TIDM42BI
RNS Number : 4223C
Inter-American Development Bank
28 September 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 675
US$ 100,000,000 Callable Step-Rate Notes due September 26,
2048
Issue Price: 100.00 percent
Application has been made for the Notes to be admitted to the
Panama Stock Exchange
Citigroup
The date of this Pricing Supplement is September 21, 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.
MiFID II product governance / professional investors and ECPs
target market - See "General Information-Additional Information
Regarding the Notes-Matters relating to MiFID II" below.
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.: 675
2. Aggregate Principal Amount: US$ 100,000,000
3. Issue Price: US$ 100,000,000, which is 100.00
percent of the Aggregate Principal
Amount.
4. Issue Date: September 26, 2018
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 8(c) of "Other Relevant
Terms" below.
6. Authorized Denomination(s)
(Condition 1(b)): US$ 200,000
7. Specified Currency
(Condition 1(d)): United States Dollars ("US$") being
the lawful currency of the United
States of America
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): US$
9. Specified Interest Payment
Currency US$
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed September 26, 2048
Interest Rate):
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (September 26, 2018)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: From and including the Issue Date
to but excluding September 26, 2024:
3.25 percent per annum
From and including September 26,
2024 to but excluding September
26, 2030: 3.50 percent per annum
From and including September 26,
2030 to but excluding September
26, 2036: 3.75 percent per annum
From and including September 26,
2036 to but excluding September
26, 2042: 4.00 percent per annum
From and including September 26,
2042 to but excluding September
26, 2048: 4.25 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Semi-Annually in arrears on March
26 and September 26 in each year,
commencing on March 26, 2019 and
ending on the Maturity Date.
Each Interest Payment Date is subject
to adjustment in accordance with
the Following Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: New York
15. Relevant Business Day: New York, London and Panama City
16. 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
Date
(b) Amount: 100.00 percent per Authorized Denomination
(c) Date(s): Each Interest Payment Date scheduled
to fall on March 26 and September
26 in each year, commencing on September
26, 2021 to and including March
26, 2048
(d) Early Redemption Amount
Bank: 100.00 percent of the Aggregate
Principal Amount
17. Redemption at the Option
of the Noteholders (Condition No
6(f)):
18. Governing Law: New York
19. 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 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) Panama: The notes have not been and will
not be registered with the Superintendence
of Capital Markets in reliance on
the exemption from registration
set forth in Article 129(1)(b) of
Decree Law 1 of July 8, 1999, as
amended to date.
(d) 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.
20. 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")."
21. 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: Panama Stock Exchange
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance
and Euroclear Bank SA/NV and Clearstream,
Settlement Procedures: Luxembourg
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions are
payable in respect of the Notes.
5. Estimated Total Expenses: None. The Dealer has agreed to pay
for certain expenses related to
the issuance of the Notes.
6. Codes:
(a) ISIN: US45818WBZ86
(b) CUSIP: 45818WBZ8
7. Identity of Dealer: Citigroup Global Markets Inc.
8. Provisions for Registered
Notes:
(a) Individual Definitive
Registered Notes Available No
on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global Yes, issued in accordance with the
Notes: Global Agency Agreement, dated January
8, 2001, as amended, among the Bank,
Citibank, N.A. as Global Agent,
and the other parties thereto.
General Information
Additional Information Regarding the Notes
1. Matters relating to MiFID II:
The Bank does not fall under the scope of application of the
MiFID II regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of MiFID II.
MIFID II product governance / professional investors and ECPs
target market - Solely for the purposes of the 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, professional clients and
retail 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 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
manufacturer's target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, the expression MiFID II
means Directive 2014/65/EU, as amended.
2. Credit Rating of the Notes:
The Notes will be rated Investment Grade by a credit rating
agency authorized by the Superintendencia del Mercado de Valores de
Panamá.
