TIDM42BI
RNS Number : 9595J
Inter-American Development Bank
03 May 2022
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 829
GBP 500,000,000 2.125 percent Notes due December 15, 2028 (the
"Notes")
Issue Price: 99.332 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
UK Regulated Market
BofA Securities
Citigroup
Deutsche Bank
HSBC
The date of this Pricing Supplement is April 26, 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 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.
MiFID II and UK MiFIR product governance / Retail investors,
professional investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to MiFID II and 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), these are the only terms that form part of the
form of Notes for such issue.
1. Series No.: 829
2. Aggregate Principal Amount: GBP 500,000,000
3. Issue Price: GBP 496,660,000, which is 99.332
percent of the Aggregate Principal
Amount.
4. Issue Date: April 29, 2022
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)): GBP 1,000 and integral multiples
thereof
8. Specified Currency
(Condition 1(d)): Pound sterling ("GBP") being
the lawful currency of the United
Kingdom of Great Britain and
Northern Ireland
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): GBP
10. Specified Interest Payment
Currency GBP
(Conditions 1(d) and 7(h)):
11. Maturity Date
(Condition 6(a); Fixed December 15, 2028
Interest Rate):
12. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
13. Interest Commencement Date
(Condition 5(III)) : Issue Date (April 29, 2022)
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 2.125 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Annually in arrear on December
15 in each year, commencing on
December 15, 2022, up to and
including the Maturity Date.
There will be a short first Interest
Period from and including the
Issue Date to but excluding December
15, 2022.
Each 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) Initial Broken Amount: GBP 13.39 per GBP 1,000 principal
amount.
(e) Fixed Rate Day Count
Fraction(s): Actual/Actual (ICMA)
15. Relevant Financial Center: London and New York
16. Relevant Business Days: London and New York
17. Issuer's Optional Redemption
(Condition 6(e)): No
18. Redemption at the Option
of the Noteholders (Condition No
6(f)):
19. 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 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 Market Limited
Deutsche Bank AG, London Branch
HSBC Bank plc
Merrill Lynch International
5. Commissions and Concessions: No commissions or concessions
are payable in respect of the
Notes.
6. Estimated Total Expenses: The Managers have 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.
7. Codes:
(a) Common Code: 247375384
(b) ISIN: XS2473753841
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 July
28, 2020, among the Bank, Citibank,
N.A., 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: Each of the Managers 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) 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).
(d) 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.
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).
2. Matters relating to MiFID II and UK MiFIR
The Bank does not fall under the scope of application of either
the MiFID II or the UK MiFIR regime. Consequently, the Bank does
not qualify as an "investment firm", "manufacturer" or
"distributor" for the purposes of MiFID II or UK MiFIR.
MiFID II product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
EU 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 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 EU manufacturer's 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 EU manufacturer's target
market assessment) and determining appropriate distribution
channels.
For the purposes of this provision, the expression "EU
manufacturer" means Deutsche Bank AG, London Branch, and the
expression "MiFID II" means Directive 2014/65/EU, as amended.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of each
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 manufacturers' 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 manufacturers' target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK
manufacturers" means Citigroup Global Markets Limited, Deutsche
Bank AG, London Branch, HSBC Bank plc and Merrill Lynch
International , (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
IODUKURRUVUSUUR
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