Inter-American Development Bank Issue of Debt (9595J)
December 23 2015 - 1:00AM
UK Regulatory
TIDM42BI
RNS Number : 9595J
Inter-American Development Bank
22 December 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 541
MXN 139,000,000 4.15 per cent. Notes due December 18, 2019 (the
"Notes")
Issue Price: 100.00 percent
No application has been made to list the Notes on any stock
exchange.
HSBC
The date of this Pricing Supplement is December 15, 2015
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 January 8, 2001 (the "Prospectus") (which
for the avoidance of doubt does not constitute a prospectus for the
purposes of Part VI of the United Kingdom Financial Services and
Markets Act 2000 or a base prospectus for the purposes of Directive
2003/71/EC of the European Parliament and of the Council). 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 ("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.
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. These are the only terms which form part
of the form of Notes for such issue.
1. Series No.: 541
2. Aggregate Principal MXN 139,000,000
Amount:
3. Issue Price: 100.00 per cent. of the
Aggregate Principal Amount
4. Issue Date: December 18, 2015
5. Form of Notes Bearer only. The Notes
(Condition 1(a)): will initially be represented
by a temporary global
note in bearer form (the
"Temporary Bearer Global
Note"). Interests in
the Temporary Bearer
Global Note will, not
earlier than the Exchange
Date, be exchangeable
for interests in a permanent
global note in bearer
form (the "Permanent
Bearer Global Note").
Interests in the Permanent
Bearer Global Note will
be exchangeable for definitive
notes in bearer form
("Definitive Bearer Notes"),
with all Coupons in respect
of interest attached,
in the following circumstances:
(i) if the Permanent
Bearer Global Note is
held on behalf of a clearing
system and such clearing
system is closed for
business for a continuous
period of fourteen (14)
days (other than by reason
of holidays, statutory
or otherwise) or announces
its intention to permanently
cease business or does
in fact do so, by any
such holder giving written
notice to the Global
Agent; and (ii) at the
option of any such holder
upon not less than sixty
(60) days written notice
to the Bank and the Global
Agent from Euroclear
and Clearstream, Luxembourg
on behalf of such holder;
provided that no such
exchanges will be made
by the Global Agent,
and no Noteholder may
require such an exchange,
during a period of fifteen
(15) days ending on the
due date for any payment
of principal on the Notes.
6. Authorized Denomination(s) MXN 10,000
(Condition 1(b)):
7. Specified Currency Mexican Peso ("MXN")
(Condition 1(d)): (the lawful currency
of the United Mexican
States)
8. Specified Principal MXN
Payment Currency
(Conditions 1(d)
and 7(h)):
9. Specified Interest MXN
Payment Currency
(Conditions 1(d)
and 7(h)):
10. Maturity Date December 18, 2019
(Condition 6(a); The Maturity Date is
Fixed Interest Rate): subject to adjustment
in accordance with the
Modified Following Business
Day Convention with no
adjustment to the amount
of interest otherwise
calculated.
11. Interest Basis Fixed Interest Rate (Condition
(Condition 5): 5(I))
12. Interest Commencement December 18, 2015
Date
(Condition 5(III)):
13. Fixed Interest Rate
(Condition 5(I)): 4.15 per cent. per annum
(a) Interest Rate:
(b) Fixed Rate Interest Semi-annually on June,
Payment Date(s): 18 and December, 18 in
each year, commencing
on June 18, 2016 and
ending on the Maturity
Date.
An amount of MXN 207.50
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per Authorized Denomination
is payable on each Fixed
Rate Interest Payment
Date.
Each Fixed Rate Interest
Payment Date is subject
to adjustment in accordance
with the Modified Following
Business Day Convention
with no adjustment to
the amount of interest
otherwise calculated.
(c) Fixed Rate Day
Count Fraction(s): 30/360
14. Relevant Financial Mexico City
Center:
15. Relevant Business Tokyo, London, New York
Days: and Mexico City
16. Redemption Amount MXN 10,000 per Authorized
(Condition 6(a)): Denomination
17. Issuer's Optional No
Redemption (Condition
6(e)):
18. Redemption at the No
Option of the Noteholders
(Condition 6(f)):
19. Early Redemption In the event of any Notes
Amount (including becoming due and payable
accrued interest, prior to the Maturity
if applicable) (Condition Date in accordance with
9): Condition 9, the Early
Redemption Amount of
each such Note shall
be 100 percent of the
Aggregate Principal Amount
of such Note plus any
accrued but unpaid interest
thereon.
