TIDM42BI
RNS Number : 4121Q
Inter-American Development Bank
05 June 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 648
INR 590,000,000 5.01 percent Notes due June 10, 2021 (the
"Notes") Payable in Japanese Yen
Issue Price: 100.00 percent
No application has been made to list the Notes on any stock
exchange.
Tokai Tokyo Securities Europe Limited
The date of this Pricing Supplement is May 30, 2018.
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.: 648
2. Aggregate Principal Amount: INR 590,000,000
3. Issue Price: 100.00 percent 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 945,829,000
at the agreed rate of JPY 1.6031
per one INR.
4. Issue Date: June 4, 2018
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"),
with all Coupons 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)
(Condition 1(b)): INR 100,000
7. Specified Currency
(Condition 1(d)): Indian Rupee ("INR") (the lawful
currency of the Republic of
India); provided that all payments
in respect of the Notes will
be made in 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 June 10, 2021
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)): June 5, 2018
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 5.01 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Semi-annually on June 10 and
December 10 in each year, commencing
on December 10, 2018 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 any Interest Period shall
be a JPY amount calculated on
the relevant Rate Fixing Date
(as defined below) as follows:
With respect to the first Interest
Period, INR 2,574.58 multiplied
by the Reference Rate; and
With respect to each subsequent
Interest Period,
INR 2,505.00 multiplied by the
Reference Rate
(and, in each case, rounding,
if necessary, the entire resulting
figure to the nearest whole
JPY, with JPY 0.5 being rounded
upwards).
Where:
"Reference Rate" means the product
of 100 and the reciprocal number
of the RBIC Rate on each Rate
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.
"RBIC Rate" is 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 Reuters Screen "RBIC" Page,
or such other page or services
that may replace any such page
for the purpose of displaying
the reference JPY/INR exchange
rate, at approximately 1:30
p.m. (India Standard Time),
or as soon thereafter as practicable.
"Rate Fixing Date" means the
date that is 5 Relevant Business
Days prior to the relevant Interest
Payment Date and Maturity Date
or the date upon which the Notes
become due and payable pursuant
to Condition 9 (Default), subject
to no adjustment by any Business
Day Convention. Provided that
if there is an Unscheduled Holiday
between the relevant Rate Fixing
Date and relevant date of payment,
such Rate Fixing Date shall
not be subject to adjustment.
"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
Rate Fixing Date.
"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 Reuters Screen "RBIC"
Page or any successor page on
the relevant Rate Fixing Date.
If Price Source Disruption Event
occurs, then the Reference Rate
shall be determined in the following
order of Fallback Provision.
"Fallback Provision"
(a) The Reference Rate shall
be calculated by dividing the
USD/JPY_fx by the USD/INR_fx
and provided that such number
(expressed as the number of
JPY per one INR) shall be rounded
to four decimal places with
0.00005 being rounded upwards.
USD/JPY_fx:
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 Rate Fixing
Date, which appears under the
heading "DLR/YEN" column on
Reuters Screen "TKFE" Page,
or any successor page as the
case may be.
USD/INR_fx:
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 Rate Fixing
Date.
(b) If USD/JPY_fx is not available
on the relevant Rate 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,
in that event, 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 Rate 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,
in that event, 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.
(d) Provided further that, if
Rate Fixing Date falls on an
Unscheduled Holiday, the USD/INR_fx
will be determined by the Calculation
Agent on such Rate Fixing Date
in its sole discretion, acting
in good faith and in a commercially
reasonable manner.
"Calculation Agent" means JPMorgan
Chase Bank, N.A.. All determinations
of the Calculation Agent shall
(in the absence of manifest
error, willful default or fraud)
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.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: Tokyo
15. Relevant Business Day: New York, Tokyo, London and
Mumbai
16. Redemption Amount (Condition The Redemption Amount with respect
6(a)): to each Authorized Denomination
will be a JPY amount calculated
by the Calculation Agent on
the Rate Fixing Date with respect
to the Maturity Date as follows:
INR 100,000 multiplied by the
Reference Rate
(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 In the event the Notes become
(including accrued interest, due and payable as provided
if applicable) (Condition in Condition 9 (Default), the
9): 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
Term 16 herein ("16. Redemption
Amount (Condition 6(a))") (with
the words "Maturity Date" in
such Term 16 replaced by the
words "day on which the Early
Redemption Amount shall be due
and payable as provided in Condition
9") plus accrued and unpaid
interest, if any, as determined
in accordance with Term 13 herein
("13. Fixed Interest Rate (Condition
5(I))").
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 represents and 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) Republic of India: The Dealer acknowledges 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 acknowledges that
a secondary distribution (Uridashi)
of the Notes is scheduled to
be made in Japan and 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.
22. Amendment to Condition 7(a)(i): Condition 7(a)(i) is hereby
amended by deleting the first
sentence thereof and replacing
it with the following: "Payments
of principal and interest in
respect of Registered Notes
shall be made to the person
shown on the Register at the
close of business on the business
day before the due date for
payment thereof (the "Record
Date")."
