REG - Inter-American Dev - Issue of Debt
18/01/2024 08:15
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RNS Number : 1310A Inter-American Development Bank 18 January 2024
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 897
GBP 500,000,000 3.875 percent Notes due February 15, 2029 (the "Notes")
Issue Price: 99.578 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 Main Market
Barclays Bank PLC
Deutsche Bank AG, London Branch
Merrill Lynch International
The date of this Pricing Supplement is January 11, 2024.
The Series 897 Notes have been issued with original issue discount for United
States tax purposes; therefore, the Notes are not intended to be sold or
resold to persons subject to U.S. tax laws.
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.: 897
2. Aggregate Principal Amount: GBP 500,000,000
3. Issue Price: GBP 497,890,000, which is 99.578 percent of the Aggregate Principal Amount.
4. Issue Date: January 17, 2024
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 February 15, 2029
(Condition 6(a); Fixed Interest Rate):
12. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
13. Interest Commencement Date Issue Date (January 17, 2024)
(Condition 5(III)):
14. Fixed Interest Rate (Condition 5(I)): 3.875 percent per annum
(a) Interest Rate:
(b) Fixed Rate Interest Payment Date(s): Annually in arrear on February 15 in each year, commencing with a long first
coupon on February 15, 2025, 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) 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 Main 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
Merrill Lynch International
5. Commissions and Concessions: 0.017 percent 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: 274486210
(b) ISIN: XS2744862108
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., London Branch
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. The Issuer and the Managers
have agreed that the Series 897 Notes will not be offered, sold or distributed
by the Managers, directly or indirectly, in the United States of America, its
territories or possessions, or to, or for the account or benefit of, persons
subject to U.S. tax laws in respect of the interest income on the Notes.
(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) 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. 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,
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 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, 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 manufacturer" means
Barclays Bank PLC, Deutsche Bank AG, London Branch, and Merrill Lynch
International, (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.
2. United States Federal Income Tax Matters:
The following supplements the discussion under the "Tax
Matters" section of the Prospectus regarding the U.S. 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 U.S. federal, state, and local tax
laws and non-U.S. tax laws and possible changes in tax laws.
Because the initial interest payment date under the
Notes is more than one year after the initial issuance of the Notes, none of
the interest payments on the Notes will be treated as "qualified stated
interest" for tax purposes. Accordingly, the Notes will be treated as issued
with original issue discount ("OID") in an amount equal to the excess of all
of the scheduled payments under the Notes (i.e., the sum of all of the GBP
interest and principal payments under the Notes) over the issue price for the
Notes. A U.S. Holder would then be required to accrue OID on the Notes, and
recognize foreign currency gain or loss upon an interest payment under the
Notes, in the manner described in the Prospectus under "Tax Matters - United
States Holders - Original Issue Discount - General" and "Tax Matters - United
States Holders - Original Issue Discount - Foreign Currency Discount Notes".
Subject to the rules discussed therein, the primary consequence of the Notes
being issued with OID is that all United States holders (including United
States holders that are subject to the cash basis method of accounting for tax
purposes) will be required to accrue interest on the Notes in ordinary income
and will recognize foreign currency or gain or loss to the extent of the
difference between the USD value of the payments on the Notes and the USD
amount that it accrued with respect to the corresponding OID accruals on the
Notes. United States holders are urged to consult their tax advisors regarding
the tax treatment of the Notes, and in particular the tax consequences arising
from the fact that the Notes will be treated as issued with OID for tax
purposes.
INTER-AMERICAN DEVELOPMENT BANK
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