TIDM42BI
RNS Number : 6077U
Inter-American Development Bank
25 November 2019
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 733
BRL 49,900,000 3.52 percent Notes due November 25, 2022 (the
"Notes")
Payable in Japanese Yen
Issue Price: 99.99 percent
No application has been made to list the Notes on any stock
exchange.
Nomura International plc
The date of this Pricing Supplement is November 14, 2019
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
Regulation (EU) 2017/1129). 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.: 733
2. Aggregate Principal Amount: BRL 49,900,000
3. Issue Price: BRL 49,895,010, which is 99.99
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in JPY in the amount of JPY
1,299,765,011 at the agreed
rate of JPY 26.05 per one BRL.
4. Issue Date: November 25, 2019
5. Form of Notes Bearer only.
(Condition 1(a)): 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) BRL 10,000
(Condition 1(b)):
7. Specified Currency Brazilian Real ("BRL") (the
(Condition 1(d)): lawful currency of the Federative
Republic of Brazil); provided
that all payments in respect
of the Notes will be made in
Japanese Yen ("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 November 25, 2022
(Condition 6(a); Fixed The Maturity Date is subject
Interest Rate): to adjustment in accordance
with the Following Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated.
11. Interest Basis Fixed Interest Rate (Condition
(Condition 5): 5(I))
12. Interest Commencement Date Issue Date (November 25, 2019)
(Condition 5(III)):
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.52 percent per annum
(b) Fixed Rate Interest Semi-annually on May 25 and
Payment Date(s): November 25 in each year, commencing
on May 25, 2020 and ending on
the Maturity Date.
Each Fixed Rate 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.
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 Rate Fixing Date
(as defined below) as follows:
BRL 176.00 multiplied by the
Reference Rate
(rounding down, if necessary,
the entire resulting figure
to the nearest lower whole JPY).
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, New York
City, São Paulo and Tokyo.
"Calculation Agent" means Natixis
S.A. 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 a commercially
reasonable manner in accordance
with a calculation agent agreement
between the Bank and the Calculation
Agent.
"EMTA" means EMTA, Inc., the
trade association for the Emerging
Markets, or any successor.
"EMTA BRL Exchange Rate Divergence
Procedures" means the "EMTA
BRL Exchange Rate Divergence
Procedures" published by EMTA
on 22 January, 2018 (as amended
from time to time).
"Exchange Rate Divergence" means,
with respect to the USD/BRL
PTAX Rate, and upon notice to
the EMTA membership, that, in
the reasonable and independent
judgement, as notified to EMTA
in accordance with the EMTA
BRL Exchange Rate Divergence
Procedures, of not less than
7 unaffiliated EMTA members
that are recognized market makers
active in the USD/BRL foreign
exchange market (no less than
4 of which shall be active participants
in the onshore USD/BRL spot
market), the USD/BRL PTAX Rate
(following a split of the exchange
rates in Brazil or otherwise)
no longer reflects the then-prevailing
USD/BRL spot rate for standard-size
wholesale financial transactions
involving the exchange of BRL
for USD delivered outside of
Brazil.
"PTAX Rate" means, with respect
to a Rate Fixing Date, the JPY/BRL
foreign exchange rate, expressed
as the amount of BRL per one
JPY as reported by Banco Central
do Brasil (www.bcb.gov.br; see
"Cotações e boletins"),
or any succeeding rate source,
and as published on Reuters
Screen "BRLJPYPTAX=CBBR" Page
(or such other page or services
as may replace that page to
be used for the purpose of obtaining
the offered rate for the JPY/BRL
exchange rate), provided that
in the event of any inconsistency
between the rate on Banco Central
do Brasil's website and the
rate on Reuters Page, the rate
on Banco Central do Brasil's
website shall prevail.
"Rate Fixing Date" means the
day that is 10 Business Days
prior to the relevant Fixed
Rate Interest Payment Date (including
the Maturity Date), provided
that such day shall not be subject
to adjustment (i) pursuant to
any Business Day Convention
or (ii) even if there is an
Unscheduled Holiday between
the Rate Fixing Date and the
relevant date of payment.
