TIDM42BI
RNS Number : 8104W
Inter-American Development Bank
24 December 2021
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 815
Tranche No.: 2
IDR 289,000,000,000 5.100 percent Notes due November 17, 2026
(the "Notes") as from December 17, 2021, to be consolidated and
form a single series with the Bank's
IDR 750,000,000,000 5.100 percent Notes due November 17, 2026,
issued on November 17, 2021 (the "Series 815 Tranche 1 Notes").
payable in United States Dollars
Issue Price: 99.9905 percent plus 30 days' 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 UK Regulated Market
J.P. Morgan Securities plc
The date of this Pricing Supplement is as of December 13,
2021
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 July 28, 2020 (the "Prospectus") (which for
the avoidance of doubt does not constitute a prospectus for the
purposes of Part VI of the United Kingdom ("UK") Financial Services
and Markets Act 2000 or a base prospectus for the purposes of
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation")
or the Prospectus Regulation as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA")). 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.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to UK MiFIR" 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. Together with the applicable Conditions
(as defined above), which are expressly incorporated hereto, these
are the only terms that form part of the form of Notes for such
issue.
1. Series No.: 815
Tranche No.: 2
2. Aggregate Principal Amount: IDR 289,000,000,000
As from the Issue Date, the Notes
will be consolidated and form a
single series with the Series 815
Tranche 1 Notes
3. Issue Price: IDR 290,184,033,000 which amount
represents the sum of (a) 99.9905
percent of the Aggregate Principal
Amount plus (b) the amount of IDR
1,211,488,000 representing 30 days'
accrued interest, inclusive.
The Issue Price will be payable
in USD in the amount of USD 20,081,940.00
at the agreed rate of 14,450 IDR
per one USD.
4. Issue Date: December 17, 2021
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 9(c) of "Other Relevant
Terms" below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): IDR 10,000,000 and integral multiples
thereof
8. Specified Currency
(Condition 1(d)): The lawful currency of the Republic
of Indonesia ("Indonesian Rupiah"
or "IDR"), provided that all payments
in respect of the Notes will be
made in United States Dollars ("U.S.$"
or "USD")
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): USD
10. Specified Interest Payment
Currency USD
(Conditions 1(d) and 7(h)):
11. Maturity Date
(Condition 6(a); Fixed November 17, 2026
Interest Rate): The Maturity Date is subject to
the Business Day Convention with
no adjustment to the amount of
interest otherwise calculated.
12. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I)), as amended and supplemented
below, shall apply to the Notes.
13. Interest Commencement Date
(Condition 5(III)): November 17, 2021
14. Fixed Interest Rate (Condition
5(I)):
(a) Calculation Amount (if
different than Principal IDR 10,000,000
Amount of the Note):
(b) Interest Rate: 5.100 percent per annum
(c) Fixed Rate Interest Annually on each November 17, commencing
Payment Date(s): on November 17, 2022 and ending
on, and including, the Maturity
Date.
Each Fixed Rate Interest Payment
Date is subject to the Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated.
(d) Business Day Convention: Following Business Day Convention
(e) Fixed Rate Day Count
Fraction(s): Actual/Actual ICMA
(f) Calculation of Interest As soon as practicable and in accordance
Amount: with the procedure specified herein,
the Calculation Agent will determine
the Reference Rate (as defined
below) and calculate the amount
of interest payable (the "Interest
Amount") with respect to each Calculation
Amount on the relevant Interest
Payment Date.
The Interest Amount payable on
any Interest Payment Date shall
be a USD amount calculated on the
relevant Rate Fixing Date (as defined
below) as follows:
5.100% multiplied by the Calculation
Amount
multiplied by
the Fixed Rate Day Count Fraction
divided by
the Reference Rate
(and rounding, if necessary, the
entire resulting figure to the
nearest two decimal places, with
USD 0.005 being rounded upwards).
The "Reference Rate" means, in
respect of a Rate Fixing Date,
the rate determined by the Calculation
Agent that is equal to the USD/IDR
weighted average spot rate in the
interbank market, based on traded
USD/IDR spot foreign exchange transactions
during a specified time period
which are captured on a real time
basis, expressed as the amount
of IDR per one USD, for settlement
in two Fixing Business Days, as
published by the Bank Sentral Republik
Indonesia ("Bank Indonesia") as
the "Jakarta Interbank Spot Dollar
Rate USD - IDR", which appears
on Bank Indonesia's website (www.bi.go.id),
or as published on Refinitiv Screen
JISDOR Page (or any replacement
page or replacement service as
may be implemented for the purposes
of displaying the USD/IDR weighted
average spot rate), or as otherwise
made available by Bank Indonesia
(or its successor as administrator),
at approximately 10:00 a.m., Jakarta
time, on the relevant Rate Fixing
Date . Fallback Provisions apply
as set out below.