3. United States Federal Income Tax Matters:
The following supplements the discussion under the "Tax Matters"
section of the Prospectus regarding the U.S. federal income tax
treatment of the Notes, and is subject to the limitations and
exceptions set forth therein. Any tax disclosure in the Prospectus
or this pricing supplement is of a general nature only, is not
exhaustive of all possible tax considerations and is not intended
to be, and should not be construed to be, legal, business or tax
advice to any particular prospective investor. Each prospective
investor should consult its own tax advisor as to the particular
tax consequences to it of the acquisition, ownership, and
disposition of the Notes, including the effects of applicable U.S.
federal, state, and local tax laws and non-U.S. tax laws and
possible changes in tax laws.
The Notes should not be treated as issued with original issue
discount ("OID") despite the fact that the interest rate on the
Notes is scheduled to step-up over the term of the Notes because
Treasury regulations generally deem an issuer to exercise a call
option in a manner that minimizes the yield on the debt instrument
for purposes of determining whether a debt instrument is issued
with OID. The yield on the Notes would be minimized if the Bank
calls the Notes immediately before the increase in the interest
rate on September 26, 2024, and therefore the Notes should be
treated for OID purposes as fixed-rate notes that will mature prior
to the step-up in interest rate for the Notes. This assumption is
made solely for U.S. federal income tax purposes of determining
whether the Notes are issued with OID and is not an indication of
the Bank's intention to call or not to call the Notes at any time.
If the Bank does not call the Notes prior to the first increase in
the interest rate then, solely for OID purposes, the Notes will be
deemed to be reissued at their adjusted issue price at such time.
This deemed issuance should not give rise to taxable gain or loss
to United States holders. The same analysis would apply to each
subsequent increase in the interest rate and therefore the Notes
should
never be treated as issued with OID for U.S. federal income tax
purposes. Under this approach the coupon on a Note will generally
be taxable to a United States holder as ordinary interest income at
the time it accrues or is received in accordance with the United
States holder's normal method of accounting for tax purposes
(regardless of whether the Bank calls the Notes).
Due to a change in law since the date of the Prospectus, the
second paragraph of "-Payments of Interest" under the "United
States Holders" section should be updated to read as follows:
"Interest paid by the Bank on the Notes constitutes income from
sources outside the United States and will generally be "passive"
income for purposes of computing the foreign tax credit."
Information with Respect to Foreign Financial Assets. Owners of
"specified foreign financial assets" with an aggregate value in
excess of U.S.$50,000 (and in some circumstances, a higher
threshold) may be required to file an information report with
respect to such assets with their tax returns. "Specified foreign
financial assets" may include financial accounts maintained by
foreign financial institutions, as well as the following, but only
if they are held for investment and not held in accounts maintained
by financial institutions: (i) stocks and securities issued by
non-United States persons, (ii) financial instruments and contracts
that have non-United States issuers or counterparties, and (iii)
interests in foreign entities. Holders are urged to consult their
tax advisors regarding the application of this reporting
requirement to their ownership of the Notes.
Medicare Tax. A United States holder that is an individual or
estate, or a trust that does not fall into a special class of
trusts that is exempt from such tax, is subject to a 3.8% tax (the
"Medicare tax") on the lesser of (1) the United States holder's
"net investment income" (or "undistributed net investment income"
in the case of an estate or trust) for the relevant taxable year
and (2) the excess of the United States holder's modified adjusted
gross income for the taxable year over a certain threshold (which
in the case of individuals is between U.S.$125,000 and
U.S.$250,000, depending on the individual's circumstances). A
holder's net investment income will generally include its interest
income and its net gains from the disposition of Notes, unless such
interest income or net gains are derived in the ordinary course of
the conduct of a trade or business (other than a trade or business
that consists of certain passive or trading activities). United
States holders that are individuals, estates or trusts are urged to
consult their tax advisors regarding the applicability of the
Medicare tax to their income and gains in respect of their
investment in the Notes.
INTER-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
IODUWSNRWRAKUAR
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