REG - Inter-American Dev - Issue of Debt
03/05/2024 08:15
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RNS Number : 0906N Inter-American Development Bank 02 May 2024
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 920
GBP 500,000,000 4.375 percent Notes due May 2, 2033 (the "Notes")
Issue Price: 99.156 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
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
The date of this Pricing Supplement is April 29, 2024.
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),
these are the only terms that form part of the form of Notes for such issue.
1. Series No.: 920
2. Aggregate Principal Amount: GBP 500,000,000
3. Issue Price: GBP 495,780,000, which is 99.156 percent of the Aggregate Principal Amount.
4. Issue Date: May 2, 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 May 2, 2033
(Condition 6(a); Fixed Interest Rate):
12. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
13. Interest Commencement Date Issue Date (May 2, 2024)
(Condition 5(III)):
14. Fixed Interest Rate (Condition 5(I)): 4.375 percent per annum
(a) Interest Rate:
(b) Fixed Rate Interest Payment Date(s):
Annually in arrear on May 2 in each year, from and including May 2, 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
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
5. Commissions and Concessions: 0.0328 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: 281087606
(b) ISIN: XS2810876065
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) 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 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. 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, J.P. Morgan Securities plc, and
Morgan Stanley & Co. International 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.
2. Tax Matters
The following supplements the discussion under the "Tax
Matters" section of the Prospectus regarding the United States 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 United States federal, state, and
local tax laws and non-U.S. tax laws and possible changes in tax laws.
Because a U.K. holiday (that is not also a U.S. federal
holiday) falls on either a scheduled interest payment date or the Monday
immediately following a scheduled interest payment date that falls on a
Saturday or Sunday, at least one of the intervals between interest payments
will exceed one year. Under current law, the status of such interest is
unclear, and interest on the Notes may, as a technical matter, not be
"qualified stated interest" within the meaning of the relevant Treasury
regulations. We, however, intend to treat interest on the Notes as issued
without original issue discount for United States federal income tax reporting
purposes. Please see the discussion in the Prospectus in "-Original Issue
Discount-General" under the "United States Holders" section for more
information.
INTER-AMERICAN DEVELOPMENT BANK
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