The "Rate Fixing Date" means the
date that is five (5) Fixing Business
Days prior to the applicable Fixed
Rate Interest Payment Date or Maturity
Date, as the case may be. The Rate
Fixing Date shall be subject to
adjustment as follows: if the scheduled
date of the Rate Fixing Date is
not a Relevant Business Day, then
the Rate Fixing Date will be the
first preceding day that is a Relevant
Business Day.
"Fixing Business Day" means a day
(other than a Saturday or a Sunday)
on which banks and foreign exchange
markets are open for business in
Jakarta.
"Fallback Provisions": Should no
USD/IDR weighted average spot rate
appear on Bank Indonesia's website
(www.bi.go.id) as the "Jakarta
Interbank Spot Dollar Rate USD
- IDR", or on Refinitiv Screen
JISDOR Page (or on such replacement
page or replacement service as
described above), or be otherwise
made available by Bank Indonesia
(or its successor as administrator),
on the Rate Fixing Date, then the
Reference Rate for such Rate Fixing
Date shall be determined by the
Calculation Agent by requesting
quotations for the mid USD/IDR
spot foreign exchange rate from
five banks active in the USD/IDR
currency and foreign exchange markets
as selected by the Calculation
Agent (such banks, the "Reference
Banks") either (i) at or about
10:00 a.m. Jakarta time on the
first day (other than a Saturday
or a Sunday) following the Rate
Fixing Date, if such day is a Relevant
Business Day or (ii) at or about
10:00 a.m. Jakarta time on the
Rate Fixing Date, if the first
day (other than a Saturday or a
Sunday) following the Rate Fixing
Date is not a Relevant Business
Day.
If five or four quotations are
provided by Reference Banks as
requested, the Reference Rate shall
be the arithmetic mean (rounded
to the nearest whole IDR, with
IDR 0.5 being rounded upwards)
of the remaining three or two such
quotations (expressed as the number
of IDR per one USD), as the case
may be, after disregarding the
highest quotation and the lowest
quotation; provided, that if two
or more such quotations are the
highest such quotations, then only
one of such quotations shall be
disregarded; and provided further,
that if two or more such quotations
are the lowest such quotations,
then only one of such lowest quotations
shall be disregarded.
If only three or two quotations
are provided as requested, the
Reference Rate shall be the arithmetic
mean (rounded to the nearest whole
IDR, with IDR 0.5 being rounded
upwards) of such quotations (expressed
as the number of IDR per one USD).
If only one or no quotations are
provided as requested, or if the
Calculation Agent determines in
its sole discretion that no suitable
Reference Banks active in the USD/IDR
currency or foreign exchange markets
will provide quotations, the Calculation
Agent shall be entitled to calculate
the Reference Rate acting in good
faith in a commercially reasonable
manner, having taken into account
relevant market practice, by reference
to such additional sources as it
deems appropriate; and in such
case the Calculation Agent shall
notify the Bank and the Global
Agent as soon as reasonably practicable
that the Reference Rate is to be
so determined.
(g) Calculation Agent: The Toronto-Dominion Bank, Toronto
In relation to the Rate Fixing
Date, as soon as is reasonably
practicable after the determination
of the Reference Rate in relation
thereto, on the date on which the
relevant Reference Rate is to be
determined (or, if such date is
not a Relevant Business Day, then
on the next succeeding Relevant
Business Day), the Calculation
Agent shall notify the Issuer and
the Global Agent of the Reference
Rate, and the Interest Amount,
and the Redemption Amount or Early
Redemption Amount, as the case
may be, in relation thereto.
All determinations of the Calculation
Agent shall (in the absence of
manifest error) be final and binding
on all parties (including, but
not limited to, the Bank and the
Noteholders) and shall be made
in its sole discretion in good
faith and in a commercially reasonable
manner in accordance with a calculation
agent agreement between the Bank
and the Calculation Agent.
