REG - Inter-American Dev - Issue of Debt
22/07/2025 08:15
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RNS Number : 9761R Inter-American Development Bank 22 July 2025
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 1002
EUR 100,000,000 3.032 percent Notes due July 18, 2035 (the "Notes")
Issue Price: 100.00 percent
Application has been made for the Notes to be admitted to the
Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange plc's
UK Regulated Market
BNP PARIBAS
The date of this Pricing Supplement is July 16 2025.
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")). 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.
MiFID II product governance / Retail investors, professional investors and
ECPs target market - See "General Information-Additional Information Regarding
the Notes-Matters relating to MiFID II" below.
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.: 1002
2. Aggregate Principal Amount: EUR 100,000,000
3. Issue Price: EUR 100,000,000, which is 100.00 percent of the Aggregate Principal Amount
4. Issue Date: July 18, 2025
5. Form of Notes
(Condition 1(a)):
Registered only, as further provided in paragraph 8 of "Other Relevant Terms"
below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)):
EUR 100,000 and integral multiples thereof
8. Specified Currency
(Condition 1(d)):
Euro ("EUR")
9. Specified Principal Payment Currency
(Conditions 1(d) and 7(h)):
EUR
10. Specified Interest Payment Currency
(Conditions 1(d) and 7(h)):
EUR
11. Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
July 18, 2035
12. Interest Basis
(Condition 5):
Fixed Interest Rate (Condition 5(I))
13. Interest Commencement Date
(Condition 5(III)):
Issue Date (July 18, 2025)
14. Fixed Interest Rate (Condition 5(I)):
(a) Interest Rate: 3.032 percent per annum
(b) Fixed Rate Interest Payment Date(s):
Annually in arrear on July 18 in each year, commencing on July 18, 2026, 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):
Actual/Actual (ICMA)
15. Relevant Financial Center: Europe
16. Relevant Business Days: London, New York and T2
17. Issuer's Optional Redemption (Condition 6(e)):
No
18. Redemption at the Option of the Noteholders (Condition 6(f)):
No
19. Early Redemption Amount (including accrued interest, if applicable) (Condition
9):
In the event the Notes become due and payable as provided in Condition 9
(Default), the Early Redemption Amount with respect to the minimum Authorized
Denomination will be EUR 100,000 plus accrued interest, if any, as determined
in accordance with "14. Fixed Interest Rate (Condition 5(I))".
20. Prescription: (a) Principal: Ten years from the Relevant Date
(b) Interest: Five years from the Relevant Date
21. Governing Law: English
Other Relevant Terms
1. Listing: Application has been made for the Notes to be admitted to the Official List of
the Financial Conduct Authority and to trading on the London Stock Exchange
plc's UK Regulated Market
2. Details of Clearance System Approved by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
Euroclear Bank SA/NV and Clearstream Banking S.A.
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions are payable in respect of the Notes. The
Dealer has arranged a swap between the Bank and a third party in connection
with this transaction and may receive amounts thereunder that may comprise
compensation.
5. Estimated Total Expenses: The Dealer has agreed to pay for all material expenses related to the issuance
of the Notes, except the Issuer will pay for the London Stock Exchange listing
fees, if applicable.
6. Codes:
(a) ISIN: XS3124435465
(b) Common Code: 312443546
7. Identity of Dealer: BNP PARIBAS
8. Provision for Registered Notes:
(a) Individual Definitive Registered Notes Available on Issue Date: No
(b) DTC Global Note(s): No
(c) Other Registered 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. The Notes will be held
under the New Safekeeping Structure (NSS) and registered in the name of a
nominee of a common safekeeper for Euroclear or Clearstream, Luxembourg.
9. Intended to be held in a manner which would allow Eurosystem eligibility: Yes. Note that the designation "yes" means that the Notes are intended upon
issue to be deposited with one of the ICSDs as common safekeeper or registered
in the name of a nominee of one of the ICSDs acting as common safekeeper, and
does not necessarily mean that the Notes will be recognized as eligible
collateral for Eurosystem monetary policy and intra-day credit operations by
the Eurosystem either upon issue or at any or all times during their life.
Such recognition will depend upon satisfaction of the Eurosystem eligibility
criteria.
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: The Dealer represents, warrants and agrees, that it has not offered or sold
any Notes or caused the Notes to be made the subject of an invitation for
subscription or purchase and will not offer or sell any Notes or cause the
Notes to be made the subject of an invitation for subscription or purchase,
and has not circulated or distributed, nor will it circulate or distribute the
Prospectus, this Pricing Supplement or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase,
of the Notes, whether directly or indirectly, to any person in Singapore other
than: (i) to an institutional investor (as defined in Section 4A of the SFA)
pursuant to Section 274 of the SFA or (ii) to an accredited investor (as
defined in Section 4A of the SFA) pursuant to and in accordance with the
conditions specified in Section 275 of the SFA and (where applicable)
Regulation 3 of the Securities and Futures (Classes of Investors) Regulations
2018 of Singapore.
Investors should note that there may be restrictions on the secondary sale of
the Notes under Section 276 of the SFA.
Any reference to the SFA is a reference to the Securities and Futures Act 2001
of Singapore and a reference to any term that is defined in the SFA or any
provision in the SFA is a reference to that term or provision as amended or
modified from time to time including by such of its subsidiary legislation as
may be applicable at the relevant time.
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 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. Service of Process
Agent for Service of Process (Condition 16(c)) Law Debenture Corporate Services Limited,
8th Floor,
100 Bishopsgate,
London EC2N 4AG.
4. Matters relating to MiFID II
The Bank does not fall under the scope of application of the MiFID II
regime. Consequently, the Bank does not qualify as an "investment firm",
"manufacturer" or "distributor" for the purposes of MiFID II.
MiFID II product governance / Retail investors, professional investors and
ECPs target market - Solely for the purposes of the EU manufacturer's product
approval process, the target market assessment in respect of the Notes has led
to the conclusion that: (i) the target market for the Notes is eligible
counterparties, professional clients and retail clients, each as defined in
MiFID II; (ii) all channels for distribution to eligible counterparties and
professional clients are appropriate; and (iii) the following channels for
distribution of the Notes to retail clients are appropriate - investment
advice, portfolio management, non-advised sales and pure execution services,
subject to the distributor's suitability and appropriateness obligations under
MiFID II, as applicable. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the EU
manufacturer's target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the EU manufacturer's
target market assessment) and determining appropriate distribution channels.
For the purposes of this provision, the expression "EU manufacturer" means the
Dealer, and the expression "MiFID II" means Directive 2014/65/EU, as amended.
INTER-AMERICAN DEVELOPMENT BANK
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