TIDM42BI
RNS Number : 7819Q
Inter-American Development Bank
23 October 2019
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 729
GBP 275,000,000 0.500 percent Notes due September 15, 2026 (the
"Notes")
Issue Price: 99.240 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
Regulated Market
Citigroup
J.P. Morgan
NatWest Markets
The date of this Pricing Supplement is October 17, 2019.
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
Regulation (EU) 2017/1129). 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.: 729
2. Aggregate Principal Amount: GBP 275,000,000
3. Issue Price: GBP 272,910,000, which is 99.240
percent of the Aggregate Principal
Amount
4. Issue Date: October 22, 2019
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 9(c) of "Other Relevant
Terms" below.
6. Authorized Denomination(s)
(Condition 1(b)): GBP 1,000 and integral multiples
thereof
7. Specified Currency
(Condition 1(d)): Pound sterling ("GBP") being
the lawful currency of the United
Kingdom of Great Britain and Northern
Ireland
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): GBP
9. Specified Interest Payment
Currency GBP
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed September 15, 2026
Interest Rate):
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (October 22, 2019)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 0.500 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Annually in arrear on September
15 in each year, commencing on
September 15, 2020, up to and
including the Maturity Date, and
with a short first coupon on September
15, 2020.
Each 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) Initial Broken Amount: GBP 4.49 per minimum Authorized
Denomination, payable on September
15, 2020.
(d) Fixed Rate Day Count
Fraction(s): Actual/Actual (ICMA)
14. Relevant Financial Center: London and New York
15. Relevant Business Days: London and New York
16. Issuer's Optional Redemption
(Condition 6(e)): No
17. Redemption at the Option
of the Noteholders (Condition No
6(f)):
18. Governing Law: New York
19. 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 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) 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.
20. 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")."
21. 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 Financial
Conduct Authority and to trading
on the London Stock Exchange plc's
Regulated Market with effect from
the Issue Date.
2. Details of Clearance System
Approved by the Bank and
the Euroclear Bank SA/NV and Clearstream
Global Agent and Clearance Banking S.A.
and
Settlement Procedures:
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several and not joint
(b) Managers: Citigroup Global Markets Limited
J.P. Morgan Securities plc
NatWest Markets Plc
5. Commissions and Concessions: 0.068% of the Aggregate Principal
Amount
6. Estimated Total Expenses: None. The Managers have agreed
to pay for certain expenses related
to the issuance of the Notes.
7. Codes:
(a) Common Code: 206572817
(b) ISIN: XS2065728177
8. Identity of Managers: Citigroup Global Markets Limited
J.P. Morgan Securities plc
NatWest Markets Plc
9. 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 Global Agency Agreement, dated
January 8, 2001, as amended, among
the Bank, Citibank, N.A., as Global
Agent, and the other parties thereto.
General Information
Additional Information Regarding the Notes
1. The language set out under the heading "Use of Proceeds" in
the Prospectus shall be deleted in its entirety and replaced by the
following:
"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 Bank, 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
inequality, 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 Bank aligns to at least one of the United Nations
Sustainable Development Goals ("SDGs"), with all goals covered
within the Bank's institutional strategy, which may be adapted from
time to time should the United Nations SDGs definition evolve.
All projects undertaken by the Bank 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. The Bank's administrative and
operating expenses are currently covered entirely by the Bank's
various sources of revenue, consisting primarily of net interest
margin and investment income (as more fully described in the Bank's
Information Statement)."
2. 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
manufacturers' 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 manufacturers' 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 manufacturers' 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.
3. United States Federal Income 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-United
States tax laws and possible changes in tax laws.
Because the Notes are denominated and payable in British pound
sterling, a United States holder of the Notes will generally be
subject to special United States federal income tax rules governing
foreign currency transactions, as described in the Prospectus in
the last four paragraphs of "-Payments of Interest", in "-Purchase,
Sale and Retirement of the Notes" and in "-Exchange of Amounts in
Other Than U.S. Dollars" under the "United States Holders"
section.
