TIDM42BI
RNS Number : 6761F
Inter-American Development Bank
22 March 2022
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 826
AUD 60,000,000 2.80 percent Notes due March 22, 2032 (the
"Notes")
Issue Price: 100.00 percent.
No application has been made to list the Notes on any stock
exchange.
J.P. Morgan Securities plc
The date of this Pricing Supplement is March 17, 2022.
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 (the "FSMA") or a 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.: 826
2. Aggregate Principal Amount: AUD 60,000,000
3. Issue Price: AUD 60,000,000, which is 100.00
percent of the Aggregate Principal
Amount
4. Issue Date: March 22, 2022
5. Form of Notes Registered only
(Condition 1(a)):
6. Authorized Denomination(s) AUD 1,000,000 and integral multiples
thereof
(Condition 1(b)):
7. Specified Currency Australian Dollar (AUD) being
(Condition 1(d)): the lawful currency of the Commonwealth
of Australia
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): AUD
9. Specified Interest Payment
Currency AUD
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed Interest
Rate and Zero Coupon): March 22, 2032
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 2.80 percent per annum
(b) Fixed Rate Interest Payment
Date(s): Semi-annually in arrear on March
22 and September 22 in each year,
commencing on September 22, 2022,
up to and including the Maturity
Date.
Each Fixed Rate Interest Payment
Date is subject to the Business
Day Convention, but with no adjustment
to the amount of interest otherwise
calculated.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count Fraction(s): 30/360
14. Relevant Financial Center: New York, Sydney, Tokyo and London
15. Relevant Business Day: New York, Sydney, Tokyo and London
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
Other Relevant Terms
1. Listing (if yes, specify
Stock None
Exchange):
2. Details of Clearance System
Approved by the Bank and the
Global Agent and Clearance and
Settlement Procedures: Euroclear Bank SA/NV and/or Clearstream
Banking, S.A.
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 Expense: The Dealer has agreed to pay
for all material expenses related
to the issuance of the Notes.
6. Codes:
(a) CUSIP: 245682301
(b) ISIN: XS2456823017
7. Identity of Dealer(s)/Manager(s): J.P. Morgan Securities plc
8. 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 Amended and Restated Global
Agency Agreement, dated as of
July 28, 2020, 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 Eurosystem
eligibility: Not Applicable
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 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) Commonwealth of Australia: The Dealer is neither a bank
nor an authorized deposit-taking
institution which is authorized
under the Banking Act 1959 of
Australia. The Dealer is engaged
in connection with the issuance
of the Notes solely for the purposes
of transactions outside Australia
and with persons who are not
resident or located in Australia.
The Dealer represents and agrees
that it:
* has not (directly or indirectly) offered or invited
applications, and will not offer or invite
applications, for the issue, sale or purchase of the
Notes in Australia (including an offer or invitation
which is received by a person in Australia); and
* has not distributed or published, and will not
distribute or publish, the Prospectus or any other
offering material or advertisement (including any
Pricing Supplement) relating to the Notes in
Australia.
The Dealer has not provided,
and will not provide, any financial
services (as defined in the Corporations
Act 2001 of Australia ("Corporations
Act")) in, or into, Australia
in connection with the issuance
of the Notes and it has not engaged,
and will not engage, in any conduct
intended to induce persons who
are resident or located in Australia
to use the financial services
the Dealer provides.
The Dealer acknowledges in relation
to the Global Debt Program and
the issue of the Notes that the
Prospectus has not been, and
will not be, and no other prospectus
or other disclosure document
(as defined in the Corporations
Act) in relation to the Global
Debt Program or any Notes has
been or will be, lodged with
the Australian Securities and
Investments Commission or any
other Australian governmental
agency.
(d) Japan: The Dealer represents that it
is purchasing the Notes as principal
and has agreed that in connection
with the initial offering of
Notes, it has not offered or
sold and will not directly or
indirectly offer or sell any
Notes in Japan or to, or for
the benefit of, any resident
of Japan (including any Japanese
corporation or any other entity
organized under the laws of
Japan), or to others for re-offering
or resale, directly or indirectly,
in Japan or to, or for the benefit
of, any resident of Japan (except
in compliance with the Financial
Instruments and Exchange Law
of Japan (Law no. 25 of 1948,
as amended) and all other applicable
laws and regulations of Japan),
and furthermore undertakes that
any securities dealer to whom
it sells any Notes will agree
that it is purchasing the Notes
as principal and that it will
not offer or sell any Notes,
directly or indirectly, in Japan
or to or for the benefit of any
resident of Japan (except as
aforesaid ).
(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 . Use of Proceeds
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 dated February 25, 2022).
2. 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.
INTER-AMERICAN DEVELOPMENT BANK
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END
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