(h) Notification: If the Interest Amount payable
on any Fixed Rate Interest Payment
Date or the Redemption Amount,
as the case may be, is calculated
in any manner other than by utilizing
the USD/IDR reference rate that
appears on Bank Indonesia's website
(www.bi.go.id), or on Refinitiv
Screen JISDOR Page ( or on such
replacement page as described above
), or as otherwise made available
by Bank Indonesia (or its successor
as administrator), the Global Agent
on behalf of the Bank shall give
notice as soon as reasonably practicable
to the Noteholders in accordance
with Condition 14 (Notices).
15. Relevant Financial Center: New York, London and Jakarta
16. Relevant Business Day: New York, London and Jakarta
17. Redemption Amount (Condition
6(a)): The Redemption Amount with respect
to each Calculation Amount will
be a USD amount calculated by the
Calculation Agent as of the Rate
Fixing Date with respect to the
Maturity Date as follows:
Calculation Amount
divided by
the Reference Rate
(and rounding, if necessary, the
entire resulting figure to the
nearest 2 decimal places, with
USD 0.005 being rounded upwards).
18. Issuer's Optional Redemption
(Condition 6(e)): No
19. Redemption at the Option
of the Noteholders (Condition No
6(f)):
20. Early Redemption Amount
(including accrued interest, In the event the Notes become due
if applicable) (Condition and payable as provided in Condition
9): 9 (Default), the Early Redemption
Amount with respect to each Calculation
Amount will be a USD amount equal
to the Redemption Amount that is
determined in accordance with "17.
Redemption Amount" plus accrued
and unpaid interest, if any, as
determined in accordance with "14.
Fixed Interest Rate (Condition
5(I))"; provided, that for purposes
of such determination, the "Rate
Fixing Date" shall be the date
that is five Fixing Business Days
prior to the date upon which the
Notes become due and payable as
provided in Condition 9 (Default).
21. Governing Law: New York
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 UK Regulated Market.
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance Euroclear Bank SA/NV and Clearstream
and Banking S.A.
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: The Dealer has agreed to pay for
all material expenses related to
the issuance of the Notes, except
the Issuer will pay for the London
Stock Exchange listing fees, if
applicable.
6. Codes:
(a) Common Code: 240674947
(b) ISIN: XS2406749478
7. Identity of Dealer: J.P. Morgan Securities plc
8. Provision for Registered
Notes:
(a) Individual Definitive
Registered Notes Available No
on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global Yes, issued in accordance with
Notes: the Amended and Restated Global
Agency Agreement, dated as of July
28, 2020, as amended from time
to time, between the Bank, Citibank,
N.A., London Branch as Global Agent,
and the other parties thereto.
9. Intended to be held in a
manner which would allow Not Applicable
Eurosystem eligibility:
10. 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 represents and agrees
that (a) it has only communicated
or caused to be communicated and
will only communicate or cause
to be communicated an invitation
or inducement to engage in investment
activity (within the meaning of
Section 21 of the Financial Services
and Markets Act 2000 (the "FSMA"))
received by it in connection with
the issue or sale of the Notes
in circumstances in which Section
21(1) of the FSMA does not apply
to the Bank, and (b) it has complied
and will comply with all applicable
provisions of the FSMA with respect
to anything done by it in relation
to such Notes in, from or otherwise
involving the UK.
(c) Indonesia: The Notes are not and will not
be registered with the Financial
Services Authority previously known
as the Capital Market and Financial
Institutions Supervisory Agency
(the "OJK") in Indonesia. As such,
the Notes (including the distribution
and dissemination of the Pricing
Supplement, other written materials
either through advertisements or
other media authorized) are not
authorized by the OJK for their
sale by public offering in the
Indonesian territory and/or to
Indonesian entities or residents
in the Indonesian territory in
circumstances which constitute
a public offering of securities
under the Indonesian Law No. 8/1995
regarding Capital Markets. Likewise,
the Notes and the Pricing Supplement
have not been reviewed, registered
or authorized by the Central Bank
(Bank Indonesia) for their distribution
through banking institutions in
Indonesia. As such, the Dealer
represents and agrees that (a)
it has not offered or sold and
will not offer or sell any Notes
in the Republic of Indonesia or
to Indonesian nationals, corporates
or residents including by way of
invitation, offering or advertisement,
and (b) it has not distributed,
and will not distribute, the Prospectus,
the Pricing Supplement, or any
other offering material relating
to the Notes in the Republic of
Indonesia, or to Indonesian nationals,
corporates or residents, in a manner
which constitutes a public offering
of the Notes under the laws and
regulations of the Republic of
Indonesia .
