REG - Inter-American Dev - Issue of Debt
08/04/2025 19:15
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RNS Number : 2069E Inter-American Development Bank 08 April 2025
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 984
U.S.$15,500,000 Multi Callable 4.85 percent Notes due April 8, 2035 (the
"Notes")
Issue Price: 100.00 percent
No application has been made to list the Notes on any stock exchange
Morgan Stanley
The date of this Pricing Supplement is April 3, 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 / Professional investors 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.: 984
2. Aggregate Principal Amount: U.S.$15,500,000
3. Issue Price: U.S.$15,500,000, which is 100.00 percent of the Aggregate Principal Amount
4. Issue Date: April 8, 2025
5. Form of Notes
(Condition 1(a)):
Registered only
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)):
U.S.$10,000 and integral multiples thereof
8. Specified Currency
(Condition 1(d)):
United States Dollars (U.S.$) being the lawful currency of the United States
of America
9. Specified Principal Payment Currency
(Conditions 1(d) and 7(h)):
U.S.$
10. Specified Interest Payment Currency
(Conditions 1(d) and 7(h)):
U.S.$
11. Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
April 8, 2035
12. Interest Basis
(Condition 5):
Fixed Interest Rate (Condition 5(I))
13. Interest Commencement Date
(Condition 5(III)):
Issue Date (April 8, 2025)
14. Fixed Interest Rate (Condition 5(I)):
(a) Interest Rate: 4.85 percent per annum
(b) Fixed Rate Interest Payment Date(s):
Annually in arrear on April 8 in each year, commencing on April 8, 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):
30/360
15. Relevant Financial Center: New York
16. Relevant Business Days: New York
17. Issuer's Optional Redemption (Condition 6(e)):
Yes, in whole but not in part
(a) Notice Period: No less than five (5) Relevant Business Days prior to the Optional Redemption
Dates
(b) Amount: 100.00 percent per Authorized Denomination
(c) Date(s): April 8 in each year, commencing on April 8, 2027, up to and including April
8, 2034
(d) Early Redemption Amount Bank:
100.00 percent of the Aggregate Principal Amount
18. Redemption at the Option of the Noteholders (Condition 6(f)):
No
19. Governing Law: New York
Other Relevant Terms
1. Listing: None
2. Details of Clearance System Approved by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
Euroclear Bank SA/NV; 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: XS3041305635
(b) Common Code: 304130563
7. Identity of Dealer: Morgan Stanley & Co. International plc
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.
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: 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. 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 / Professional investors
target market - Solely for the purposes of the 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 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
manufacturer's 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 manufacturer's target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, (i) the expression
"UK manufacturer" means the Dealer, (ii) the expression "UK MiFIR" means
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of
the EUWA, and (iii) 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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