TIDM42BI
RNS Number : 4238C
Inter-American Development Bank
28 September 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 673
TRY 250,000,000 25.00 percent Notes due September 28, 2020 (the
"Notes")
Issue Price: 97.750 percent
Application has been made for the Notes to be admitted to the
Official List of the United Kingdom Listing Authority and to
trading on the London Stock Exchange plc's Regulated Market
J.P. Morgan Securities plc
The date of this Pricing Supplement is September 25, 2018
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 (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.
MiFID II product governance / Retail investors, professional
investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to MiFID II" 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. These are the only terms which form part
of the form of Notes for such issue.
1. Series No.: 673
2. Aggregate Principal Amount: TRY 250,000,000
3. Issue Price: TRY 244,375,000, which is 97.750
percent of the Aggregate Principal
Amount
4. Issue Date: September 28, 2018
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 8(c) of "Other Relevant
Terms" below.
6. Authorized Denomination(s)
(Condition 1(b)): TRY 1,000 and integral multiples
thereof
7. Specified Currency
(Condition 1(d)): Turkish Lira ("TRY")
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): TRY
9. Specified Interest Payment
Currency TRY
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed September 28, 2020
Interest Rate): The Maturity Date is subject to
adjustment in accordance with the
Following Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (September 28, 2018)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 25.00 percent per annum
(b) Fixed Rate Interest Each of September 28, 2019 and
Payment Date(s): September 28, 2020.
Each Fixed Rate Interest Payment
Date is subject to adjustment in
accordance with the 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 Center: London, Istanbul and New York
15. Relevant Business Days: London, Istanbul and New York
16. Redemption Amount (Condition TRY 1,000 per minimum Authorized
6(a)): Denomination
17. Issuer's Optional Redemption
(Condition 6(e)): No
18. Redemption at the Option
of the Noteholders (Condition No
6(f)):
19. Early Redemption Amount
(including accrued interest,
if applicable) (Condition In the event the Notes become due
9): and payable as provided in Condition
9 (Default), the Early Redemption
Amount with respect to each Authorized
Denomination will be TRY 1,000
plus accrued and unpaid interest,
if any, as determined in accordance
with "13. Fixed Interest Rate (Condition
5(I))".
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.
(b) United Kingdom:
The Dealer agrees that it has complied
and will comply with all applicable
provisions of the Financial Services
and Markets Act 2000 with respect
to anything done by it in relation
to such Notes in, from or otherwise
involving the United Kingdom.
(c) Republic of Turkey:
The Dealer has acknowledged and
understands that the Notes have
not been, and will not be, authorized
by the Turkish Capital Markets
Board ("CMB") under the provisions
of Law No. 6362 of the Republic
of Turkey relating to capital markets.
The Dealer has represented, warranted
and agreed that neither the Prospectus
nor any other material related
to the offering of Notes will be
utilized in connection with any
offering or sale to the public
within the Republic of Turkey for
the purpose of the sale of the
Notes (or beneficial interests
therein) without the prior approval
of the CMB.
In addition, the Dealer has represented,
warranted and agreed that it has
not sold or caused to be sold,
and will not sell or cause to be
sold, outside the Republic of Turkey
the Notes (or beneficial interests
therein) to residents of the Republic
of Turkey, unless such sale is
authorized pursuant to Turkish
law and applicable CMB regulations.
(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.
22. Amendment to Condition 7(a)(i): Condition 7(a)(i) is hereby amended
by deleting the first sentence
thereof and replacing it with the
following: "Payments of principal
and interest in respect of Registered
Notes shall be made to the person
shown on the Register at the close
of business on the business day
before the due date for payment
thereof (the "Record Date")."
23. Amendment to Condition 7(h): The following shall apply to Notes
any payments in respect of which
are payable in a Specified Currency
other than United States Dollars:
Condition 7(h) is hereby amended
by deleting the words "the noon
buying rate in U.S. dollars in
the City of New York for cable
transfers for such Specified Currency
as published by the Federal Reserve
Bank of New York on the second
Business Day prior to such payment
or, if such rate is not available
on such second Business Day, on
the basis of the rate most recently
available prior to such second
Business Day" and replacing them
with the words "a U.S. dollar/Specified
Currency exchange rate determined
by the Calculation Agent as of
the second Business Day prior to
such payment, or, if the Calculation
Agent determines that no such exchange
rate is available as of such second
Business Day, on the basis of the
exchange rate most recently available
prior to such second Business Day.
In making such determinations,
the Calculation Agent shall act
in good faith and in a commercially
reasonable manner having taken
into account all available information
that it shall deem relevant".
If applicable and so appointed,
and unless otherwise defined herein,
the "Calculation Agent" referred
to in amended Condition 7(h) shall
be the Global Agent under the Bank's
Global Debt Program - namely, Citibank,
N.A., London Branch, or its duly
authorized successor.
Other Relevant Terms
1. Listing: Application has been made for the
Notes to be admitted to the Official
List of the United Kingdom Listing
Authority and to trading on the
London Stock Exchange plc's Regulated
Market.
2. Details of Clearance System
Approved by the Bank and
the Euroclear Bank SA/NV and/or Clearstream
Global Agent and Clearance Banking, Luxembourg
and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions are
payable in respect of the Notes.
An affiliate of the Dealer has
arranged a swap with the Bank in
connection with this transaction
and will receive amounts thereunder
that may comprise compensation.
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: 188335926
(b) ISIN: XS1883359264
7. Identity of Dealer: J.P. Morgan Securities plc
8. Provisions for Registered
Notes:
(a) Individual Definitive No
Registered Notes Available
on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global Yes, issued in accordance with
Notes: the Global Agency Agreement, dated
January 8, 2001, among the Bank,
Citibank, N.A., as Global Agent,
and the other parties thereto.
9. Additional Risk Factors: As set forth in the Additional
Investment Considerations
General Information
Additional Information regarding the Notes
1. Matters relating to MiFID II
The Bank does not fall under the scope of application of the
MiFID II regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of MiFID II.
MIFID II product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
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 eligible counterparties,
professional clients and retail clients, each as defined in MiFID
II; 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 manufacturer's target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturer's target market assessment)
and determining appropriate distribution channels.
For the purposes of this provision, the expression MiFID II
means Directive 2014/65/EU, as amended.
2. Additional Investment Considerations:
There are risks associated with the Notes, including but not
limited to possible exchange rate risk, price risk and liquidity
risk. Investors should consult their own financial, legal,
accounting and tax 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.
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, any projected profit that our swap counterparty or its
affiliates may realize in connection with this swap. Further, as a
result of any dealer discounts, mark-ups or other transaction
costs, any of which may be significant, the original issue price
may differ from values determined by pricing models used by our
swap counterparty or other potential purchasers of the Notes in
secondary market transactions.
INTER-AMERICAN DEVELOPMENT BANK
By:
Name: Gustavo Alberto De Rosa
Title: Chief Financial Officer and
General Manager, Finance Department
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODUWRBRWAAKUAR
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