TIDM42BI
RNS Number : 1445J
Inter-American Development Bank
19 August 2021
Series No.: 020
Tranche No.: H
Date: 12 August 2021
INTER-AMERICAN DEVELOPMENT BANK
Australian Dollar Medium Term Note Program
issue of
A$20,000,000 3.29% Medium Term Notes due 28 June 2032
("MTNs")
(to be consolidated and form a single series with the Issuer's
existing A$55,000,000 3.29% Medium Term Notes due 28 June 2032,
issued on 28 June 2017, A$30,000,000 3.29% Medium Term Notes due 28
June 2032, issued on 24 January 2018, A$25,000,000 3.29% Medium
Term Notes due 28 June 2032, issued on 4 September 2019,
A$75,000,000 3.29% Medium Term Notes due 28 June 2032, issued on 23
October 2020, A$25,000,000 3.29% Medium Term Notes due 28 June
2032, issued on 5 November 2020, A$40,000,000 3.29% Medium Term
Notes due 28 June 2032, issued on 10 March 2021 and A$30,000,000
3.29% Medium Term Notes due 28 June 2032, issued on 28 May
2021)
The Program has been rated AAA by Standard & Poor's
and Aaa by Moody's Investors Service, Inc.
Each offer to purchase or invitation to buy MTNs must (a)
constitute an offer or invitation which does not require disclosure
to investors under Parts 6D.2 or 7.9 of the Corporations Act 2001
of Australia such that the amount payable by each person who
subscribes for MTNs must be at least A$500,000 (disregarding moneys
lent by the offeror or its associates), and (b) must comply with
Banking exemption No. 1 dated 21 March 2018 promulgated by the
Australian Prudential Regulation Authority as if it applied to the
Issuer, mutatis mutandis. The sale of the MTNs is also subject to
other selling restrictions as set out in the Information Memorandum
dated 18 December 2009 and this Pricing Supplement.
The Issuer is not a bank which is authorised under the Banking
Act 1959 of Australia. The MTNs are not the obligations of any
government and, in particular, are not guaranteed by the
Commonwealth of Australia.
This Pricing Supplement (as referred to in the Information
Memorandum dated 18 December 2009 ("Information Memorandum") and
Deed Poll dated 16 July 1999, as amended and restated on 18
December 2009, together the "Deed Poll" in relation to the above
Program) relates to the Tranche of MTNs referred to above.
The Terms and Conditions of the MTNs are as set out on pages 12
to 28 of the Information Memorandum, as supplemented and amended by
this Pricing Supplement. The MTNs are constituted by the Deed Poll.
Terms used but not defined in this Pricing Supplement have the
meanings given to them in the Information Memorandum.
The most recent Information Statement incorporated by reference
in the Information Memorandum is dated 26 February 2021.
The particulars to be specified in relation to such Tranche are
as follows:
1 Description of MTNs: Fixed Rate MTNs
2 Issuer: Inter-American Development
Bank
3 Registrar: Reserve Bank of Australia
4 Type of Issue: Underwritten
5 Dealer: The Toronto-Dominion Bank
6 Currency:
- of Denomination Australian dollars
- of Payment Australian dollars
7 Aggregate principal amount A$20,000,000
of Tranche:
8 If interchangeable with existing Yes. To be consolidated and
Series: form a single Series with the
Issuer's existing A$55,000,000
3.29% Medium Term Notes due
28 June 2032, issued on 28
June 2017, A$30,000,000 3.29%
Medium Term Notes due 28 June
2032, issued on 24 January
2018, A$25,000,000 3.29% Medium
Term Notes due 28 June 2032,
issued on 4 September 2019,
A$75,000,000 3.29% Medium Term
Notes due 28 June 2032, issued
on 23 October 2020, A$25,000,000
3.29% Medium Term Notes due
28 June 2032, issued on 5 November
2020, A$40,000,000 3.29% Medium
Term Notes due 28 June 2032,
issued on 10 March 2021 and
A$30,000,000 3.29% Medium Term
Notes due 28 June 2032, issued
on 28 May 2021.
9 Issue Date: 16 August 2021
10 Issue Price: 117.256% of the Aggregate principal
amount of the Tranche (plus
accrued interest of 49 days
of A$88,000 for the period
from and including 28 June
2021 to but excluding 16 August
2021)
11 Denomination: A$1,000, subject to the requirement
that the amount payable by
each person who subscribes
for MTNs when issued in or
transferred within Australia
must be at least A$500,000.
