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REG - Inter-American Dev - Issue of Debt

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RNS Number : 7461H  Inter-American Development Bank  07 May 2025

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No.: 992

 

U.S.$2,000,000,000 3.75 percent Notes due June 14, 2030 (the "Notes")

Issue Price:  99.665 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

 

HSBC

J.P. Morgan

RBC Capital Markets

Scotiabank

 

Barclays

BMO Capital Markets

BNP Paribas

BofA Securities

Citigroup

Deutsche Bank

Morgan Stanley

NatWest

Nomura

Wells Fargo Securities

 

 

 

The date of this Pricing Supplement is May 5, 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.

UK MiFIR product governance / Retail investors, professional investors and
ECPs target market - See "General Information-Additional Information Regarding
the Notes-Matters relating to UK MiFIR" 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.:                                                    992
 2.            Aggregate Principal Amount:                                    U.S.$2,000,000,000
 3.            Issue Price:                                                   U.S.$1,993,300,000 which is 99.665 percent of the Aggregate Principal Amount
 4.            Issue Date:                                                    May 7, 2025
 5.            Form of Notes                                                  Book-entry only (not exchangeable for Definitive Fed Registered Notes,

(Condition 1(a)):                                             Conditions 1(a) and 2(b) notwithstanding)
 6.            Authorized Denomination(s)                                     U.S.$1,000 and integral multiples thereof

(Condition 1(b)):
 7.            Specified Currency                                             United States Dollars (U.S.$) being the lawful currency of the United States

(Condition 1(d)):                                             of America
 8.            Specified Principal Payment Currency                           U.S.$

(Conditions 1(d) and 7(h)):
 9.            Specified Interest Payment Currency                            U.S.$

(Conditions 1(d) and 7(h)):
 10.           Maturity Date

(Condition 6(a); Fixed Interest Rate and Zero Coupon):

                                                                              June 14, 2030
 11.           Interest Basis                                                 Fixed Interest Rate (Condition 5(I))

(Condition 5):
 12.           Interest Commencement Date                                     Issue Date (May 7, 2025)

(Condition 5(III)):
 13.           Fixed Interest Rate (Condition 5(I)):                          3.75 percent per annum

               (a)        Interest Rate:
               (b)        Fixed Rate Interest Payment Date(s):

                                                                              Semi-annually in arrear on June 14 and December 14 in each year, commencing
                                                                              with a long first coupon on December 14, 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:                                     New York
 15.           Relevant Business Day:                                         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
 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:

                                                                              Federal Reserve Bank of New York; Euroclear Bank SA/NV; Clearstream Banking
                                                                              S.A.

 3.            Syndicated:                                                    Yes
 4.            If Syndicated:
               (a)        Liability:                                          Several
               (b)        Lead Managers:                                      HSBC Bank plc

                                                                              J.P. Morgan Securities plc

                                                                              RBC Capital Markets, LLC

                                                                              The Bank of Nova Scotia, London Branch
 5.            Commissions and Concessions:                                   0.125 percent of the Aggregate Principal Amount
 6.            Estimated Total Expenses:                                      The Lead Managers have 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.
 7.            Codes:
               (a)        Common Code:                                        306861271
               (b)        ISIN:                                               US4581X0EV68
               (c)        CUSIP:                                              4581X0EV6

 8.          Identity of Managers:           HSBC Bank plc

                                             J.P. Morgan Securities plc

                                             RBC Capital Markets, LLC

                                             The Bank of Nova Scotia, London Branch

                                             Barclays Bank PLC

                                             BMO Capital Markets Corp.

                                             BNP PARIBAS

                                             Citigroup Global Markets Limited

                                             Deutsche Bank AG, London Branch

                                             Merrill Lynch International

                                             Morgan Stanley & Co. International plc

                                             NatWest Markets Plc

                                             Nomura International plc

                                             Wells Fargo Securities, LLC
 9.          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:      Each of the Managers 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:           Each of the Managers 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).

                                             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, each of the Managers agrees that it will observe all
             (d)       General:              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.         Matters relating to UK MiFIR

The Bank does not fall under the scope of application of the UK MiFIR
regime.  Consequently, the Bank does not qualify as an "investment firm",
"manufacturer" or "distributor" for the purposes of UK MiFIR.

            UK MiFIR product governance / Retail investors,
professional investors and ECPs target market - Solely for the purposes of
each UK 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 retail clients, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of
the EUWA, eligible counterparties, as defined in COBS, and professional
clients, as defined in UK MiFIR; and (ii) all channels for distribution of the
Notes are appropriate, including investment advice, portfolio management,
non-advised sales and pure execution services. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into
consideration the UK manufacturers' target market assessment; however, a
distributor subject to the UK MiFIR Product Governance Rules is responsible
for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the UK manufacturers' target market assessment)
and determining appropriate distribution channels, subject to the
distributor's suitability and appropriateness obligations under COBS, as
applicable.

For the purposes of this provision, (i) the expression "UK manufacturers"
means HSBC Bank plc, J.P. Morgan Securities plc and The Bank of Nova Scotia,
London Branch, (ii) the expression "COBS" means the FCA Handbook Conduct of
Business Sourcebook, (iii) the expression "UK MiFIR" means Regulation (EU) No
600/2014 as it forms part of UK domestic law by virtue of the EUWA and (iv)
the expression "UK MiFIR Product Governance Rules" means the FCA Handbook
Product Intervention and Product Governance Sourcebook.

 

INTER-AMERICAN DEVELOPMENT BANK

 

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