TIDM42BI
RNS Number : 8763K
Inter-American Development Bank
27 April 2020
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 748
U.S.$4,250,000,000 0.500 percent Notes due May 24, 2023
Issue Price: 99.966 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
Barclays
HSBC
Nomura
RBC Capital Markets
BofA Securities
BMO Capital Markets
Citigroup
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Morgan Stanley
NatWest
TD Securities
Wells Fargo Securities
The date of this Pricing Supplement is April 22, 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
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. The master fiscal agency
agreement, dated as of December 7, 1962, as amended and
supplemented from time to time, between the Bank and the Federal
Reserve Bank of New York, as fiscal and paying agent, has been
superseded by the Uniform Fiscal Agency Agreement, dated as of July
20, 2006 (the "New Fiscal Agency Agreement"), as may be amended,
restated, superseded or otherwise modified from time to time,
between the Bank and the Federal Reserve Bank of New York, as
fiscal and paying agent. All references to the "Fiscal Agency
Agreement" under the heading "Terms and Conditions of the Notes"
and elsewhere in the Prospectus shall be deemed references to the
New Fiscal Agency Agreement.
1. Series No.: 748
2. Aggregate Principal Amount: U.S.$4,250,000,000
3. Issue Price: U.S.$4,248,555,000 which is 99.966
percent of the Aggregate Principal
Amount
4. Issue Date: April 24, 2020
5. Form of Notes
(Condition 1(a)): Book-entry only (not exchangeable
for Definitive Fed Registered Notes,
Conditions 1(a) and 2(b) notwithstanding)
6. Authorized Denomination(s)
(Condition 1(b)): U.S.$1,000 and integral multiples
thereof
7. Specified Currency
(Condition 1(d)): United States Dollars (U.S.$)
being the lawful currency of the
United States of America
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): U.S.$
9. Specified Interest Payment
Currency U.S.$
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed May 24, 2023
Interest Rate):
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (April 24, 2020)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 0.500 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Semi-annually in arrear on May
24 and November 24 in each year,
commencing on May 24, 2020.
There will be a short first interest
Period from and including the Issue
Date to but excluding May 24, 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) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: New York
15. Relevant Business Days: 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.
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
2. Details of Clearance System
Approved by the Bank and
the Federal Reserve Bank of New York;
Global Agent and Clearance Euroclear Bank SA/NV; Clearstream
and Banking S.A.
Settlement Procedures:
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several and not joint
(b) Joint Lead Managers: Barclays Bank PLC
HSBC Bank plc
Nomura International plc
RBC Capital Markets, LLC
5. Commissions and Concessions: 0.100 percent of the Aggregate
Principal Amount
6. Estimated Total Expenses: None. The Joint Lead Managers have
agreed to pay for certain expenses
related to the issuance of the
Notes.
7. Codes:
(a) Common Code: 216198727
(b) ISIN: US4581X0DM78
(c) CUSIP: 4581X0DM7
8. Identity of Managers: Barclays Bank PLC
HSBC Bank plc
Nomura International plc
RBC Capital Markets, LLC
BMO Capital Markets Corp.
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
J.P. Morgan Securities plc
Merrill Lynch International
Morgan Stanley & Co. International
plc
NatWest Markets Plc
The Toronto-Dominion Bank
Wells Fargo Securities, LLC
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
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 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, non-U.S. tax laws
and possible changes in tax laws.
Upon a sale or retirement of the Notes, a United States holder
will generally recognize capital gain or loss equal to the
difference, if any, between (i) the amount realized on the sale or
retirement (other than amounts attributable to accrued but unpaid
interest, which would be treated as such) and (ii) the United
States holder's adjusted tax basis in the Notes. A United States
holder's adjusted tax basis in the Notes generally will equal the
cost of the Notes to the United States holder. Capital gain of
individual taxpayers from the sale or retirement of Notes held for
more than one year may be eligible for reduced rates of taxation.
The deductibility of a 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
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 holder s that are individual s , estate s or trust s 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.
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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