In addition, the issue and
the transfer of MTNs in Australia
must comply with Banking exemption
No. 1 of 2018 dated 21 March
2018 promulgated by the Australian
Prudential Regulation Authority
as if it applied to the Issuer
mutatis mutandis (and which
requires all offers of any
parcels of MTNs to be for an
aggregate principal amount
of at least A$500,000).
12 Definition of Business Day: A day (other than a Saturday
or Sunday) on which commercial
banks are open for general
banking business in Sydney.
13 Interest:
(a) If Interest bearing:
(i) Interest Rate: 3.29% per annum paid semi-annually
in arrear.
(ii) Interest Amount: A$16.45 per MTN on each Interest
Payment Date.
(iii) Interest Payment Dates: 28 June and 28 December of
each year, commencing on 28
December 2021 and ending on
the Maturity Date
(iv) Interest Period End Dates: Interest Payment Dates
(v) Applicable Business Day Following
Convention:
As above
* for Interest Payment Dates:
Unadjusted
* for Maturity Date:
Unadjusted
* for Interest Period End Dates:
As above
* any other dates:
(vi) Day Count Fraction: RBA Bond Basis, which means
one divided by the number of
Interest Payment Dates in a
year (or in respect of the
calculation of interest for
any period of time where the
Calculation Period does not
constitute an Interest Period,
the actual number of days in
the Calculation Period divided
by 365 (or, if any portion
of the Calculation Period falls
in a leap year, the sum of:
(i) the actual number of days
in that portion of the Calculation
Period falling in a leap year
divided by 366; and
(ii) the actual number of days
in that portion of the Calculation
Period falling in a non-leap
year divided by 365)).
(vii) Interest Commencement 28 June 2021
Date:
(viii) Minimum Interest Rate: Not applicable
(ix) Maximum Interest Rate: Not applicable
(x) Issue Yield: 1.5575% per annum (semi-annual)
(b) If non-interest bearing:
- Amortisation Yield: Not applicable
14 Maturity Date: 28 June 2032
15 Maturity Redemption Amount: Outstanding Principal Amount
16 Early Termination Amount: Outstanding Principal Amount
17 Any Clearing System other Interests in MTNs traded in
than Austraclear: the Austraclear System may
also be traded through Euroclear
and Clearstream, Luxembourg.
See the section of the Information
Memorandum entitled "Clearing
System" on page 10.
18 Additional Tax Consequences See the section of the Information
and Disclosure: Memorandum entitled "Taxation"
on pages 33 to 37, amended
as set out in Schedule A to
the Pricing Supplement.
19 Other Conditions: Not applicable
20 Selling Restrictions: The Selling Restrictions are
amended as set out in Schedule
B to this Pricing Supplement
and, in addition, the MTNs
will not be offered, sold or
distributed, directly or indirectly,
in the United States of America,
its territories or possessions
or to, or for the account or
benefit of, U.S. Persons (as
such term is defined in Rule
902(k) of Regulation S under
the United States Securities
Act of 1933, as amended).
21 Address for Notices (if necessary): Not applicable
22 Listing: Not applicable
23 ISIN: AU3CB0245116
24 Common Code: 163698811
CONFIRMED
Inter-American Development Bank
By: Gustavo Alberto De Rosa
Title: Vice President for Finance and Administration & Chief
Financial Officer and General Manager, Finance Department
Date: 12 August 2021
SCHEDULE A
The section entitled "United States Taxation" set out on pages
33 and 37 of the Information Memorandum is deleted and replaced
with the following:
United States Taxation
United States Internal Revenue Service Circular 230 Notice: To
ensure compliance with Internal Revenue Service Circular 230, you
are hereby notified that (a) any discussion of United States
federal tax issues contained or referred to in this Information
Memorandum or any document referred to herein is not intended or
written to be used, and cannot be used, by you for the purpose of
avoiding penalties that may be imposed on you under the United
States Internal Revenue Code, (b) such discussion is written for
use in connection with the promotion or marketing of the
transactions or matters addressed herein, and (c) you should seek
advice based on your particular circumstances from an independent
tax advisor.