"Reference Rate" means, with
respect to a Rate Fixing Date,
the reciprocal number of the
ask side of the PTAX Rate at
approximately 1:15 p.m. São
Paulo time, expressed as the
amount of JPY per one BRL (rounded
to the nearest two decimal places
with 0.005 being rounded upwards)
on such Rate Fixing Date.
If, for the relevant Rate Fixing
Date, an Exchange Rate Divergence
has occurred, the Reference
Rate will be determined by the
Calculation Agent on such Rate
Fixing Date in the following
manner, acting in good faith
and in a commercially reasonable
manner, having taken into account
relevant market practice:
Dividing the USD/JPY Bid Rate
by the USD/BRL Reference Rate
(rounded to the nearest two
decimal places with 0.005 being
rounded upwards);
If, for the relevant Rate Fixing
Date, an Exchange Rate Divergence
has not occurred and the PTAX
Rate is not available, the Reference
Rate will be determined by the
Calculation Agent on such Rate
Fixing Date in the following
manner, acting in good faith
and in a commercially reasonable
manner, having taken into account
relevant market practice:
Dividing the USD/JPY Bid Rate
by the USD/BRL PTAX Rate (rounded
to the nearest two decimal places
with 0.005 being rounded upwards).
If in this instance, the USD/BRL
PTAX Rate is also unavailable
then it shall be replaced by
the USD/BRL Reference Rate.
"São Paulo Business Day"
means a day (other than a Saturday
or a Sunday) on which commercial
banks and foreign exchange markets
settle payments in São
Paulo.
"Unscheduled Holiday" means
a day that is not a São
Paulo Business Day and the market
was not aware of such fact (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 São Paulo,
two São Paulo Business
Days prior to the relevant Rate
Fixing Date.
"USD" means the lawful currency
of the United States of America.
"USD/BRL PTAX Rate" means the
spot rate which is the USD/BRL
offered rate, expressed as the
amount of BRL per one USD, as
reported by Banco Central do
Brasil (www.bcb.gov.br; see
"Cotações e boletins"),
or any succeeding rate source
on the relevant Rate Fixing
Date and as published on Reuters
Screen "BRFR" Page (or such
other page or services as may
replace that page to be used
for the purpose of obtaining
the offered rate for the USD/BRL
exchange rate), provided that
in the event of any inconsistency
between the rate on Banco Central
do Brasil's website and the
rate on Reuters Page, the rate
on Banco Central do Brasil's
website shall prevail.
"USD/BRL Reference Rate" means
the spot rate which is the USD/BRL
offered rate, expressed as the
amount of BRL per one USD, determined
by the Calculation
Agent for the relevant Rate
Fixing Date by requesting five
leading reference banks (selected
by the Calculation Agent at
its sole discretion) in the
U.S. interbank market for their
ask market quotations of the
USD/BRL spot exchange rate at
approximately 4:00 p.m. New
York 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 the USD/BRL Reference Rate,
provided that, if two or more
such quotations are the highest
quotations, then only one of
such highest quotations shall
be disregarded, and if two or
more such quotations are the
lowest quotations then only
one of such lowest quotations
shall be disregarded; provided
that:
(a) if only four quotations
are so provided, then the USD/BRL
Reference Rate shall be the
arithmetic mean of such quotations
without regard to the highest
and lowest values quoted, provided
that, if two or more such quotations
are the highest quotations,
then only one of such highest
quotations shall be disregarded,
and if two or more such quotations
are the lowest quotations then
only one of such lowest quotations
shall be disregarded;
(b) if fewer than four quotations
but at least two quotations
can be obtained, then the USD/BRL
Reference Rate shall be the
arithmetic mean of the quotations
actually obtained by the Calculation
Agent;
(c) if only one quotation is
available, in that event, the
Calculation Agent may determine
that such quotation shall be
the USD/BRL Reference Rate;
and
(d) 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, the USD/BRL
Reference Rate shall be determined
by the Calculation Agent in
good faith and in a commercially
reasonable manner.
Provided further that, if the
Rate Fixing Date falls on an
Unscheduled Holiday, the USD/BRL
Reference Rate 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.
