TIDM42BI
RNS Number : 2922O
Inter-American Development Bank
28 May 2020
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 752
INR 633,900,000 3.87 percent Notes due May 25, 2023 (the
"Notes")
Payable in Japanese Yen
Issue Price: 99.980 percent
No application has been made to list the Notes on any stock
exchange.
Nomura International plc
The date of this Pricing Supplement is May 19, 2020
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 r egarding 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.: 752
2. Aggregate Principal Amount: INR 633,900,000
3. Issue Price: INR 633,773,220, which is 99.980
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in JPY in the amount of JPY 898,310,162
at the agreed rate of JPY 1.4174
per one INR .
4. Issue Date: May 28, 2020
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) INR 100,000
(Condition 1(b)):
7. Specified Currency Indian Rupee ("INR") provided
(Condition 1(d)): 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 May 25, 2023
(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 (May 28, 2020)
(Condition 5(III)):
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.87 percent per annum
(b) Fixed Rate Interest Semi-annually on May 25 and November
Payment Date(s): 25 in each year, commencing on
November 25, 2020 and ending
on the Maturity Date.
There will be a short first Interest
Period from and including the
Issue Date to but excluding November
25, 2020.
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 the Interest Period from and
including the Interest Commencement
Date to but excluding November
25, 2020, shall be a JPY amount
calculated on the relevant Rate
Fixing Date (as defined below)
as follows:
INR 1,902.75 multiplied by the
Reference Rate
(rounding down , if necessary,
the entire resulting figure to
the nearest lower whole JPY).
The Interest Amount with respect
to each subsequent Interest Period
shall be a JPY amount calculated
on the relevant Rate Fixing Date
(as defined below) as follows:
INR 1,935.00 multiplied by the
Reference Rate
(rounding down , if necessary,
the entire resulting figure to
the nearest lower whole JPY).
If Price Source Disruption Event
occurs, then the Reference Rate
shall be determined in the following
order.
(a) The Reference Rate shall
be calculated by dividing the
USD/JPY_fx by the USD/INR_fx;
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.
(b) If the 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 in its
sole discretion) in the Tokyo
interbank market for their mid
market quotations of the USD/JPY
spot exchange rate at approximately
3:30 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 the USD/JPY_fx , 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 :
i. if only four quotations are
so provided, then the USD/JPY_fx
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;
ii. if fewer than four quotations
but at least two quotations can
be obtained, then the USD/JPY_fx
shall be the arithmetic mean
of the quotations actually obtained
by the Calculation Agent;
iii. if only one quotation is
available, in that event, the
Calculation Agent may determine
that such quotation shall be
the USD/JPY_fx; and
iv. 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_fx shall be determined
by the Calculation Agent acting
in good faith and in a commercially
reasonable manner , having taken
into account relevant market
practice .
(c) If the 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 in 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 the USD/INR_fx , 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 :
i. if only four quotations are
so provided, then the USD/INR_fx
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;
ii. if fewer than four quotations
but at least two quotations can
be obtained, then the USD/INR_fx
shall be the arithmetic mean
of the quotations actually obtained
by the Calculation Agent;
iii. if only one quotation is
available, in that event, the
Calculation Agent may determine
that such quotation shall be
the USD/INR_fx; and
iv. 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/INR_fx shall be determined
by the Calculation Agent acting
in good faith and in a commercially
reasonable manner , having taken
into account relevant market
practice .
(d) Provided further that , if
any 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 , having taken
into account relevant market
practice .
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, Mumbai, New
York and Tokyo.
"Calculation Agent" means The
Toronto-Dominion Bank . 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.
"Mumbai Business Day" means a
day (other than a Saturday or
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 FBIL
Rate is not available on the
relevant Rate Fixing Date.
"Rate Fixing Date" means the
date that is ten ( 10 ) Business
Days prior to the relevant Fixed
Rate Interest Payment Date (including
the Maturity Date), which shall
not be subject to adjustment
by any Business Day Convention
. P rovided that, even 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.
"FBIL Rate" means t he spot JPY/INR
foreign exchange rate (expressed
as the number of INR per 100
JPY) which appears on Refinitiv
Screen <INRREF=FBIL> Page (or
such other page or services as
may replace that page to be used
for the purpose of obtaining
the reference rate). If it becomes
impossible to obtain the reference
rate on the relevant Rate Fixing
Date as mentioned aforesaid,
the Calculation Agent shall be
entitled to obtain such reference
rate reported by Financial Benchmarks
India Private Ltd ("FBIL") or
its successor from any other
screen or services that it deems
appropriate in good faith and
in a commercially reasonable
manner.
"Reference Rate" means the product
of 100 and the reciprocal number
of the FBIL 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.
"Unscheduled Holiday" means a
day that is not a Mumbai 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 Mumbai, two
Mumbai Business Days prior to
the relevant Rate Fixing Date.
"USD/INR_fx" means the spot USD/INR
foreign exchange rate (expressed
as the number of INR per one
USD) which appears on Refinitiv
Screen <INRREF=FBIL> Page (or
such other page or services as
may replace that page to be used
for the purpose of obtaining
the reference rate) on the relevant
Rate Fixing Date. If it becomes
impossible to obtain the reference
rate on the relevant Rate Fixing
Date as mentioned aforesaid,
the Calculation Agent shall be
entitled to obtain such reference
rate reported by FBIL or its
successor from any other screen
or services that it deems appropriate
in good faith and in a commercially
reasonable manner.
"USD/JPY_fx" means the USD/JPY
exchange rate (expressed as the
number of JPY per one USD) which
appears 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 reference rate) under the
"MID" column as of 3:30 p.m.
Tokyo time on the relevant Rate
Fixing Date.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: London, Mumbai, New York and
Tokyo
15. Relevant Business Days: London, Mumbai, New York 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:
INR 100,000 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 in
if applicable) (Condition Condition 9 (Default), the Early
9): 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) 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
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 N otes,
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 Condition 7(a)(i) is hereby
7(a)(i): 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 The following shall apply to
7(h): 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 Clearstream
Approved by the Bank and 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: 215289796
(b) ISIN: XS2152897968
7. Identity of Dealer: Nomura International plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than July 7, 2020,
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
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.
M i FID 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-Indian Rupee
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
IODUWURRRRUVUUR
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