REG - Inter-American Dev - Issue of Debt
11/08/2025 19:15
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RNS Number : 8788U Inter-American Development Bank 11 August 2025
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 865
Tranche No.: 6
GBP 100,000,000 4.000 percent Notes due December 17, 2029 (the "Notes") as
from August 11, 2025 to be consolidated and form a single series with the
Bank's GBP 400,000,000 4.000 percent Notes due December 17, 2029, issued on
March 6, 2023 (the "Series 865 Tranche 1 Notes"), the Bank's GBP 250,000,000
4.000 percent Notes due December 17, 2029, issued on July 31, 2024 (the
"Series 865 Tranche 2 Notes"), the Bank's GBP 50,000,000 4.000 percent Notes
due December 17, 2029, issued on July 25, 2025 (the "Series 865 Tranche 3
Notes"), the Bank's GBP 50,000,000 4.000 percent Notes due December 17, 2029,
issued on July 28, 2025 (the "Series 865 Tranche 4 Notes"), and the Bank's GBP
50,000,000 4.000 percent Notes due December 17, 2029, issued on August 5, 2025
(the "Series 865 Tranche 5 Notes")
Issue Price: 99.610 percent plus 237 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 Regulated Market
TD Securities
The date of this Pricing Supplement is August 6, 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),
which are expressly incorporated hereto, these are the only terms that form
part of the form of Notes for such issue.
1. Series No.: 865
Tranche No.: 6
2. Aggregate Principal Amount: GBP 100,000,000
As from the Issue Date, the Notes will be consolidated and form a single
series with the Series 865 Tranche 1 Notes, the Series 865 Tranche 2 Notes,
the Series 865 Tranche 3 Notes, the Series 865 Tranche 4 Notes, and the Series
865 Tranche 5 Notes.
3. Issue Price: GBP 102,207,000, which amount represents the sum of (a) 99.610 percent of the
Aggregate Principal Amount plus (b) the amount of GBP 2,597,000 representing
237 days' accrued interest.
4. Issue Date: August 11, 2025
5. Form of Notes Registered only, as further provided in paragraph 7(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 December 17, 2024
(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 on December 17,
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 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: No
4. Commissions and Concessions: None.
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) Common Code: 259403499
(b) ISIN: XS2594034998
(c) CUSIP: ZL2667265
7. 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.
8. Intended to be held in a manner which would allow Eurosystem eligibility:
Not Applicable
9. 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. 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 IDB, 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 IDB aligns to at least one of the
United Nations Sustainable Development Goals (SDGs), with all goals covered
within the IDB institutional strategy, which may be adapted from time to time
should the United Nations SDGs definition evolve.
All projects undertaken by the IDB 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. IDB's administrative and operating
expenses are currently covered entirely by IDB's various sources of revenue,
consisting primarily of net interest margin and investment income (as more
fully described in the Information Statement).
2. Additional Investment Considerations
Although the net proceeds from the sale of the Notes will be included in the
ordinary capital resources of the Bank, used in its ordinary operations, the
Notes may not satisfy an investor's requirements if the investor seeks to
invest in assets with certain sustainability characteristics. No assurance is
or can be given to investors that the use of proceeds will satisfy, whether in
whole or in part, any present or future investor expectations or requirements
regarding any investment criteria or guidelines applicable to any investor or
its investments. In addition, no assurance is or can be given to investors
that any projects undertaken by the Bank will meet any or all investor
expectations regarding "sustainable" or other equivalently-labelled
performance objectives or that any adverse environmental, social and/or other
impacts will not occur during the implementation by the borrower or any other
implementing entity of any projects. Furthermore, it should be noted that
there is currently no clearly-defined definition (legal, regulatory or
otherwise) of, nor market consensus as to what constitutes, a "sustainable" or
an equivalently-labelled project or as to what precise attributes are required
for a particular project to be defined as "sustainable" or such other
equivalent label and if developed in the future, Notes may not comply with any
such definition or label.
There can be no assurance that the net proceeds from the sale of any
particular tranche of Notes will be totally or partially disbursed for any
projects undertaken by the Bank within the term of such Notes. Not all
projects undertaken by the Bank will be completed within the specified period
or with the results or outcome as originally expected or anticipated by the
Bank and some planned projects might not be completed at all. Each potential
purchaser of the Notes should determine for itself the relevance of the
information contained in this Prospectus regarding the use of proceeds and its
purchase of the Notes should be based upon such investigation as it deems
necessary.
3. 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 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 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
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 "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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