REG - Inter-American Dev - Issue of Debt
13/01/2025 08:00
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RNS Number : 9837S Inter-American Development Bank 10 January 2025
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 887
Tranche No.: 4
GBP 450,000,000 4.750 percent Notes due October 5, 2029 (the "Notes")
as from January 10, 2025 to be consolidated and form a single series with the
Bank's GBP 300,000,000 4.750 percent Notes due October 5, 2029, issued on
November 2, 2023 (the "Series 887 Tranche 1 Notes"), the Bank's GBP
200,000,000 4.750 percent Notes due October 5, 2029, issued on March 15, 2024
(the "Series 887 Tranche 2 Notes"), and the Bank's GBP 200,000,000 4.750
precent Notes due October 5, 2029, issued on June 17, 2024 (the "Series 887
Tranche 3 Notes").
Issue Price: 101.384 percent plus 97 days' accrued interest
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
BofA Securities
HSBC
NatWest Markets
The date of this Pricing Supplement is January 7, 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),
these are the only terms that form part of the form of Notes for such issue.
1. Series No.: 887
Tranche No.: 4
2. Aggregate Principal Amount: GBP 450,000,000
As from the Issue Date, the Notes will be consolidated and form a single
series with the Series 887 Tranche 1 Notes, Series 887 Tranche 2 Notes and
Series 887 Tranche 3 Notes.
3. Issue Price: GBP 461,907,000.00, which amount represents the sum of (a) 101.384 percent of
the Aggregate Principal Amount plus (b) the amount of GBP 5,679,000.00
representing 97 days' accrued interest, inclusive.
4. Issue Date: January 10, 2025
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 October 5, 2029
(Condition 6(a); Fixed Interest Rate):
12. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
13. Interest Commencement Date October 5, 2024
(Condition 5(III)):
14. Fixed Interest Rate (Condition 5(I)): 4.750 percent per annum
(a) Interest Rate:
(b) Fixed Rate Interest Payment Date(s):
Annually in arrears on October 5 in each year, commencing on October 5, 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: HSBC Bank plc
Merrill Lynch International
NatWest Markets Plc
5. Commissions and Concessions: 0.021 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: 271135688
(b) ISIN: XS2711356886
(c) CUSIP ZH6905702
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: 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).
(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 HSBC Bank plc, Merrill Lynch International, and
NatWest Markets 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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