"USD/JPY Bid Rate" means the
USD/JPY exchange rate, expressed
as the amount of JPY per one
USD as of 4:00 p.m. New York
time on the relevant Rate Fixing
Date, which appears under the
"Bid" column on Bloomberg Screen
"BFIX (USD/JPY Fixings)" Page
(or such other page or services
as may replace that page to
be used for the purpose of obtaining
the bid rate for the USD/JPY
exchange rate).
If the USD/JPY Bid Rate 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 U.S.
interbank market for their bid
market quotations of the USD/JPY
spot exchange rate at approximately
4:00 p.m. New York 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 the USD/JPY Bid Rate, provided
that, if two or more such quotations
are the highest quotations,
then only one of such highest
quotations shall be disregarded,
and if two or more such quotations
are the lowest quotations then
only one of such lowest quotations
shall be disregarded; provided
that:
(a) if only four quotations
are so provided, then the USD/JPY
Bid Rate shall be the arithmetic
mean of such quotations without
regard to the highest and lowest
values quoted, provided that,
if two or more such quotations
are the highest quotations,
then only one of such highest
quotations shall be disregarded,
and if two or more such quotations
are the lowest quotations then
only one of such lowest quotations
shall be disregarded;
(b) if fewer than four quotations
but at least two quotations
can be obtained, then the USD/JPY
Bid Rate shall be the arithmetic
mean of the quotations actually
obtained by the Calculation
Agent;
(c) if only one quotation is
available, in that event, the
Calculation Agent may determine
that such quotation shall be
the USD/JPY Bid Rate; and
(d) 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, the USD/JPY
Bid Rate shall be determined
by the Calculation Agent in
good faith and in a commercially
reasonable manner.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: London, New York, São Paulo
and Tokyo
15. Relevant Business Days: London, New York, São Paulo
and Tokyo
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:
BRL 10,000 multiplied by the
Reference Rate
(rounding down, if necessary,
the entire resulting figure
to the nearest lower whole JPY).
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 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
"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 purposes
of such determination, the "Rate
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) Federative Republic of Brazil:
The Dealer has represented and
agreed that it has not offered
or sold and will not offer or
sell any Notes in Brazil. The
Notes have not been and will
not be registered with the Brazilian
Securities and Exchange Commission
(Commissão de Valores Mobililiarios,
the "CVM").
(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.
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 Euroclear Bank SA/NV and/or
Approved by the Bank and Clearstream Banking S.A.
the
Global Agent and Clearance
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: 206552972
(b) ISIN: XS2065529724
7. Identity of Dealer: Nomura International plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than January 6,
2020, which is the date that
is 42 (forty-two) 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
General Information
Additional Information regarding the Notes
1. The language set out under the heading "Use of Proceeds" in
the Prospectus shall be deleted in its entirety and replaced by the
following:
"The net proceeds from the sale of the Notes will be included in
the ordinary capital resources of the Bank and, will not be
committed or earmarked for lending to, or financing of, any
specific loans, projects or programs. The Bank, in partnership with
its member countries, works to reduce poverty and inequalities in
Latin America and the Caribbean by promoting economic and social
development in a sustainable, climate friendly way.
The Bank's strategic priorities include social inclusion and
equality, productivity and innovation and economic integration
along with three cross-cutting issues: gender equality and
diversity, climate change and environmental sustainability, and
institutional capacity and the rule of law. Each strategic priority
of the Bank aligns to at least one of the United Nations
Sustainable Development Goals ("SDGs"), with all goals covered
within the Bank's institutional strategy, which may be adapted from
time to time should the United Nations SDGs definition evolve.
All projects undertaken by the Bank go through the Bank's
rigorous sustainability framework. The framework tracks measurable
results, adherence to lending targets and the effectiveness of its
environmental and social safeguards. The Bank's administrative and
operating expenses are currently covered entirely by the Bank's
various sources of revenue, consisting primarily of net interest
margin and investment income (as more fully described in the Bank's
Information Statement)."
2. 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.
3. 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-Brazilian
Real foreign exchange rate may result in a Redemption Amount or the
Early Redemption Amount (if applicable) 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, one of its affiliates or
other parties 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.
INTER-AMERICAN DEVELOPMENT BANK
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
IODUVVWRKKAAUAA
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