TIDM42BI
RNS Number : 3001E
Inter-American Development Bank
02 November 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 530
INR 505,000,000 5.71 per cent. Notes due October 27, 2017 (the
"Notes")
payable in Japanese Yen
Issue Price: 100 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 October 23, 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.: 530
2. Aggregate Principal Amount: INR 505,000,000
3. Issue Price: 100 per cent. of the Aggregate Principal
Amount
The Issue Price will be payable
in Japanese Yen ("JPY"), being the
lawful currency of Japan, in the
amount of JPY 906,475,000 at the
agreed rate of JPY 1.795 per one
INR.
4. Issue Date: October 29, 2015
5. Form of Notes Bearer only. The Notes will initially
(Condition 1(a)): 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") with
all Coupons, if any, in respect
of interest attached, 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) INR 100,000
(Condition 1(b)):
7. Specified Currency Indian Rupee ("INR") being the lawful
(Condition 1(d)): currency of India; provided that
all payments in respect of the Notes
will be made in JPY.
8. Specified Principal Payment JPY
Currency
(Conditions 1(d) and 7(h)):
9. Specified Interest Payment JPY
Currency
(Conditions 1(d) and 7(h)):
10. Maturity Date October 27, 2017
(Condition 6(a); Fixed The Maturity Date is subject to
Interest Rate): adjustment in accordance with the
Modified Following Business Day
Convention with no adjustment to
the amount of interest otherwise
calculated.
11. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
12. Interest Commencement Date October 29, 2015
(Condition 5(III)):
13. Fixed Interest Rate (Condition
5(I)): 5.71 percent per annum
(a) Interest Rate:
(b) Fixed Rate Interest Semi-annually in arrears on April
Payment Date(s): 27 and October 27 of each year,
commencing on April 27, 2016 and
ending on the Maturity Date.
An amount of INR 2,855.00 per Authorized
Denomination is payable on each
Fixed Rate Interest Payment Date
(except for the first Fixed Rate
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Interest Payment Date) and INR 2,823.28
per Authorized Denomination ("Initial
Broken Amount') is payable on the
first Fixed Rate Interest Payment
Date, provided that such amount
shall be payable in JPY by applying
the following formula:
INR 2,855.00 multiplied by INR Rate,
and, in respect of the Initial
Broken Amount,
INR 2,823.28 multiplied by INR Rate,
provided that, such resultant amount
shall be rounded to the nearest
whole JPY (with JPY0.5 being rounded
upwards).
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.
Where:
"INR Rate" means, in respect of
an INR Valuation Date, the INR/JPY
exchange rate, expressed as the
amount of JPY per one INR, which
is calculated by the Calculation
Agent in accordance with the following
formula and rounded to the nearest
three decimal places with 0.0005
being rounded up:
100 divided by INR RBIC Rate.
"INR RBIC Rate" means, in respect
of an INR Valuation Date, the JPY/INR
spot rate, expressed as the amount
of INR per one hundred JPY, as observed
on Thompson Reuters Screen "RBIC"
or any substitute or successor page,
at approximately 1:30 p.m. (India
Standard Time), or as soon thereafter
as practicable.
In the event that no such quotation
appears on the Thompson Reuters
Screen "RBIC" page (or its successor
page for the purpose of displaying
such rate), the INR Rate shall be
determined by the Calculation Agent
by requesting quotations for midrate
of INR/JPY foreign exchange rate
at or about 1:30 p.m. India Standard
time on the first (1st) Business
Day following the relevant INR Valuation
Date from the Reference Dealers.
If five or four quotations are provided
as requested, the INR Rate will
be the arithmetic mean (rounded
to the nearest three decimal places
with 0.0005 being rounded upwards)
of the remaining three or two such
quotations, as the case may be,
for such rate provided by the Reference
Dealers, after disregarding the
highest such quotation and the lowest
such quotation (provided that, if
two or more such quotations are
the highest such quotations, then
only one of such quotations shall
be disregarded, and if two or more
such quotations are the lowest quotations,
then only one of such lowest quotations
will be disregarded).