Upon the sale or retirement of the Notes, a United States holder
will generally recognize gain or loss equal to the difference, if
any, between the United States dollar value of the amount realized
by such holder, excluding any amounts attributable to accrued but
unpaid interest (which will be treated as interest payments), and
such holder's tax basis in the Notes. A United States holder's
adjusted tax basis in the Notes generally will equal the United
States dollar cost of the Notes to the United State holder. Such
gain or loss will be capital gain or loss except to the extent
attributable to changes in exchange rates. Capital gain of
individual taxpayers from the sale or retirement of the Notes will
generally be treated as long-term capital gain or loss to the
extent the United States holder has held the Notes for more than
one year. Long-term capital gain of individual taxpayers may be
eligible for reduced rates of taxation. The deductibility of
capital loss is subject to significant limitations.
Due to a change in law since the date of the Prospectus, the
second paragraph of "-Payments of Interest" under the "United
States Holders" section should be updated to read as follows:
"Interest paid by the Bank on the Notes constitutes income from
sources outside the United States and will generally be "passive"
income for purposes of computing the foreign tax credit."
Information with Respect to Foreign Financial Assets. Owners of
"specified foreign financial assets" with an aggregate value in
excess of U.S.$50,000 (and in some circumstances, a higher
threshold) may be required to file an information report with
respect to such assets with their tax returns. "Specified foreign
financial assets" may include financial accounts maintained by
foreign financial institutions, as well as the following, but only
if they are held for investment and not held in accounts maintained
by financial institutions: (i) stocks and securities issued by
non-United States persons, (ii) financial instruments and contracts
that have non-United States issuers or counterparties, and (iii)
interests in foreign entities. Holders are urged to consult their
tax advisors regarding the application of this reporting
requirement to their ownership of the Notes.
Medicare Tax. A United States holder that is an individual or
estate, or a trust that does not fall into a special class of
trusts that is exempt from such tax, is subject to a 3.8% tax (the
"Medicare tax") on the lesser of (1) the United States holder's
"net investment income" (or "undistributed net investment income"
in the case of an estate or trust) for the relevant taxable year
and (2) the excess of the United States holder's modified adjusted
gross income for the taxable year over a certain threshold (which
in the case of individuals is between U.S.$125,000 and
U.S.$250,000, depending on the individual's circumstances). A
holder's net investment income will generally include its interest
income, foreign currency gain and its capital gains from the
disposition of Notes, unless such interest income or gains are
derived in the ordinary course of the conduct of a trade or
business (other than a trade or business that consists of certain
passive or trading activities). United States holders that are
individuals, estates or trusts are urged to consult their tax
advisors regarding the applicability of the Medicare tax to their
income and gains in respect of their investment in the Notes.
Treasury Regulations Requiring Disclosure of Reportable
Transactions. Treasury regulations require United States taxpayers
to report certain transactions that give rise to a loss in excess
of certain thresholds (a "Reportable Transaction"). Under these
regulations, because the Notes are denominated in a foreign
currency, a United States holder (or a non-United States holder
that holds the Notes in connection with a United States trade or
business) that recognizes a loss with respect to the Notes that is
characterized as an ordinary loss due to changes in currency
exchange rates (under any of the rules discussed under the "Tax
Matters" section of the Prospectus) would be required to report the
loss on IRS Form 8886 (Reportable Transaction Statement) if the
loss exceeds the thresholds set forth in the regulations. For
individuals and trusts, this loss threshold is U.S.$50,000 in any
single taxable year. For other types of taxpayers and other types
of losses, the thresholds are higher. Holders should consult with
their tax advisors regarding any tax filing and reporting
obligations that may apply in connection with acquiring, owning and
disposing of Notes.
INTER-AMERICAN DEVELOPMENT BANK
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
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