REG - Inter-American Dev - Issue of Debt
26/01/2023 08:15
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RNS Number : 8996N Inter-American Development Bank 25 January 2023
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 855
NZD375,000,000 4.75 per cent. Notes due 25 January 2030 ("Notes")
Issue Price: 99.482702 per cent.
No application has been made to list the Notes on any stock exchange.
ANZ Bank New Zealand Limited
Commonwealth Bank of Australia (ABN 48 123 123 124)
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New
Zealand branch)
The date of this Pricing Supplement is 23 January 2023.
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.
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 which form
part of the form of Notes for such issue.
1. (a) Series No.: 855
(b) Tranche No.: 1
2. Aggregate Principal Amount: NZD375,000,000
3. Issue Price: NZD373,060,132.50, which is 99.482702 per cent. of the Aggregate Principal
Amount
4. Issue Date: 25 January 2023
5. Form of Notes Registered only, as further provided in paragraph 8(c) of "Other Relevant
Terms" below
(Condition 1(a)):
6. New Global Note: No
7. Authorized Denomination(s) Outside New Zealand, NZD1,000 and integral multiples thereof
(Condition 1(b)): Within New Zealand, NZD100,000 and integral multiples of NZD10,000 in excess
thereof (subject to the selling restrictions set forth in Item 20 below under
"Other Relevant Terms" and a minimum subscription of NZD750,000)
8. Specified Currency New Zealand Dollars ("NZD"), being the lawful currency of New Zealand
(Condition 1(d)):
9. Specified Principal Payment Currency NZD
(Conditions 1(d) and 7(h)):
10. Specified Interest Payment Currency NZD
(Conditions 1(d) and 7(h)):
11. Maturity Date 25 January 2030
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
12. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
13. Interest Commencement Date Issue Date (25 January 2023)
(Condition 5(III)):
14. Fixed Interest Rate (Condition 5(I)):
(a) Interest Rate: 4.75 per cent. per annum
(b) Fixed Rate Interest Payment Date(s): Semi-annually in arrear on 25 January and 25 July in each year and the
Maturity Date, commencing with a coupon payment on 25 July 2023
Each Interest Payment Date is subject to adjustment in accordance with the
Following Business Day Convention with no adjustment to the amount of interest
otherwise calculated
RBNZ Bond Basis, being one divided by the number of Fixed Rate Interest
Payment Dates in a year. For amounts paid other than on and/or calculated in
respect of dates other than Fixed Rate Interest Payment Dates: Actual/Actual
(ICMA)
(c) Fixed Rate Day Count Fraction(s):
15. Relevant Financial Center: Auckland and Wellington
16. Relevant Business Day: Auckland and Wellington
17. Issuer's Optional Redemption No
(Condition 6(e)):
18. Redemption at the Option of the Noteholders (Condition 6(f)): No
19. Early Redemption Amount (including accrued interest, if 100 per cent. per Authorized Denomination plus accrued interest
applicable)
(Condition 9):
20. Governing law: New York
21. Amendment to Conditions: Condition 7(a)(ii) shall be amended by deleting "business day" and "fifteenth
calendar day" and replacing them in each instance with the words "tenth
calendar day".
Condition 7(h) shall be amended by deleting the following words "a U.S.
dollar/Specified Currency exchange rate determined by IADB or its Designee as
of the second Business Day prior to such payment or, if IADB or its Designee
determines that no such rate is available as of such second Business Day, on
the basis of the exchange rate most recently available prior to such second
Business Day. In making such determinations, IADB or its Designee shall act
in good faith and in a commercially reasonable manner having taken into
account all available information that it shall deem relevant." and replacing
them with the words "a U.S. dollar/Specified Currency exchange rate determined
by the Calculation Agent as of the second Business Day prior to such payment,
or, if the Calculation Agent determines that no such exchange rate is
available as of such second Business Day, on the basis of the exchange rate
most recently available prior to such second Business Day. In making such
determinations, the Calculation Agent shall act in good faith and in a
commercially reasonable manner having taken into account all available
information that it shall deem relevant".