(d) Singapore: In the case of the Notes being
offered into Singapore in a primary
or subsequent distribution, and
solely for the purposes of its
obligations pursuant to Section
309B of the Securities and Futures
Act (Chapter 289) of Singapore
(the "SFA"), the Issuer has determined,
and hereby notifies all relevant
persons (as defined in Section
309A of the SFA) that the Notes
are "prescribed capital markets
products" (as defined in the Securities
and Futures (Capital Markets Products)
Regulations 2018 of Singapore)
and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment
Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment
Products) .
(e) 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, 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.
General Information
Additional Information Regarding the Notes
1. Matters relating to UK MiFIR
The Bank does not fall under the scope of application of the UK
MiFIR regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of UK MiFIR.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
UK 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 retail clients, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of UK domestic law by virtue of the EUWA, eligible
counterparties, as defined in COBS, and professional clients, as
defined in UK MiFIR; 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 UK manufacturer's target market assessment;
however, a distributor subject to the UK MiFIR Product Governance
Rules is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining
the UK manufacturer's target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK
manufacturer" means the Dealer, (ii) the expression "COBS" means
the FCA Handbook Conduct of Business Sourcebook, (iii) the
expression "UK MiFIR" means Regulation (EU) No 600/2014 as it forms
part of UK domestic law by virtue of the EUWA and (iv) the
expression "UK MiFIR Product Governance Rules" means the FCA
Handbook Product Intervention and Product Governance
Sourcebook.
2. Additional Investment Considerations:
The Notes offered by this Pricing Supplement are complex
financial instruments and may not be suitable for certain
investors. Investors intending to purchase the Notes should consult
with their tax and financial advisors to ensure that the intended
purchase meets the investment objective before making such
purchase.
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.
Payment of each Interest Amount and the Redemption Amount will
be based on the Reference Rate, which is a measure of the rate of
exchange between the Indonesian Rupiah and the USD. Currency
exchange rates are volatile and will affect the holder's return. In
addition, the government of Indonesia can from time to time
intervene in the foreign exchange market. These interventions or
other governmental actions could adversely affect the value of the
Notes, as well as the yield (in USD terms) on the Notes and the
amount payable at maturity or upon acceleration. Even in the
absence of governmental action directly affecting currency exchange
rates, political or economic developments in Indonesia or elsewhere
could lead to significant and sudden changes in the exchange rate
between the Indonesian Rupiah and the USD.
The Indonesian Rupiah is an emerging market currency. Emerging
market currencies may be subject to particularly substantial
volatility, as well as to government actions including currency
controls, devaluations and other matters which could materially and
adversely affect the value of the Notes.
The methodologies for determining the Reference Rate may result
in a Redemption Amount (or Early Redemption Amount, as the case may
be) of the Notes, or an Interest Amount on the Notes, being
significantly less than anticipated or less than what an
alternative methodology for determining the IDR-USD exchange rate
would yield.
3. United Stated 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 in the Indonesian Rupiah, 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" under the "United States
Holders" section. Pursuant to such rules, a United States holder
should determine amounts received with respect to a Note (including
principal and interest) by reference to the U.S. dollar value of
the Indonesian Rupiah amount of the payment, calculated at the
currency exchange rate in effect on the date of payment. The U.S.
dollar amount that is actually received by the United States holder
may differ from the amount determined under the preceding sentence,
since the U.S. dollar amount of the payment will be determined by
reference to the Reference Rate as of the relevant Rate Fixing
Date. Accordingly, a United States holder of the Notes may
recognize United States source foreign currency gain or loss in an
amount equal to such difference (in addition to any foreign
currency gain or loss otherwise recognized upon the receipt of an
interest payment or a sale or retirement of the Notes). The U.S.
Internal Revenue Service could take the position, however, that the
amounts received by a United States holder in respect of a Note
should be equal to the U.S. dollar amount that is actually received
by the United States holder. Prospective United States holders of
the Notes should consult their tax advisors regarding these
rules.
INTER-AMERICAN DEVELOPMENT BANK
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END
IODUSOKRAKUUUAA
(END) Dow Jones Newswires
December 29, 2021 01:59 ET (06:59 GMT)
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