|
9.
|
Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
|
|
|
|
|
U.S.$
|
|
|
10.
|
Specified Interest Payment Currency
(Conditions 1(d) and 7(h)):
|
|
|
|
|
U.S.$
|
|
|
11.
|
Maturity Date
(Condition 6(a); Fixed Interest Rate
and Zero Coupon):
|
|
|
|
|
November 5, 2029
|
|
|
12.
|
Interest Basis (Condition 5):
|
|
|
|
|
Fixed Interest Rate (Condition
5(I))
|
|
|
13.
|
Interest Commencement Date
(Condition 5(III)):
|
|
|
|
|
Issue Date (February 5,
2025)
|
|
|
14.
|
Fixed Interest Rate (Condition
5(I)):
|
|
|
|
|
(a) Interest Rate:
|
4.80 percent per annum
|
|
|
|
(b) Fixed Rate Interest Payment
Date(s):
|
Annually in arrear on February 5 in
each year, commencing on February 5, 2026, up to and including the
Maturity Date; provided
that there will be a short final coupon from February 5, 2029 to
November 5, 2029.
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
|
|
|
15.
|
Relevant Financial Center:
|
New York
|
|
|
16.
|
Relevant Business Days:
|
New York
|
|
|
17.
|
Issuer's Optional Redemption
(Condition 6(e)):
|
|
|
|
|
Yes, in whole but not in
part
|
|
|
|
(a) Notice Period:
|
No less than five (5) Relevant
Business Days prior to the Optional Redemption Dates
|
|
|
|
(b) Amount:
|
100.00 percent per Authorized
Denomination
|
|
|
(c) Date(s):
|
February 5 in each year, commencing
on February 5, 2026, up to and including February 5,
2029.
|
|
|
(d) Early Redemption Amount
Bank:
|
100.00 percent of the Aggregate
Principal Amount
|
|
18.
|
Redemption at the Option of the
Noteholders (Condition 6(f)):
|
|
|
|
No
|
|
19.
|
Governing Law:
|
New York
|
|
Other Relevant Terms
|
|
1.
|
Listing:
|
None.
|
|
2.
|
Details of Clearance System Approved
by the Bank and the Global Agent and Clearance and Settlement
Procedures:
|
|
|
|
The Depository Trust Company
(DTC); Euroclear Bank SA/NV; Clearstream Banking
S.A.
|
|
3.
|
Syndicated:
|
No
|
|
4.
|
Commissions and Concessions:
|
No commissions or concessions are
payable in respect of the Notes. 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) ISIN:
(b) Common
Code:
|
US45818WGC47
299608492
|
|
|
(b) CUSIP:
|
45818WGC4
|
|
7.
|
Identity of Dealer:
|
Banco Santander, S.A.
|
|
|
|
|
| |
8. Provision for Registered Notes:
9. Individual Definitive Registered
Notes Available on Issue
Date:
No
(a) DTC Global Note(s):
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.
(b) Other Registered Global Notes: No
(c) 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
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:
|
The Dealer represents, warrants and
agrees, that it has not offered or sold any Notes or caused the
Notes to be made the subject of an invitation for subscription or
purchase and will not offer or sell any Notes or cause the Notes to
be made the subject of an invitation for subscription or purchase,
and has not circulated or distributed, nor will it circulate or
distribute the Prospectus, this Pricing Supplement or any other
document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Notes, whether
directly or indirectly, to any person in Singapore other than: (i)
to an institutional investor (as defined in Section 4A of the SFA)
pursuant to Section 274 of the SFA or (ii) to an accredited
investor (as defined in Section 4A of the SFA) pursuant to and in
accordance with the conditions specified in Section 275 of the SFA
and (where applicable) Regulation 3 of the Securities and Futures
(Classes of Investors) Regulations 2018 of Singapore.
Investors should note that there may
be restrictions on the secondary sale of the Notes under Section
276 of the SFA.
Any reference to the SFA is a
reference to the Securities and Futures Act 2001 of Singapore and a
reference to any term that is defined in the SFA or any provision
in the SFA is a reference to that term or provision as amended or
modified from time to time including by such of its subsidiary
legislation as may be applicable at the relevant time.
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 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, 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 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 / 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 and professional 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 the Dealer and the
expression "MiFID II" means Directive 2014/65/EU, as
amended.
UK
MiFIR product governance / 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 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.
Use of Proceeds
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 Bank's mission is to improve
lives in Latin America and the Caribbean countries by contributing
to the acceleration of the process of economic and social
development and by supporting efforts to reduce poverty and
inequality in a sustainable, climate friendly way. 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 net proceeds from the sale of
the Notes will be included in the ordinary capital resources of the
Bank, used in its ordinary operations, and will not be committed or
earmarked for lending to, or financing of, any specific loans,
projects, or programs.
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
Information Statement).
3.
United States Offers and Sales
To the extent the Dealer is not a U.S. registered broker-dealer and
intends to effect any offers or sales of any Notes in the United
States, it will do so through one or more U.S. registered
broker-dealers in accordance with the applicable U.S. securities
laws and regulations.
4.
Additional Investment Considerations
Although the net proceeds from the
sale of the Notes will be included in the ordinary capital
resources of the Bank, used in its ordinary operations, the Notes
may not satisfy an investor's requirements if the investor seeks to
invest in assets with certain sustainability characteristics. No
assurance is or can be given to investors that the use of proceeds
will satisfy, whether in whole or in part, any present or future
investor expectations or requirements regarding any investment
criteria or guidelines applicable to any investor or its
investments. In addition, no assurance is or can be given to
investors that any projects undertaken by the Bank will meet any or
all investor expectations regarding "sustainable" or other
equivalently-labelled performance objectives or that any adverse
environmental, social and/or other impacts will not occur during
the implementation by the borrower or any other implementing entity
of any projects. Furthermore, it should be noted that there is
currently no clearly-defined definition (legal, regulatory or
otherwise) of, nor market consensus as to what constitutes, a
"sustainable" or an equivalently- labelled project or as to what
precise attributes are required for a particular project to be
defined as "sustainable" or such other equivalent label and if
developed in the future, Notes may not comply with any such
definition or label.
There can be no assurance that the
net proceeds from the sale of any particular tranche of Notes will
be totally or partially disbursed for any projects undertaken by
the Bank within the term of such Notes. Not all projects undertaken
by the Bank will be completed within the specified period or with
the results or outcome as originally expected or anticipated by the
Bank and some planned projects might not be completed at all. Each
potential purchaser of the Notes should determine for itself the
relevance of the information contained in this Prospectus regarding
the use of proceeds and its purchase of the Notes should be based
upon such investigation as it deems necessary.
INTER-AMERICAN DEVELOPMENT
BANK
