TIDM42BI
RNS Number : 2977E
Inter-American Development Bank
02 November 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 534
BRL 55,650,000 11.02 percent Notes due October 25, 2018 (the
"Notes")
Payable in Japanese Yen
Issue Price: 99.970 percent
No application has been made to list the Notes on any stock
exchange.
Nomura International plc
The date of this Pricing Supplement is October 20, 2015
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 Directive
2003/71/EC of the European Parliament and of the Council). 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.
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.
1. Series No.: 534
2. Aggregate Principal Amount: BRL 55,650,000
3. Issue Price: BRL 55,633,305, which is 99.970
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in JPY in the amount of JPY
1,695,146,803 at the agreed
rate of JPY 30.47 per one BRL.
4. Issue Date: October 27, 2015
5. Form of Notes
(Condition 1(a)): Bearer only.
The Notes will initially be
represented by a temporary global
note in bearer form (the "Temporary
Bearer Global Note"). Interests
in the Temporary Bearer Global
Note will, not earlier than
the Exchange Date, be exchangeable
for interests in a permanent
global note in bearer form (the
"Permanent Bearer Global Note").
Interests in the Permanent Bearer
Global Note will be exchangeable
for definitive Notes in bearer
form ("Definitive Bearer Notes"),
in the following circumstances:
(i) if the Permanent Bearer
Global Note is held on behalf
of a clearing system and such
clearing system is closed for
business for a continuous period
of fourteen (14) days (other
than by reason of holidays,
statutory or otherwise) or announces
its intention to permanently
cease business or does in fact
do so, by any such holder giving
written notice to the Global
Agent; and (ii) at the option
of any such holder upon not
less than sixty (60) days' written
notice to the Bank and the Global
Agent from Euroclear and Clearstream,
Luxembourg on behalf of such
holder; provided, that no such
exchanges will be made by the
Global Agent, and no Noteholder
may require such an exchange,
during a period of fifteen (15)
days ending on the due date
for any payment of principal
on the Notes.
6. Authorized Denomination(s)
(Condition 1(b)): BRL 10,000
7. Specified Currency
(Condition 1(d)): Brazilian Real ("BRL") (the
lawful currency of the Federative
Republic of Brazil); provided
that all payments in respect
of the Notes will be made in
Japanese Yen ("JPY")
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): JPY
9. Specified Interest Payment
Currency JPY
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed October 25, 2018
Interest Rate): The Maturity Date is subject
to adjustment in accordance
with the Modified Following
Business Day Convention with
no adjustment to the amount
of interest otherwise calculated.
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (October 27, 2015)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 11.02 percent per annum
(b) Fixed Rate Interest Semi-annually on April 25 and
Payment Date(s): October 25 in each year, commencing
on April 25, 2016 and ending
on the Maturity Date.
There will be short first Interest
Period from and including the
Issue Date to but excluding
April 25, 2016.
Each Fixed Rate Interest Payment
Date is subject to adjustment
in accordance with the Modified
Following Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
Calculation of Interest Amount
As soon as practicable and in
accordance with the procedures
specified herein, the Calculation
Agent (as defined below) will
determine the Reference Rate
(as defined below) and calculate
the amount of interest payable
(the "Interest Amount") with
respect to each Authorized Denomination
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for the relevant Interest Period.
The Interest Amount with respect
to the Interest Period from
and including the Interest Commencement
Date to but excluding April
25, 2016, shall be a JPY amount
calculated on the relevant FX
Fixing Date (as defined below)
as follows:
BRL 544.88 multiplied by the
Reference Rate
(rounding, if necessary, the
entire resulting figure to the
nearest whole JPY, with JPY
0.5 being rounded upwards).
The Interest Amount with respect
to each subsequent Interest
Period shall be a JPY amount
calculated on the relevant FX
Fixing Date (as defined below)
as follows:
BRL 551.00 multiplied by the
Reference Rate
(rounding, if necessary, the
entire resulting figure to the
nearest whole JPY, with JPY
0.5 being rounded upwards).