If only three or two such quotations
are provided as requested, the INR
Rate shall be determined as described
above except that the highest and
lowest quotations will not be disregarded.
If none or only one of the Reference
Dealers provides such quotation,
the INR Rate will be determined
by the Calculation Agent in its
sole discretion, acting in good
faith and in a commercially reasonable
manner.
"INR Valuation Date" means the day
that is five (5) Relevant Business
Days prior to the relevant Fixed
Rate Interest Payment Date or the
Maturity Date, as applicable.
"Reference Dealers" means five banks
active in the INR/JPY currency and
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foreign exchange market, as applicable,
as selected by the Calculation Agent
in its sole discretion, acting in
good faith and in a commercially
reasonable manner.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: Tokyo, London, New York and Mumbai
15. Relevant Business Days: Tokyo, London, New York and Mumbai
16. Redemption Amount (Condition INR 100,000 per Authorized Denomination,
6(a)): payable in JPY and determined as
follows on the INR Valuation Date
immediately prior to the Maturity
Date:
INR 100,000 multiplied by INR Rate,
provided that, the resultant amount
shall be rounded to the nearest
whole JPY (with JPY0.5 being rounded
upwards).
17. Issuer's Optional Redemption No
(Condition 6(e)):
18. Redemption at the Option No
of the Noteholders (Condition
6(f)):
19. Early Redemption Amount In the event of any Notes becoming
(including accrued interest, due and payable prior to the Maturity
if applicable) (Condition Date in accordance with Condition
9): 9, the Early Redemption Amount of
each such Note shall 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 the purpose
of determining the JPY amount, the
INR Valuation Date shall mean the
day that is five (5) Relevant Business
Days prior to the day on which the
Early Redemption Amount shall be
due and payable as provided in Condition
9.
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 transactions 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 of 2000 with respect
to anything done by it in relation
to the 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
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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 Euroclear Bank S.A./N.V. and/or
Approved by the Bank and Clearstream Banking, Luxembourg
the
Global Agent and Clearance
and
Settlement Procedures:
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 Expenses None. The Dealer has agreed to pay
for all material expenses related
to the issuance of the Notes.
6. Codes:
(a) Common Code: 129357223
(b) ISIN: XS1293572233
7. Identity of Dealer: J.P. Morgan Securities plc
8. Identity of Calculation JPMorgan Chase Bank, N.A.
Agent: 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 commercially
reasonable manner in accordance
with the calculation agent agreement
between the Bank and the Calculation
Agent.
9. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than 40 (forty) 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 No
Registered Notes:
(e) Registered Global notes: No
10. Additional Risk Factors: As set forth in the Additional Investment
Considerations
General Information
Additional Information regarding the Notes
1. The EU has adopted Council Directive 2003/48/EC on the
taxation of savings income (the "Savings Directive"). The Savings
Directive requires EU Member States to provide to the tax
authorities of other EU Member States details of payments of
interest and other similar income paid by a person established
within its jurisdiction to (or secured by such a person for the
benefit of) an individual resident, or to (or secured for) certain
other types of entity established, in that other EU Member State,
except that Austria will instead impose a withholding system for a
transitional period (subject to a procedure whereby, on meeting
certain conditions, the beneficial owner of the interest or other
income may request that no tax be withheld) unless during such
period it elects otherwise.
A number of non-EU countries and territories, including
Switzerland, have adopted similar measures.
The Bank undertakes that it will ensure that it maintains a
paying agent in a country which is an EU Member State that will not
be obliged to withhold or deduct tax pursuant to the Savings
Directive.
The Council of the European Union has adopted a Directive (the
"Amending Savings Directive") which would, when implemented, amend
and broaden the scope of the requirements of the Savings Directive
described above, including by expanding the range of payments
covered by the Savings Directive, in particular to include
additional types of income payable on securities, and by expanding
the circumstances in which payments must be reported or paid
subject to withholding. The Amending Savings Directive requires EU
Member States to adopt national legislation necessary to comply
with it by 1 January 2016, which legislation must apply from 1
January 2017.
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