REG - Inter-American Dev - Issue of Debt
07/03/2023 08:15
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RNS Number : 0733S Inter-American Development Bank 06 March 2023
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 865
GBP 400,000,000 4.000 percent Notes due December 17, 2029 (the "Notes")
Issue Price: 99.176 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
Barclays
Deutsche Bank
HSBC
The date of this Pricing Supplement is March 2, 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.
MiFID II and UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - See "General Information-Additional
Information Regarding the Notes-Matters relating to MiFID II and 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),
these are the only terms that form part of the form of Notes for such issue.
1. Series No.: 865
2. Aggregate Principal Amount: GBP 400,000,000
3. Issue Price: GBP 396,704,000, which is 99.176 percent of the Aggregate Principal Amount.
4. Issue Date: March 6, 2023
5. Form of Notes Registered only, as further provided in paragraph 8(c) of "Other Relevant
(Condition 1(a)): Terms" below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)):
GBP 1,000 and integral multiples thereof
8. Specified Currency Pound sterling ("GBP") being the lawful currency of the United Kingdom of
(Condition 1(d)): Great Britain and Northern Ireland
9. Specified Principal Payment Currency GBP
(Conditions 1(d) and 7(h)):
10. Specified Interest Payment Currency GBP
(Conditions 1(d) and 7(h)):
11. Maturity Date December 17, 2029
(Condition 6(a); Fixed Interest Rate):
12. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
13. Interest Commencement Date Issue Date (March 6, 2023)
(Condition 5(III)):
14. Fixed Interest Rate (Condition 5(I)): 4.000 percent per annum
(a) Interest Rate:
(b) Fixed Rate Interest Payment Date(s):
Annually in arrear on December 17 in each year, commencing with a short first
coupon on December 17, 2023, up to and including the Maturity Date.
Each 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) Initial Broken Amount: GBP 31.34 per GBP 1,000 principal amount
(e) Fixed Rate Day Count Fraction(s):
Actual/Actual (ICMA)
15. Relevant Financial Center: London and New York
16. Relevant Business Days: London and New York
17. Issuer's Optional Redemption (Condition 6(e)): No
18. Redemption at the Option of the Noteholders (Condition 6(f)): No
19. 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 with effect from the Issue Date.
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: Yes
4. If Syndicated:
(a) Liability: Several and not joint
(b) Managers: Barclays Bank PLC
Deutsche Bank AG, London Branch
HSBC Bank plc
5. Commissions and Concessions: 0.02% of the Aggregate Principal Amount
6. Estimated Total Expenses: The 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: 259403499
(b) ISIN: XS2594034998
8. Provisions 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 July 28, 2020, among the Bank, Citibank, N.A., as Global
Agent, and the other parties thereto.
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: 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: 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) Canada: Each of the Managers represents, warrants and agrees that it has not offered,
sold or distributed and will not offer, sell or distribute any Notes, directly
or indirectly, in Canada or to or for the benefit of any resident of Canada,
other than in compliance with applicable securities laws and, without limiting
the generality of the foregoing: (a) any offer, sale or distribution of the
Notes in Canada has and will be made only to purchasers that are (i)
"accredited investors" (as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario)) and
"permitted clients" (as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations), (ii) purchasing as principal, or are deemed to be purchasing as
principal in accordance with applicable Canadian securities laws, and (iii)
not a person created or used solely to purchase or hold the Notes as an
"accredited investor" as described in paragraph (m) of the definition of
"accredited investor" in section 1.1 of NI 45-106; (b) it is either (i)
appropriately registered under applicable Canadian securities laws in each
relevant province or territory to sell and deliver the Notes, (ii) such sale
and delivery will be made through an affiliate of it that is so registered if
the affiliate is registered in a category that permits such sale and has
agreed to make such sale and delivery in compliance with the representations,
warranties and agreements set out herein, or (iii) it is relying on an
exemption from the dealer registration requirements under applicable Canadian
securities laws and has complied with the requirements of that exemption and
(c) it has not and will not distribute or deliver the Prospectus, or any other
offering material in connection with any offering of the Notes, in or to a
resident of Canada other than in compliance with applicable Canadian
securities laws.
(e) 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, each of the Managers 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 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).
2. Matters relating to MiFID II and UK MiFIR
The Bank does not fall under the scope of application of either the MiFID II
or the UK MiFIR regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes of MiFID
II or UK MiFIR.
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; and (ii) all channels for distribution of the Notes are appropriate.
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
Deutsche Bank AG, London Branch, and the expression "MiFID II" means Directive
2014/65/EU, as amended.
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. 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.
For the purposes of this provision, (i) the expression "UK
manufacturers" means Barclays Bank PLC, Deutsche Bank AG, London Branch and
HSBC Bank plc, (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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