TIDM42BI
RNS Number : 4269O
Inter-American Development Bank
29 May 2020
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 749
AUD 350,000,000 1.30 percent Notes due May 29, 2030 (the
"Notes")
Issue Price: 100.00 percent
No application has been made to list the Notes on any stock
exchange.
Wells Fargo Securities
The date of this Pricing Supplement is May 21, 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 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.: 749
2. Aggregate Principal Amount: AUD 350,000,000
3. Issue Price: AUD 350,000,000 , which is 100.00
percent of the Aggregate Principal
Amount.
4. Issue Date: May 29, 2020
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)): AUD 1,000,000 and integral multiples
thereof
7. Specified Currency
(Condition 1(d)): Australian Dollars (AUD) being
the lawful currency of the Commonwealth
of Australia.
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): AUD
9. Specified Interest Payment
Currency AUD
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed May 29, 2030
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)): Issue Date (May 29, 2020)
13. Fixed Interest Rate (Condition Condition 5(I), as amended and
5(I)): supplemented below, shall apply
to the Notes. The bases of the
Calculation of the Interest Amount,
Interest Payment Dates and default
interest are as set out below.
(a) Interest Rate: 1.30 percent per annum
(b) Business Day Convention: Modified Following Business Day
Convention
(c) Fixed Rate Interest Semi-annually on each May 29 and
Payment Date(s): November 29, commencing on November
29, 2020 and ending on, and including,
the Maturity Date.
Each 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.
(d) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: New York, London and Sydney
15. Relevant Business Days: New York, London and Sydney
16. Issuer's Optional Redemption
(Condition 6(e)): No
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 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) Commonwealth of Australia
The Dealer is neither a bank nor
an authorized deposit-taking institution
which is authorized under the Banking
Act 1959 of Australia. The Dealer
is engaged in connection with the
issuance of the Notes solely for
the purposes of transactions outside
Australia and with persons who
are not resident or located in
Australia. The Dealer represents
and agrees that it:
* has not (directly or indirectly) offered or invited
applications, and will not offer or invite
applications, for the issue, sale or
purchase of the Notes in Australia
(including an offer or invitation
which is received by a person in
Australia); and
* has not distributed or published, and will not
distribute or publish, the Prospectus or any other
offering material or advertisement (including any
Pricing Supplement) relating to the Notes in
Australia.
The Dealer has not provided, and
will not provide, any financial
services (as defined in the Corporations
Act 2001 of Australia ("Corporations
Act")) in, or into, Australia in
connection with the issuance of
the Notes and it has not engaged,
and will not engage, in any conduct
intended to induce persons who
are resident or located in Australia
to use the financial services the
Dealer provides.
The Dealer acknowledges in relation
to the Global Debt Program and
the issue of the Notes that the
Prospectus has not been, and will
not be, and no other prospectus
or other disclosure document (as
defined in the Corporations Act)
in relation to the Global Debt
Program or any Notes has been or
will be, lodged with the Australian
Securities and Investments Commission
or any other Australian governmental
agency .
(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.
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 Euroclear Bank SA/NV and Clearstream
Global Agent and Clearance Banking, S.A.
and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions are
payable in respect of the Notes.
An affiliate of the Dealer 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: 217807352
(b) ISIN: XS2178073529
7. Identity of Dealer: Wells Fargo Securities, LLC
8. Provisions for Registered
Notes:
(a) Individual Definitive No
Registered Notes Available
on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global Yes, issued in accordance with
Notes: the 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 / 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. 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)."
3. U nited States Federal Income Tax Matters
The following supplements the discussion under the "Tax Matters"
section of the Prospectus regarding the United States 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
United States federal, state, and local tax laws and non-United
States tax laws and possible changes in tax laws.
A United States holder will generally be taxed on interest on
the Notes as ordinary income at the time such holder receives the
interest or when it accrues, depending on the holder's method of
accounting for tax purposes.
Because the Notes are denominated in AUD, a United States holder
of the Notes will generally be subject to special United States
federal income tax rules governing foreign currency transactions,
as described in the Prospectus in the last four paragraphs of
"-Payments of Interest", in "-Purchase, Sale and Retirement of the
Notes" and in "-Exchange of Amounts in Other Than U.S. Dollars"
under the "United States Holders" section.
Upon a sale or retirement of the Notes, a United States holder
will generally recognize gain or loss equal to the difference, if
any, between (i) the U.S. dollar value of the amount realized on
the sale or retirement (other than amounts
attributable to accrued but unpaid interest, which would be
treated as the receipt of interest) and (ii) the United States
holder's adjusted tax basis in the Notes. A United States holder's
adjusted tax basis in the Notes generally will equal the U.S.
dollar value of the cost of the Notes to the United States holder.
Such gain or loss will be capital gain or loss except to the extent
attributable to changes in exchange rates. Capital gain of
individual taxpayers from the sale or retirement of the Notes held
for more than one year may be eligible for reduced rates of
taxation. The deductibility of a capital loss is subject to
significant limitations.
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."
Treasury Regulations Requiring Disclosure of Reportable
Transactions. Treasury regulations require United States taxpayers
to report certain transactions that give rise to a loss in excess
of certain thresholds (a "Reportable Transaction"). Under these
regulations, because the Notes are denominated in a foreign
currency, a United States holder (or a non-United States holder
that holds the Notes in connection with a U.S. trade or business)
that recognizes a loss with respect to the Notes that is
characterized as an ordinary loss due to changes in currency
exchange rates (under any of the rules discussed above or under the
"Tax Matters" section of the Prospectus) would be required to
report the loss on IRS Form 8886 (Reportable Transaction Statement)
if the loss exceeds the thresholds set forth in the regulations.
For individuals and trusts, this loss threshold is U.S.$50,000 in
any single taxable year. For other types of taxpayers and other
types of losses, the thresholds are higher. Holders should consult
with their tax advisors regarding any tax filing and reporting
obligations that may apply in connection with acquiring, owning and
disposing of Notes.
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 generally includes its interest
income, foreign currency gain and its capital gains from the
disposition of Notes, unless such interest income or 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
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
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