23. Amendment to Condition 7(h): The following shall apply to
Notes any payments in respect
of which are payable in a Specified
Currency other than United States
Dollars:
Condition 7(h) is hereby amended
by deleting the words "the noon
buying rate in U.S. dollars
in the City of New York for
cable transfers for such Specified
Currency as published by the
Federal Reserve Bank of New
York on the second Business
Day prior to such payment or,
if such rate is not available
on such second Business Day,
on the basis of the rate most
recently available prior to
such second Business Day" and
replacing them with the words
"a U.S. dollar/Specified Currency
exchange rate determined by
the Calculation Agent as of
the second Business Day prior
to such payment, or, if the
Calculation Agent determines
that no such exchange rate is
available as of such second
Business Day, on the basis of
the exchange rate most recently
available prior to such second
Business Day. In making such
determinations, the Calculation
Agent shall act in good faith
and in a commercially reasonable
manner having taken into account
all available information that
it shall deem relevant".
If applicable and so appointed,
and unless otherwise defined
herein, the "Calculation Agent"
referred to in amended Condition
7(h) shall be the Global Agent
under the Bank's Global Debt
Program - namely, Citibank,
N.A., London Branch, or its
duly authorized successor.
Other Relevant Terms
1. Listing: None
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance Euroclear Bank S.A./N.V. and/or
and Clearstream, Luxembourg
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions
are payable in respect of the
Notes.
The Dealer or one of its affiliates
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: 181871121
(b) ISIN: XS1818711217
7. Identity of Dealer: Tokai Tokyo Securities Europe
Limited
8. Identity of Calculation JPMorgan Chase Bank, N.A.
Agent:
9. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than July 14, 2018,
which is the date that is 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
Registered Notes: No
(e) Registered Global Notes: No
General Information
IDB Statement on Venezuela
On May 14, Venezuela passed the Bank's 180-day limit for payment
arrears for an amount of $88.3 million, placing the country in a
non-accrual status.
Venezuela's total loan arrears, including those that have not
yet reached the 180-day limit, stand at $212.4 million on a total
debt of $2.011 billion. Venezuela's debt to the IDB represents 1.6%
of the Bank's total assets as of March 31, 2018.
Under the IDB's guidelines on arrears, the Bank cannot undertake
any lending activities concerning Venezuela until its arrears are
cleared. As a matter of policy, the Bank does not reschedule its
sovereign-guaranteed loans.
The IDB does not expect Venezuela's non-accrual event to affect
the Bank's 2018 liquidity and capital ratios, which remain strong
and in full compliance with its financial policies. The IDB
anticipates that the event will not affect its 2018 lending
program.
Venezuela, which became a shareholder of the IDB when the
institution was founded in 1959, has reiterated its commitment to
the IDB and its intention to undertake regular payments. The IDB
acknowledges Venezuela's efforts and will continue to work with its
government to resolve the arrears.
Additional Information Regarding the Notes
1. Additional Investment Considerations:
There are significant risks associated with the Notes, including
but not limited to exchange rate risk, price risk and liquidity
risk. Investors should consult their own financial, legal,
accounting and tax advisors about the risks associated with an
investment in these Notes, the appropriate tools to analyze that
investment, and the suitability of the investment in each
investor's particular circumstances.
The methodologies for determining the Japanese Yen-Indian Rupee
foreign exchange rate may result in a Redemption Amount of the
Notes, or an interest payment on the Notes, being significantly
less than anticipated.
The Bank may hedge its obligations under the Notes by entering
into a swap transaction with the Dealer or one of its affiliates as
swap counterparty. Assuming no change in market conditions or any
other relevant factors, the price, if any, at which the Dealer or
another purchaser might be willing to purchase Notes in a secondary
market transaction is expected to be lower, and could be
substantially lower, than the original issue price of the Notes.
This is due to a number of factors, including that (i) the
potential profit to the secondary market purchaser of the Notes may
be incorporated into any offered price and (ii) the cost of funding
used to value the Notes in the secondary market is expected to be
higher than our actual cost of funding incurred in connection with
the issuance of the Notes. In addition, the original issue price of
the Notes included, and secondary market prices are likely to
exclude, the projected profit that our swap counterparty or its
affiliates may realize in connection with this swap. Further, as a
result of dealer discounts, mark-ups or other transaction costs,
any of which may be significant, the original issue price may
differ from values determined by pricing models used by our swap
counterparty or other potential purchasers of the Notes in
secondary market transactions.
The Notes offered by this Pricing Supplement are complex
financial instruments and may not be suitable for certain
investors. Investors intending to purchase the Notes should consult
with their tax and financial advisors to ensure that the intended
purchase meets the investment objective before making such
purchase.
TER-AMERICAN DEVELOPMENT BANK
By:
Name: Gustavo Alberto De Rosa
Title: Chief Financial Officer and
General Manager, Finance Department
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODUVRBRWVANRAR
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June 05, 2018 13:06 ET (17:06 GMT)
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