Where:
"BRL09" means the BRL/USD offered
rate (expressed as the number
of BRL per one USD) for settlement
in two São Paulo and New
York Business Days, as reported
by the Banco Central do Brasil
(www.bcb.gov.br; see "Cotações
e boletins") or any succeeding
rate source on the relevant
FX Fixing Date and as published
on Bloomberg Page <BZFXPTAX
index>, or such other page or
services that may replace any
such page for the purpose of
displaying the reference BRL/USD
foreign exchange rate.
"BRL12" means the BRL/USD specified
foreign exchange rate (expressed
as the number of BRL per one
USD) for settlement in two São
Paulo and New York Business
Days as published on EMTA's
website (www.emta.org) or such
replacement service on the relevant
FX Fixing Date. BRL12 is the
"BRL Methodology Survey Rate"
that is calculated by EMTA (or
a service provider EMTA may
select in its sole discretion)
pursuant to the EMTA BRL Industry
Survey Methodology (which means
a methodology, dated as of March
1, 2004, as amended from time
to time, for a centralized industry-wide
survey of financial institutions
in Brazil that are active participants
in the BRL/USD spot rate markets
for the purpose of determining
BRL12).
"Business Day" means a day (other
than a Saturday or a Sunday)
on which commercial banks and
foreign exchange markets settle
payments in London, New York
City, São Paulo and Tokyo.
"Calculation Agent" means Standard
Chartered Bank. 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.
"FX Fixing Date" means the date
that is ten (10) Business Days
prior to the applicable Fixed
Rate Interest Payment Date or
the Maturity Date, subject to
no adjustment pursuant to any
Business Day Convention in either
case; provided, that irrespective
of whether there is an Unscheduled
Holiday between the FX Fixing
Date and the relevant date of
payment, such FX Fixing Date
shall not be subject to adjustment.
"Price Materiality Event" means,
with respect to an FX Fixing
Date, an event where (i) BRL09
differs by more than three (3)
percent from BRL12 or (ii) there
are insufficient responses to
the EMTA BRL Industry Survey.
"Price Source Disruption Event"
means an event where it is impossible
to obtain a Reference Rate by
reference to the PTAX Rate on
the relevant FX Fixing Date.
"PTAX Rate" means, with respect
to an FX Fixing Date, the BRL/JPY
foreign exchange rate (expressed
as the number of BRL per one
JPY) as reported by the Banco
Central do Brasil (www.bcb.gov.br
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; see "Cotações e
boletins") or any succeeding
rate source, and as published
on Bloomberg Page <BZFXJPY index>
or such other page or services
that may replace any such page
for the purpose of displaying
the reference BRL/JPY foreign
exchange rate.
"Reference Rate" means, with
respect to an FX Fixing Date,
the reciprocal number (expressed
as the number of JPY per one
BRL) of the ask side of the
PTAX Rate (as defined above)
(such reciprocal number being
rounded to the nearest two decimal
places with 0.005 being rounded
upwards), at approximately 1:15
p.m. São Paulo time on
such FX Fixing Date.
If any Price Source Disruption
Event or Price Materiality Event
occurs, then the Calculation
Agent shall determine the Reference
Rate as a cross currency exchange
rate by dividing the USD/JPY
FX Rate by BRL12 (each as defined
above and below) (such rate
being rounded to the nearest
two decimal places with 0.005
being rounded upwards); provided,
that if BRL12 and/or the USD/JPY
FX Rate is/are unavailable on
the relevant FX Fixing Date,
including the case in which
the FX Fixing Date falls on
an Unscheduled Holiday, then
the Calculation Agent will determine
the Reference Rate on such FX
Fixing Date in its sole discretion,
acting in good faith and in
a commercially reasonable manner,
having taken into account relevant
market practice.
"São Paulo and New York
Business Day" means a day (other
than a Saturday or a Sunday)
on which commercial banks and
foreign exchange markets settle
payments in São Paulo and
New York.
"São Paulo Business Day"
means a day (other than a Saturday
or a Sunday) on which commercial
banks and foreign exchange markets
settle payments in São
Paulo.
