TIDM42BI
RNS Number : 2995E
Inter-American Development Bank
02 November 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 536
INR 449,000,000 5.43 percent Notes due October 27, 2020 (the
"Notes")
Payable in Japanese Yen
Issue Price: 99.980 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.: 536
2. Aggregate Principal Amount: INR 449,000,000
3. Issue Price: INR 448,910,200, which is 99.980
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in JPY in the amount of JPY
825,815,204 at the agreed rate
of JPY 1.8396 per one INR.
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)): INR 100,000
7. Specified Currency
(Condition 1(d)): Indian Rupee ("INR") 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 27, 2020
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: 5.43 percent per annum
(b) Fixed Rate Interest Semi-annually on April 27 and
Payment Date(s): October 27 in each year, commencing
on April 27, 2016 and ending
on the Maturity Date.
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
for the relevant Interest Period.
The Interest Amount with respect
to each Interest Period shall
be a JPY amount calculated on
the relevant FX Fixing Date
(as defined below) as follows:
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INR 2,715 multiplied by the
Reference Rate
(rounding, if necessary, the
entire resulting figure to the
nearest whole JPY, with JPY
0.5 being rounded upwards).
If Price Source Disruption Event
occurs, then the Reference Rate
shall be determined in the following
order.
(a) The Reference Rate shall
be calculated by dividing the
USD/JPY_fx by the USD/INR_fx;
provided, that such number (expressed
as the number of JPY per one
INR) shall be rounded to two
decimal places with 0.005 being
rounded upwards.
(b) If USD/JPY_fx is not available
on the relevant FX Fixing Date,
the Calculation Agent will request
five leading reference banks
(selected by the Calculation
Agent at its sole discretion)
in the Tokyo interbank market
for their mid market quotations
of the USD/JPY spot exchange
rate at approximately 3:00 p.m.
Tokyo time on such date. The
highest and the lowest of such
quotations will be disregarded
and the arithmetic mean of the
remaining three quotations will
be USD/JPY_fx. Provided that,
if only four quotations are
so provided, then USD/JPY_fx
shall be the arithmetic mean
of such quotations without regard
to the highest and lowest values
quoted. If fewer than four quotations
but at least two quotations
can be obtained, then USD/JPY_fx
shall be the arithmetic mean
of the quotations actually obtained
by the Calculation Agent. If
only one quotation is available,
the Calculation Agent may determine
that such quotation shall be
USD/JPY_fx, and if no such quotation
is available or if the Calculation
Agent determines in its sole
discretion that no suitable
reference bank who is prepared
to quote is available, USD/JPY_fx
shall be determined by the Calculation
Agent in good faith.
(c) If USD/INR_fx is not available
on the relevant FX Fixing Date,
the Calculation Agent will request
five leading reference banks
(selected by the Calculation
Agent at its sole discretion)
which regularly deal in the
USD/INR exchange market, for
their market quotations of the
USD/INR spot exchange rate on
such date. The highest and the
lowest of such quotations will
be disregarded and the arithmetic
mean of the remaining three
quotations will be USD/INR_fx.
Provided that, if only four
quotations are so provided,
then USD/INR_fx shall be the
arithmetic mean of such quotations
without regard to the highest
and lowest values quoted. If
fewer than four quotations but
at least two quotations can
be obtained then USD/INR_fx
shall be the arithmetic mean
of the quotations actually obtained
by the Calculation Agent. If
only one quotation is available,
the Calculation Agent may determine
that such quotation shall be
USD/INR_fx, and if no such quotation
is available or if the Calculation
Agent determines in its sole
discretion that no suitable
reference bank who is prepared
to quote is available, USD/INR_fx
shall be determined by the Calculation
Agent in good faith.
Notwithstanding paragraphs (a)
through (c) above, if any FX
Fixing Date falls on an Unscheduled
Holiday, the USD/INR_fx will
be determined by the Calculation
Agent on such FX Fixing Date
in its sole discretion, acting
in good faith and in a commercially
reasonable manner.
Where:
"Business Day" means a day (other
than a Saturday or a Sunday)
on which commercial banks and
foreign exchange markets settle
payments in London, Mumbai,
New York and Tokyo.
"Calculation Agent" means JPMorgan
Chase Bank, N.A. All determinations
of the Calculation Agent shall
(in the absence of manifest
error) be final and binding
on all parties (including, but
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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 10 Business
Days prior to the relevant Fixed
Rate Interest Payment Date (including
the Maturity Date), which shall
not be subject to adjustment
by any Business Day Convention;
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.
"Mumbai Business Day" means
a day (other than a Saturday
or a Sunday) on which commercial
banks and foreign exchange markets
settle payments and are open
for general business (including
dealing in foreign exchange
and foreign currency deposits)
in Mumbai.
"Price Source Disruption Event"
means the event that the RBIC
Rate is not available for any
reason on the Bloomberg page
<INRRRTYN index> or any successor
page on the relevant FX Fixing
Date.
"RBIC Rate" means the spot JPY/INR
foreign exchange rate, (expressed
as the number of INR per 100
JPY) as reported by the Reserve
Bank of India and as published
on Bloomberg Page <INRRRTYN
index>, or such other page or
services as may replace any
such page for the purpose of
displaying the reference JPY/INR
exchange rate.
"Reference Rate" means the product
of 100 and the reciprocal number
of the RBIC Rate on each FX
Fixing Date. The resulting figure
(expressed as the number of
JPY per one INR) shall be rounded
to four decimal places with
0.00005 being rounded upwards.
"Unscheduled Holiday" means
a day that is not a Mumbai Business
Day and this fact was not publically
known to market participants
(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 in Mumbai, two Mumbai
Business Days prior to the relevant
FX Fixing Date.
"USD/INR_fx" means the spot
USD/INR foreign exchange rate,
(expressed as the number of
INR per one USD), for settlement
in two Mumbai Business Days
reported by the Reserve Bank
of India which appears on Reuters
Screen "RBIB" Page, or any successor
page as the case may be, on
the relevant FX Fixing Date.
"USD/JPY_fx" means the arithmetic
mean of bid and offered rate
for USD/JPY (expressed as the
number of JPY per one USD) as
of 3:00 p.m. Tokyo time on the
relevant FX Fixing Date, which
appears under the heading "DLR/YEN"
column on Reuters Screen "TKFE"
Page, or any successor page
as the case may be.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: London, Mumbai, New York and
Tokyo
15. Relevant Business Days: London, Mumbai, New York 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:
INR 100,000 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
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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:
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) India:
The Dealer has acknowledged
that, it will not offer or sell
any Notes in India at any time.
The Notes have not been approved
by the Securities and Exchange
Board of India, Reserve Bank
of India or any other regulatory
authority of India, nor have
the foregoing authorities approved
this Pricing Supplement or confirmed
the accuracy or determined the
adequacy of the information
contained in this Pricing Supplement.
This Pricing Supplement has
not been and will not be registered
as a prospectus or a statement
in lieu of prospectus with the
Registrar of Companies in India.
(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: 130349498
(b) ISIN: XS1303494980
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"
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