TIDM42BI
RNS Number : 9142Y
Inter-American Development Bank
17 May 2021
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 795
EUR 30,000,000 Callable Zero Coupon Notes due May 16, 2061 (the
"Notes")
Issue Price: 100.00 percent
Application has been made for the Notes to be admitted to
the
Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange plc's
UK Regulated Market
J.P. Morgan Securities plc
The date of this Pricing Supplement is May 12, 2021
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 July 28, 2020 (the "Prospectus") (which for
the avoidance of doubt does not constitute a prospectus for the
purposes of Part VI of the United Kingdom ("UK") Financial Services
and Markets Act 2000 or a base prospectus for the purposes of
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation")
or the Prospectus Regulation as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA")). 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.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to UK MiFIR" 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. Together with the applicable Conditions
(as defined above), which are expressly incorporated hereto, these
are the only terms that form part of the form of Notes for such
issue.
1. Series No.: 795
2. Aggregate Principal Amount: EUR 30,000,000
3. Issue Price: EUR 30,000,000, which is 100.00
percent of the Aggregate Principal
Amount
4. Issue Date: May 17, 2021
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 8 of "Other Relevant
Terms" below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): EUR 200,000 and integral multiples
thereof.
8. Specified Currency
(Condition 1(d)): Euro ("EUR")
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): EUR
10. Specified Interest Payment
Currency EUR
(Conditions 1(d) and 7(h)):
11. Maturity Date May 16, 2061
(Condition 6(a); Fixed
Interest Rate and Zero Coupon): The Maturity Date is subject to
the Business Day Convention, but
with no adjustment to the amount
of interest otherwise calculated.
12. Interest Basis
(Condition 5): Zero Coupon (Condition 5(IV))
The Notes constitute "Par Zero
Coupon Notes" under the Conditions.
13. Zero Coupon (Conditions
5(IV) and 6(c)):
(a) Amortization Yield: 1.21 percent per annum
(b) Reference Price: Issue Price
(c) Basis: Compounded quarterly
(d) Fixed Rate Day Count
Fraction(s) if not 30/360
basis: ACT/ACT (ICMA)
14. Relevant Financial Center: London, New York
15. Relevant Business Days: London, New York and TARGET
16. 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
48,641,000.39, being 162.136667958
percent of the Aggregate Principal
Amount, subject to Item 16 (Issuer's
Optional Redemption) below.
17. 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): May 16, 2031
(d) Early Redemption Amount
Bank: 112.841879433% percent of the
Aggregate Principal Amount
18. Redemption at the Option
of the Noteholders (Condition No
6(f)):
19. 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)).
20. Governing Law: New York
Other Relevant Terms
1. Listing: Application has been made for
the Notes to be admitted to the
Official List of the Financial
Conduct Authority and to trading
on the London Stock Exchange plc's
UK Regulated Market .
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance Euroclear Bank SA/NV and/or Clearstream
and Banking, Luxembourg
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: None. 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: The Dealer has agreed to pay for
all material expenses related
to the issuance of the Notes,
except the Issuer will pay for
the London Stock Exchange listing
fees, if applicable .
6. Codes:
(a) ISIN: XS2338066330
(b) CUSIP: 233806633
7. Identity of Dealer: J.P. Morgan Securities plc
8. Provisions for Registered
Notes:
(a) Individual Definitive
Registered Notes Available
on Issue Date: No
(b) DTC Global Note(s): No
(c) Other Registered Global
Notes: Yes, issued in accordance with
the Amended and Restated Global
Agency Agreement, dated as of
July 28, 2020, between the Bank,
Citibank, N.A., London Branch
as Global Agent, and the other
parties thereto.
9. Intended to be held in a
manner which would allow
Eurosystem eligibility: Not Applicable
10. 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. The Dealer acknowledges
that one or more tranches of Notes
of this series may be originally
issued at an issue price that
constitutes original issue discount
(OID) in excess of "de minimis"
OID within the meaning of applicable
United States tax regulations,
and that the Bank does not intend
for any Notes of this series to
be distributed in the United States
or to come into the hands of U.S.
persons. Accordingly, the Dealer
agrees not to offer or sell any
Notes of this series in the United
States or to U.S. persons.
(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 UK.
(c) S ingapore: In the case of the Notes being
offered into Singapore in a primary
or subsequent distribution, and
solely for the purposes of its
obligations pursuant to Section
309B of the Securities and Futures
Act (Chapter 289) of Singapore
(the "SFA"), the Issuer has determined,
and hereby notifies all relevant
persons (as defined in Section
309A of the SFA) that the Notes
are "prescribed capital markets
products" (as defined in the Securities
and Futures (Capital Markets Products)
Regulations 2018 of Singapore)
and Excluded Investment Products
(as defined in MAS Notice SFA
04-N12: Notice on the Sale of
Investment Products and MAS Notice
FAA-N16: Notice on Recommendations
on Investment Products).
(d) General: No action has been or will be
taken by the Issuer 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.
General Information
Additional Information regarding the Notes
1. Use of Proceeds
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, of 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 crosscutting 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 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
Information Statement).
2. Matters relating to UK MiFIR
The Bank does not fall under the scope of application of the UK
MiFIR regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of UK MiFIR
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
UK 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 retail clients, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of UK domestic law by virtue of the EUWA, eligible
counterparties, as defined in COBS, and professional clients, as
defined in UK MiFIR; 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 UK manufacturer's target market assessment;
however, a distributor subject to the UK MiFIR Product Governance
Rules is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining
the UK manufacturer's target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK
manufacturer" means the Dealer, (ii) the expression "COBS" means
the FCA Handbook Conduct of Business Sourcebook, (iii) the
expression "UK MiFIR" means Regulation (EU) No 600/2014 as it forms
part of UK domestic law by virtue of the EUWA and (iv) the
expression "UK MiFIR Product Governance Rules" means the FCA
Handbook Product Intervention and Product Governance
Sourcebook.
INTER-AMERICAN DEVELOPMENT BANK
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END
IODUBSKRARUVAAR
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