"Unscheduled Holiday" means
a day that is not a São
Paulo Business Day and the market
was not aware of such fact (by
means of a public announcement
or by reference to other publicly
available information) until
a time later than 9:00 a.m.
local time on the day which
is two São Paulo Business
Days prior to the relevant FX
Fixing Date.
"USD/JPY FX Rate" means the
USD/JPY bid exchange rate (expressed
as the number of JPY per one
USD) as published on the Reuters
Screen Page "JPNW", or its successor
page for the purpose of displaying
such rate, as of 4:00 p.m. New
York time on the relevant FX
Fixing Date.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: London, New York, São Paulo
and Tokyo
15. Relevant Business Days: London, New York, São Paulo
and Tokyo
16. Redemption Amount (Condition
6(a)): The Redemption Amount with
respect to each Authorized Denomination
will be a JPY amount calculated
by the Calculation Agent on
the FX Fixing Date with respect
to the Maturity Date as follows:
BRL 10,000 multiplied by the
Reference Rate
(and rounding, if necessary,
the entire resulting figure
to the nearest whole JPY, with
JPY 0.5 being rounded upwards).
17. Issuer's Optional Redemption
(Condition 6(e)): No
18. Redemption at the Option
of the Noteholders (Condition No
6(f)):
19. Early Redemption Amount
(including accrued interest,
if applicable) (Condition In the event the Notes become
9): due and payable as provided
in Condition 9 (Default), the
Early Redemption Amount with
respect to each Authorized Denomination
will be a JPY amount equal to
the Redemption Amount that is
determined in accordance with
"16. Redemption Amount (Condition
6(a))" plus accrued and unpaid
interest, if any, as determined
in accordance with "13. Fixed
Interest Rate (Condition 5(I))";
provided, that for purposes
of such determination, the "FX
Fixing Date" shall be the date
fixed by the Calculation Agent.
20. Governing Law: New York
21. Selling Restrictions: (a) United States:
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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.
Notes in bearer form are subject
to U.S. tax law requirements
and may not be offered, sold
or delivered within the United
States or its possessions or
to U.S. persons, except in certain
circumstances permitted by U.S.
tax regulations.
(b) United Kingdom:
The Dealer 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) Federative Republic of Brazil:
The Dealer has represented and
agreed that it has not offered
or sold and will not offer or
sell any Notes in Brazil. The
Notes have not been and will
not be registered with the Brazilian
Securities and Exchange Commission
(Commissão de Valores Mobililiarios,
the "CVM").
(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 Bank 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.
Other Relevant Terms
1. Listing: None
2. Details of Clearance System
Approved by the Bank and
the Euroclear Bank SA/NV and/or
Global Agent and Clearance Clearstream Banking, Luxembourg
and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 1.80 percent of the Aggregate
Principal Amount
5. Estimated Total Expenses: None. The Dealer has agreed
to pay for all material expenses
related to the issuance of the
Notes.
6. Codes:
(a) Common Code: 130349323
(b) ISIN: XS1303493230
7. Identity of Dealer: Nomura International plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than December 7,
2015, which is the date that
is 41 (forty-one) days after
the Issue Date.
(b) Permanent Global Note: Yes
(c) Definitive Bearer Notes: No, except in the limited circumstances
described under "Form of Notes"
herein and in the Prospectus
(d) Individual Definitive
Registered Notes: No
(e) Registered Global Notes: No
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:
"An amount equal to the net proceeds of the issue of the Notes
(which proceeds may be converted into other currencies) shall be
recorded by IADB in a separate sub-account supporting Eligible
Projects. These proceeds will be invested in accordance with the
IADB's conservative liquidity investment guidelines until used to
support the IADB's financing of Eligible Projects. So long as the
Notes are outstanding and the account has a positive balance, the
Bank shall direct an amount equal to such net proceeds to its
lending projects within the fields of Education, Youth, and
Employment, subject to and in accordance with the IADB's
policies.
Although Eligible Projects funded by the net proceeds shall be
reported on the IADB website on an annual basis, funds shall be
reduced from the account on a semi-annual basis by amounts matching
the disbursements made during such semi-annual period in respect of
Eligible Projects.
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