In Condition 7(h), the definition of "Calculation Agent" shall be deemed to
mean "Computershare Investor Services Limited".
Other Relevant Terms
1. Listing (if yes, specify Stock Exchange): Unlisted.
2. Details of Clearance System Approved by the Issuer and the The NZClear system operated by the Reserve Bank of New Zealand ("NZClear")
Global Agent and Clearance and Settlement Procedures:
Subject to the rules of the relevant clearing and settlement system, Investors
may elect to hold interests in the Notes (i) directly through NZClear, (ii)
indirectly through Euroclear or Clearstream, Luxembourg if they are
participants in such systems, or (iii) indirectly through organizations which
are participants in any of such systems. The Issuer has been advised that
Euroclear and Clearstream, Luxembourg will hold interests on behalf of their
participants through customers' securities accounts in their respective names
on the books of their respective New Zealand sub-custodians, which in turn
will hold such interests in customers' securities accounts in the names of the
New Zealand sub-custodians on the books of NZClear. Participants in any of
such systems should contact the relevant clearing system(s) if they have any
questions in relation to clearing, settlement and cross-market transfers
and/or trading.
3. Syndicated: No
4. If Syndicated: Not Applicable
5. Commissions and Concessions: 0.175630% of the principal amount on a yield basis (being NZD658,612.50),
comprised of a combined management, underwriting and selling concession
6. Codes:
(a) Common Code: 257830985
(b) ISIN: NZIDBDT010C0
7. Identity of Dealer: Commonwealth Bank of Australia (ABN 48 123 123 124)
ANZ Bank New Zealand Limited, Commonwealth Bank of Australia (ABN 48 123 123
124) and Westpac Banking Corporation (ABN 33 007 457 141) (acting through its
New Zealand branch) have been appointed to facilitate the secondary
distribution of the Notes.
8. Provisions for Registered Notes:
(a) Individual Definitive Registered Notes Available on Issue No
Date:
(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, as amended from time to time, between
the Bank, Citibank, N.A., London Branch as Global Agent, and the other parties
thereto.
9. Agent for Notes: The Paying Agent, Registrar, Transfer Agent, Custodian and Calculation Agent
for the Notes
shall be:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
New Zealand
10. Additional Risk Factors: There are various risks associated with the Notes including, but not limited
to, exchange rate risk, price risk and liquidity risk. Investors should
consult with their own financial, legal and accounting advisors about the
risks associated with an investment in these Notes, the appropriate tools to
analyze that investment, and the suitability of that investment in each
investor's particular circumstances. Holders of the Notes should also
consult with their professional tax advisors regarding tax laws applicable to
them.
11. Estimated Total Expenses: The Dealer has agreed to pay for all material expenses related to the issuance
of the Notes.
12. Selling Restrictions: The following should be read in conjunction with the more complete description
contained in Exhibit D to the Standard Provisions dated June 1, 2021, which
are incorporated by reference into the Terms Agreement.
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.
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.
New Zealand:
The Dealer agrees that no product disclosure statement or other disclosure
document in respect of the Notes has been, nor will be, registered or prepared
under, or for the purposes of, the New Zealand Financial Markets Conduct Act
2013 (the "FMC Act"). Accordingly, the Notes may not be offered in a manner
that makes the Notes subject to a regulated offer within the meaning of that
Act. Without limitation, no person may (directly or indirectly) offer for
subscription or purchase or issue invitations to subscribe for or buy, or sell
or transfer the Notes, or distribute any product disclosure statement or any
other advertisement or offering material relating to the Notes in New Zealand,
or to any resident of New Zealand, except that the Notes may be offered, sold
or transferred:
(i) to "wholesale investors" as that term is defined in clauses
3(2)(a), (c) and (d) of Schedule 1 to the FMC Act, being a person who is:
(aa) an "investment business";
(bb) "large"; or
(cc) a "government agency",
in each case as defined in Schedule 1 to the FMC Act; and
(ii) to "wholesale investors" within the meaning of clause
3(3)(b)(i) of Schedule 1 to the FMC Act in circumstances where there is no
contravention of the FMC Act,
provided that Notes may not be offered, sold or transferred to any "eligible
investor" (as defined in clause 41 of Schedule 1 to the FMC Act) or any person
that meets the investment activity criteria specified in clause 38 of Schedule
1 to the FMC Act.
