TIDM42BI
RNS Number : 4230C
Inter-American Development Bank
28 September 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 671
EUR 15,000,000 Callable Zero Coupon Notes due September 28, 2058
(the "Notes")
Issue Price: 100.00 percent
Application has been made for the Notes to be admitted to
the
Official List of the United Kingdom Listing Authority and
to trading on the London Stock Exchange plc's
Regulated Market
J.P. Morgan Securities plc
The date of this Pricing Supplement is September 25, 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 / Retail investors, 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.: 671
2. Aggregate Principal Amount: EUR 15,000,000
3. Issue Price: EUR 15,000,000, which is 100.00
percent of the Aggregate Principal
Amount
4. Issue Date: September 28, 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"), 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)): EUR 100,000
7. Specified Currency
(Condition 1(d)): Euro ("EUR")
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): EUR
9. Specified Interest Payment
Currency EUR
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Zero Coupon): September 28, 2058
The Maturity Date is subject to
adjustment in accordance with the
Following Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
11. Interest Basis
(Condition 5): Zero Coupon (Condition 5(IV))
12. Zero Coupon (Conditions
5(IV) and 6(c)):
(a) Amortization Yield: 2.11 percent per annum
(b) Reference Price: Issue Price
(c) Fixed Rate Day Count
Fraction(s) if not 30/360 30/360, unadjusted
basis:
13. Relevant Financial Center: London, New York
14. Relevant Business Days: London, New York and TARGET
15. Redemption Amount (Condition
6(a)): Unless previously redeemed or purchased
and cancelled as specified in the
Terms and Conditions, the Notes
will be redeemed by the Bank by
payment of the Redemption Amount
on the Maturity Date. The Redemption
Amount will be EUR 34,579,786.44,
being 230.5319096 percent of the
Aggregate Principal Amount, subject
to Item 16 (Issuer's Optional Redemption)
below
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: September 28, 2028
(d) Early Redemption Amount
Bank: 123.2204419 percent of the Aggregate
Principal Amount
17. Redemption at the Option
of the Noteholders (Condition No
6(f)):
18. Early Redemption Amount
(including accrued interest,
if applicable) (Condition In the event of any Note becoming
9): due and payable prior to the Maturity
Date in accordance with Condition
9 (but, for the avoidance of doubt,
not Condition 6(e)), the Early Redemption
Amount will be an amount equal to
the Amortized Face Amount of such
Note (calculated in accordance with
Condition 6(c)), except that:
(i) Condition 6(c)(ii)(B) shall
be deleted and replaced in its entirety
with the following: "(B) the aggregate
amortization of the difference between
the Reference Price and the Redemption
Amount (on the Maturity Date) of
the Note from the Issue Date to
the date on which the Note becomes
due and payable calculated using
a rate per annum (expressed as a
percentage) equal to the Amortization
Yield specified on the Note applied
to the Reference Price in the manner
specified on such Note;" and
(ii) the last sentence of Condition
6(c)(iii) shall be deleted and replaced
in its entirety with the following:
"The calculation of the Amortized
Face Amount in accordance with this
Condition 6(c)(iii) will continue
to be made (before and, to the extent
permitted by applicable law, after
judgment), until the Relevant Date
(as defined in Condition 8) unless
the Relevant Date falls on or after
the Maturity Date, in which case
the amount due and payable shall
be the Redemption Amount of such
Note (on the Maturity Date) together
with any interest which may accrue
in accordance with Condition 5(I)."
19. Governing Law: New York
20. 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) 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.
21. 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").
22. 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: Application has been made for the
Notes to be admitted to the Official
List of the United Kingdom Listing
Authority and to trading on the
London Stock Exchange plc's Regulated
Market.
2. Details of Clearance System
Approved by the Bank and
the Euroclear Bank SA/NV and/or Clearstream
Global Agent and Clearance Banking, Luxembourg
and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions are
payable in respect of the Notes.
Affiliates of the Dealer have 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: 188269273
(b) ISIN: XS1882692731
7. Identity of Dealer: J.P. Morgan Securities plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than October 8, 2018,
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. 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 / Retail investors, 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. There are risks associated with the Notes, including but not
limited to possible 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 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, any projected profit that our swap counterparty or its
affiliates may realize in connection with this swap. Further, as a
result of any 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.
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
IODUWSNRWWAKUAR
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