issuer will at all times maintain a Swiss Paying
Agent having a specified office in Switzerland and will at no time appoint a
Swiss paying agent having a specified office outside Switzerland. Subject to
the above, the Issuer is entitled to vary or terminate the appointment of the
Swiss Paying Agent and/or approve any change in the specified office through
which it acts."
Condition 15 (Notices) of the Terms and Conditions shall be supplemented as
follows:
"So long as the Notes are listed on SIX Swiss Exchange Ltd and so long as the
rules of SIX Swiss Exchange Ltd so require, all notices regarding the Notes
and the Issuer (with respect to the Notes) must be published (i) on the
website of SIX Swiss Exchange Ltd (https://www.six-group.com, where notices
are currently published under
https://www.six-group.com/en/products-services/the-swiss-stock-exchange/market-data/news-tools/official-notices.html#/))
or (ii) otherwise in accordance with the regulations of SIX Swiss Exchange
Ltd. Any notices so given will be deemed to have been validly given on the
date of such publication or if published more than once, on the first date of
such publication."
Other Relevant Terms
1. Listing (if yes, specify Stock
Exchange):
The Notes have been provisionally admitted to trading on SIX Swiss Exchange as
of July 24, 2024. The last day of trading will be the second business day
prior to the Maturity Date. Application for the listing of the Notes according
to the Standard for Bonds of SIX Swiss Exchange will be made.
2. Details of Clearance System Approved by the Bank and the
Global Agent and Clearance and Settlement Procedures:
SIX SIS Ltd, Olten, Switzerland ("SIS")
For Clearance and Settlement Procedures, see "Additional Information regarding
Clearing and Settlement" below.
3. Syndicated: No
4. Commissions and Concessions: CHF 568,000
5. Estimated Total Expenses: The Dealer has agreed to pay for all material expenses related to the issuance
of the Notes.
6. Codes:
(a) Common Code: 286874924
(b) ISIN: CH1335850314
(c) Swiss Security Number: 133585031
7. Identity of Dealer(s)/Manager(s): BNP Paribas (Suisse) SA
8. Special conditions for Notes cleared through SIS:
(a) Individual Definitive Registered Notes Available on Issue
Date:
No
(b) DTC Global Note(s): No
(c) Permanent Global Notes: Yes, issued in accordance with the Amended and Restated Global Agency
Agreement, dated as of July 28, 2020, between the Bank, Citibank, N.A., London
Branch as Global Agent, and the other parties thereto and the Supplemental
Agency Agreement, dated July 24, 2024, entered into among the Bank, Citibank,
N.A., London Branch and BNP Paribas (Suisse) SA. BNP Paribas (Suisse) SA is
the Swiss Paying Agent with respect to the Notes.
9. Intended to be held in a manner which would allow
Eurosystem eligibility:
Not Applicable
10. Selling Restrictions:
(a) United States: Under the provisions of Section 11(a) of the Inter-American Development Bank
Act, the Notes are exempted securities within the meaning of Section 3(a)(2)
of the U.S. Securities Act of 1933, as amended, and Section 3(a)(12) of the
U.S. Securities Exchange Act of 1934, as amended.
(b) United Kingdom: The Dealer represents and agrees that (a) it has only communicated or caused
to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning
of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA"))
received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Bank,
and (b) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to such Notes in, from or
otherwise involving the UK.
(c) Singapore: In the case of the Notes being offered into Singapore in a primary or
subsequent distribution, and solely for the purposes of its obligations
pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of
Singapore (the "SFA"), the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A of the SFA) that the Notes are
"prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
(d) General: No action has been or will be taken by the Issuer that would permit a public
offering of the Notes, or possession or distribution of any offering material
relating to the Notes in any jurisdiction where action for that purpose is
required. Accordingly, the Dealer agrees that it will observe all applicable
provisions of law in each jurisdiction in or from which it may offer or sell
Notes or distribute any offering material.
General Information
Additional Information Regarding the Notes
1. Use of Proceeds
The language set out under the heading "Use of Proceeds" in the Prospectus
shall be deleted in its entirety and replaced by the following:
The Bank's mission is to improve lives in Latin America
and the Caribbean countries by contributing to the acceleration of the process
of economic and social development and by supporting efforts to reduce poverty
and inequality in a sustainable, climate friendly way. All projects undertaken
by the Bank go through the Bank's rigorous sustainability framework. The
framework tracks measurable results, adherence to lending targets and the
effectiveness of its environmental and social safeguards.
The net proceeds from the sale of the Notes will be
included in the ordinary capital resources of the Bank, used in its ordinary
operations, and will not be committed or earmarked for lending to, or
financing of, any specific loans, projects, or programs.
The Bank's administrative and operating expenses are
currently covered entirely by the Bank's various sources of revenue,
consisting primarily of net interest margin and investment income (as more
fully described in the Information Statement).
2. Additional Investment Considerations
Although the net proceeds from the sale of the Notes
will be included in the ordinary capital resources of the Bank, used in its
ordinary operations, the Notes may not satisfy an investor's requirements if
the investor seeks to invest in assets with certain sustainability
characteristics. No assurance is or can be given to investors that the use
of proceeds will satisfy, whether in whole or in part, any present or future
investor expectations or requirements regarding any investment criteria or
guidelines applicable to any investor or its investments. In addition, no
assurance is or can be given to investors that any projects undertaken by the
Bank will meet any or all investor expectations regarding "sustainable" or
other equivalently-labelled performance objectives or that any adverse
environmental, social and/or other impacts will not occur during the
implementation by the borrower or any other implementing entity of any
projects. Furthermore, it should be noted that there is currently no
clearly-defined definition (legal, regulatory or otherwise) of, nor market
consensus as to what constitutes, a "sustainable" or an equivalently-labelled
project or as to what precise attributes are required for a particular project
to be defined as "sustainable" or such other equivalent label and if developed
in the future, Notes may not comply with any such definition or label.
There can be no assurance that the net proceeds from the sale of any
particular tranche of Notes will be totally or partially disbursed for any
projects undertaken by the Bank within the term of such Notes. Not all
projects undertaken by the Bank will be completed within the specified period
or with the results or outcome as originally expected or anticipated by the
Bank and some planned projects might not be completed at all. Each potential
purchaser of the Notes should determine for itself the relevance of the
information contained in this Prospectus regarding the use of proceeds and its
purchase of the Notes should be based upon such investigation as it deems
necessary.
3. United Stated Federal Income Tax Matters:
The following supplements the discussion under the "Tax Matters" section of
the Prospectus regarding the United States federal income tax treatment of the
Notes, and is subject to the limitations and exceptions set forth therein.
Any tax disclosure in the Prospectus or this Pricing Supplement is of a
general nature only, is not exhaustive of all possible tax considerations and
is not intended to be, and should not be construed to be, legal, business or
tax advice to any particular prospective investor. Each prospective investor
should consult its own tax advisor as to the particular tax consequences to it
of the acquisition, ownership, and disposition of the Notes, including the
effects of applicable United States federal, state, and local tax laws and
non-United States tax laws and possible changes in tax laws.
The Notes should be treated as issued in registered form for United States
federal income tax purposes, notwithstanding that the Notes will be
represented by a Permanent Global Bearer Instrument.
4. Statute of Limitations
Pursuant to New York law, Notes (and Coupons, if any)
may become unenforceable unless presented for payment within six years after
the due date for payment.
INTER-AMERICAN DEVELOPMENT BANK
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