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).
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
Recent developments
On November 20, 2022, Ilan Goldfajn was elected president of the Bank during a
Special Meeting of the Bank's Board of Governors. Mr. Goldfajn took office for
a five-year term on December 19, 2022.
Use of proceeds
The net proceeds from the sale of the Notes will be included in the ordinary
capital resources of the Bank and, will not be committed or earmarked for
lending to, or financing of, any specific loans, projects or programs. The
Bank, in partnership with its member countries, works to reduce poverty and
inequalities in Latin America and the Caribbean by promoting economic and
social development in a sustainable, climate friendly way.
The Bank's strategic priorities include social inclusion and equality,
productivity and innovation and economic integration along with three
cross-cutting issues: gender equality and diversity, climate change and
environmental sustainability, and institutional capacity and the rule of law.
Each strategic priority of the Bank aligns to at least one of the United
Nations Sustainable Development Goals ("SDGs"), with all goals covered within
the Bank's institutional strategy, which may be adapted from time to time
should the United Nations SDGs definition evolve.
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 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 Bank's Information Statement).
New Zealand Withholding Tax Considerations
The following is a summary of the New Zealand withholding tax treatment at the
date of this Pricing Supplement of payments of principal and interest on
Notes. This summary addresses the New Zealand withholding tax treatment of
payments of principal and interest to holders of Notes. It does not address
all New Zealand tax issues (including income tax issues) which may be relevant
to holders of Notes.
Prospective holders of a Note (including prospective holders of a beneficial
interest in a Note) should seek independent advice on the New Zealand tax
implications applicable to them.
To the extent that a beneficial interest in a Note is held by an RWT Holder,
payments of principal and/or interest by the Issuer should not be subject to
New Zealand resident withholding tax, provided that:
(1) the Issuer (and any other related entity through which the
payments of principal and/or interest are made) continues not to be a resident
in New Zealand for New Zealand income tax purposes, and does not carry on a
taxable activity in New Zealand through a fixed establishment in New Zealand;
and
(2) if Computershare Investor Services Limited (or any other
third party) receives principal and/or interest payments on behalf of or as
agent of the holder of that beneficial interest, prior to the payment being
made the holder has provided Computershare Investor Services Limited (or the
other third party) with the holder's New Zealand tax file number together with
certification they have "RWT-exempt status" (as defined in the Income Tax Act
2007 (NZ)) in respect of New Zealand resident withholding tax, and that status
remains valid at the time the payment is made, or Computershare Investor
Services Limited (or the other third party) has otherwise established that
holder's RWT-exempt status and that that status remains valid at the time the
payment is made.
To the extent that a beneficial interest in a Note is held by a person who is
not an RWT Holder, payments of principal and/or interest on that Note by the
Issuer should not be subject to New Zealand withholding tax.
Important Definition: For the purposes of these New Zealand withholding tax
considerations, an "RWT Holder" is a person who:
(1) is resident in New Zealand for New Zealand income tax purposes; or
(2) is carrying on business in New Zealand through a fixed
establishment in New Zealand and either:
(a) is a
registered bank (as defined in section 2 of the Reserve Bank of New Zealand
Act 1989) and is not associated (as defined in the Income Tax Act 2007) with
the Issuer; or
(b) holds the
Notes for the purposes of that fixed establishment.
New Zealand Register
The Register will be maintained pursuant to the Registry Services Agreement
entered into with Computershare Investor Services Limited as Registrar for the
Notes of this Series.
INTER-AMERICAN DEVELOPMENT BANK
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