TIDM42BI
RNS Number : 4865A
Inter-American Development Bank
21 January 2020
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 667
Tranche No.: 6
GBP 500,000,000 1.375 percent Notes due December 15, 2024 (the
"Notes") as from January 17, 2020 to be consolidated and form a
single series with the Bank's GBP 250,000,000 1.375 percent Notes
due December 15, 2024 issued on September 7, 2018 (the "Series 667
Tranche 1 Notes"), the Bank's GBP 100,000,000 1.375 percent Notes
due December 15, 2024 issued on March 12, 2019 (the "Series 667
Tranche 2 Notes"), the Bank's GBP 150,000,000 1.375 percent Notes
due December 15, 2024 issued on April 3, 2019 (the "Series 667
Tranche 3 Notes"), the Bank's GBP 225,000,000 1.375 percent Notes
due December 15, 2024 issued on September 30, 2019 (the "Series 667
Tranche 4 Notes") and the Bank's GBP 100,000,000 1.375 percent
Notes due December 15, 2024 issued on October 29, 2019 (the "Series
667 Tranche 5 Notes")
Issue Price: 102.178 percent plus 33 days' of 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
Regulated Market
BofA Securities
NatWest Markets
Nomura
The date of this Pricing Supplement is January 14, 2020.
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 the
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.: 667
Tranche No.: 6
2. Aggregate Principal Amount: GBP 500,000,000
As from the Issue Date, the Notes
will be consolidated and form a single
series with the Series 667 Tranche
1 Notes, the Series 667 Tranche 2
Notes, the Series 667 Tranche 3 Notes,
the Series 667 Tranche 4 Notes and
the Series 667 Tranche 5 Notes.
3. Issue Price: GBP 511,509,877.05, which amount represents
the sum of 102.178 percent of the
Aggregate Principal Amount plus (b)
the amount of GBP 619,877.05 representing
33 days' accrued interest, inclusive.
4. Issue Date: January 17, 2020
5. Form of Notes Registered only, as further provided
(Condition 1(a)): in paragraph 9(c) of "Other Relevant
Terms" below.
6. Authorized Denomination(s) GBP 100,000 and integral multiples
of GBP 1,000 in excess thereof
(Condition 1(b)):
7. Specified Currency Pound sterling (GBP) being the lawful
(Condition 1(d)): 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 December 15, 2024
Interest Rate):
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition 5(I))
12. Interest Commencement Date
(Condition 5(III)): December 15, 2019
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 1.375 percent per annum
(b) Fixed Rate Interest Annually in arrear on December 15
Payment Date(s): in each year, commencing on December
15, 2020, up to and including the
Maturity Date.
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) Fixed Rate Day Count
Fraction(s): Actual/Actual (ICMA)
14. Relevant Financial Center: London and TARGET
15. Relevant Business Days: London and TARGET
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 has represented
and agreed 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
has agreed 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 Euroclear Bank SA/NV; Clearstream
Approved by the Bank and Banking S.A.
the
Global Agent and Clearance
and
Settlement Procedures:
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several and not joint
(b) Managers: Merrill Lynch International
NatWest Markets Plc
Nomura International plc
5. Commissions and Concessions: 0.019% 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: 187315263
(b) ISIN: XS1873152638
8. Identity of Managers: Merrill Lynch International
NatWest Markets Plc
Nomura International plc
9. 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 the
Notes: 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. 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.
2. United States Federal Income Tax Matters
The following supplements the discussion under the "Tax Matters"
section of the Prospectus regarding the U.S. 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 U.S.
federal, state, and local tax laws and non-U.S. 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.
A United States holder will generally be taxed on interest on
the Notes as ordinary income at the time such holder receives the
interest or when it accrues, depending on the holder's method of
accounting for tax purposes. However, the portion of the first
interest payment on the Notes that represents a return of the 33
days of accrued interest that a United States holder paid as part
of the Issue Price of the Notes ("Pre-Issuance Accrued Interest")
will not be treated as an interest payment for United States
federal income tax purposes, and will accordingly only be taxable
to the extent that the U.S. dollar value of the Pre-Issuance
Accrued Interest on the date of receipt differs from the U.S.
dollar value of such amount on the Issue Date. Any such difference
should give rise to United States source foreign currency gain or
loss.
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 U.S. 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 except to the
extent that such amounts are a return of Pre-Issuance Accrued
Interest), and such holder's tax basis in the Notes. A United
States holder's adjusted tax basis in the Notes generally will
equal the U.S. dollar cost of the Notes to the United State holder,
reduced, if such disposition occurs after the first interest
payment, by an amount equal to the U.S. dollar value of the
Pre-Issuance Accrued Interest on the Issue Date. 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.
Additionally, because the purchase price of the Notes exceeds
the principal amount of the Notes, a United States holder may elect
to treat the excess (after excluding the portion of the purchase
price attributable to Pre-Issuance Accrued Interest) as amortizable
bond premium. A United States holder that makes this election would
reduce the amount required to be included in such holder's income
each year with respect to interest on the Notes by the amount of
amortizable bond premium allocable to that year, based on the
Note's yield to maturity. Because the Notes are denominated in
British pound sterling, a United States holder would compute such
holder's amortizable bond premium in units of British pound
sterling, and the United States holder's amortizable bond premium
would reduce such holder's interest income in units of British
pound sterling. Gain or loss recognized that is attributable to
changes in exchange rates between the time the United States
holder's amortized bond premium offsets interest income and the
time of the holder's acquisition of the Notes is generally taxable
as ordinary income or loss. If a United States holder makes an
election to amortize bond premium, the election would apply to all
debt instruments, other than debt instruments the interest on which
is excludible from gross income, that the United States holder
holds at the beginning of the first taxable year to which the
election applies or that such holder thereafter acquires, and the
United States holder may not revoke the election without the
consent of the U.S. Internal Revenue Service ("IRS").
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 and its net gains from the disposition of Notes, unless such
interest income or net 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 U.S. 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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