20. Governing Law: New York
21. 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.
Notes in bearer form
are subject to U.S. tax
law requirements and
may not be offered, sold
or delivered within the
United States or its
possessions or to U.S.
persons, except in certain
transactions permitted
by U.S. tax regulations.
(b) United Kingdom:
The Dealer has agreed
that it has complied
and will comply with
all applicable provisions
of the Financial Services
and Markets Act of 2000
with respect to anything
done by it in relation
to the Notes in, from
or otherwise involving
the United Kingdom.
(c) Mexico:
The Dealer has agreed
that it will not offer
the Notes publicly in
Mexico and will not distribute
any offering materials
in Mexico. The Notes
have not been and will
not be registered with
the National Registry
of Securities and may
not be publicly offered
in Mexico.
(d) Japan:
The Dealer represents
that it is purchasing
the Notes as principal
and has agreed that in
connection with the initial
offering of Notes, it
has not offered or sold
and will not directly
or indirectly offer or
sell any Notes in Japan
or to, or for the benefit
of, any resident of Japan
(including any Japanese
corporation or any other
entity organized under
the laws of Japan), or
to others for re-offering
or resale, directly or
indirectly, in Japan
or to, or for the benefit
of, any resident of Japan
(except in compliance
with the Financial Instruments
and Exchange Law of Japan
(Law no. 25 of 1948,
as amended) and all other
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applicable laws and regulations
of Japan), and furthermore
undertakes that any securities
dealer to whom it sells
any Notes will agree
that it is purchasing
the Notes as principal
and that it will not
offer or sell any notes,
directly or indirectly,
in Japan or to or for
the benefit of any resident
of Japan (except as aforesaid).
(e) General
No action has been or
will be taken by the
Bank 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.
Other Relevant Terms
1. Listing: None
2. Details of Clearance Euroclear Bank S.A./N.V.
System Approved by and/or Clearstream Banking,
the Bank and the Luxembourg
Global Agent and
Clearance and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions
are payable in respect
of the Notes.
5. Estimated Total Expenses None. The Dealer has
agreed to pay for all
material expenses related
to the issuance of the
Notes.
6. Codes:
(a) Common Code: 132434182
(b) ISIN: XS1324341822
7. Identity of Dealer: HSBC Bank plc
8. Provisions for Bearer
Notes:
(a) Exchange Date: Not earlier than January
27, 2016, which is the
date that is 40 (forty)
days after the Issue
Date.
(b) Permanent Global Yes
Note:
(c) Definitive Bearer No, except in the circumstances
Notes: described under "Form
of Notes" herein and
in the Prospectus.
(d) Individual Definitive No
Registered Notes:
(e) Registered Global No
notes:
9. Additional Risk Factors: There are various risks
associated with the Notes
including, but not limited
to, exchange rate risk,
price risk and liquidity
risk. Investors should
consult with their own
financial, legal, and
accounting advisors about
the risks associated
with an investment in
these Notes, the appropriate
tools to analyze that
investment, and the suitability
of the investment in
each investor's particular
circumstances. Holders
of the Notes should also
consult with their professional
tax advisors regarding
tax laws applicable to
them and, in particular,
with respect to tax laws
relating to debt securities
in bearer form.
The Bank may hedge its
obligations under the
Notes by entering into
a swap transaction with
the Dealer or one of
its affiliates as swap
counterparty. Assuming
no change in market conditions
or any other relevant
factors, the price, if
any, at which the Dealer
or another purchaser
might be willing to purchase
Notes in a secondary
market transaction is
expected to be lower,
and could be substantially
lower, than the original
issue price of the Notes.
This is due to a number
of factors, including
that (i) the potential
profit to the secondary
market purchaser of the
Notes may be incorporated
into any offered price
and (ii) the cost of
funding used to value
the Notes in the secondary
market is expected to
be higher than our actual
cost of funding incurred
in connection with the
issuance of the Notes.
In addition, the original
issue price of the Notes
included, and secondary
market prices are likely
to exclude, the projected
profit that our swap
counterparty or its affiliates
may realize in connection
with this swap. Further,
as a result of dealer
discounts, mark-ups or
other transaction costs,
any of which may be significant,
the original issue price
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