This section describes certain United States federal income tax
consequences of owning the MTNs and certain provisions of the Bank
Agreement concerning the taxation of the MTNs. It applies only to
MTN Holders acquiring MTNs in the offering who hold such MTNs as
capital assets for tax purposes. This section does not apply to an
MTN Holder that is a member of a class of holders subject to
special rules, such as:
-- a dealer in securities or currencies;
-- a trader in securities that elects to use a mark-to-market
method of accounting for its securities holdings;
-- a bank;
-- a life insurance company;
-- a tax--exempt organization;
-- a person that owns MTNs that are a hedge or that are hedged
against interest rate or currency risks;
-- a person that owns MTNs as part of a straddle or conversion transaction for tax purposes;
-- a person that purchases or sells MTNs as part of a wash sale for tax purposes; or
-- a United States MTN Holder, as defined below, whose
functional currency for tax purposes is not the United States
Dollar.
This section is based on the Internal Revenue Code of 1986, as
amended ("Code"), its legislative history, existing and proposed
regulations under the Code, published rulings and court decisions,
all as currently in effect. These laws are subject to change,
possibly on a retroactive basis.
This section applies only to MTNs issued on a fully paid basis,
that bear interest at a fixed rate, that are not issued with
original issue discount, and that do not provide for amortization
payments prior to maturity. Accordingly, this section does not
apply to MTNs that are non-interest bearing, that provide for
floating interest payments, or that are issued on a partly paid
basis. If any MTNs are subject to special rules (for example, the
rules regarding original issue discount or contingent payment debt
instruments), such rules will be discussed in the applicable
Pricing Supplement.
Notwithstanding any of the tax information provided in this
Information Memorandum, which does not purport to be complete, all
persons considering the purchase of the MTNs should consult their
own tax advisor concerning the consequences of owning these MTNs in
their particular circumstances under the Code and the laws of any
other taxing jurisdiction .
1. Tax Status - General
The MTNs and the interest thereon generally will be subject to
taxation.
The Bank Agreement provides that the MTNs and the interest
thereon are not subject to any tax by a member of the Issuer (a)
which tax discriminates against the MTNs solely because they are
issued by the Issuer, or (b) if the sole jurisdictional basis for
the tax is the place or currency in which the MTNs are issued, made
payable or paid, or the location of any office or place of business
maintained by the Issuer. Also, under the Bank Agreement, the
Issuer is not under any obligation to withhold or pay any tax
imposed by any member on the MTNs. Accordingly, payments on the
MTNs will be made to the Registrar without deduction in respect of
any such tax.
The imposition of United States federal income tax in the manner
described herein is not inconsistent with the provisions of the
Bank Agreement.
2. Tax Status - United States
The United States Treasury Department has issued to the Issuer
rulings dated May 4, 1988 and May 5, 1989 ("Rulings") regarding
certain United States tax consequences under the Code of the
receipt of interest on securities issued by the Issuer. The Rulings
provide that interest paid by the Issuer on such securities,
including payments attributable to accrued original issue discount,
constitutes income from sources outside the United States. The
Rulings further determine that neither the Issuer nor an agent
appointed by it as principal for the purpose of paying interest on
securities issued by the Issuer is required to withhold tax on
interest paid by the Issuer.
Under the Rulings, interest paid by the Issuer ordinarily would
not be subject to United States federal income tax, including
withholding tax, if paid to a non-resident alien individual (or
foreign partnership, estate or trust) or to a foreign corporation,
whether or not such person is engaged in trade or business in the
United States. However, absent any special statutory or treaty
exception, such interest would be subject to United States federal
income tax in the following cases: (i) such interest is derived by
such person in the active conduct of a banking, financing or
similar business within the United States and such interest is
attributable to an office or other fixed place of business of such
person within the United States, or (ii) such person is a foreign
corporation taxable as an insurance company carrying on a United
States insurance business and such interest is attributable to its
United States business.
3. United States MTN Holders
This section describes the tax consequences to a United States
MTN Holder. An MTN Holder is a United States MTN Holder if it is a
beneficial owner of an MTN and is:
-- a citizen or resident of the United States;
-- a domestic corporation;
-- an estate whose income is subject to United States federal
income tax regardless of its source; or
-- a trust if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust.
Except for portions that explicitly address foreign persons,
this section does not apply to MTN Holders who are not United
States MTN Holders.
4. Payments of Interest
MTN Holders will be taxed on any interest on their MTNs as
ordinary income at the time such holder receives the interest or
when it accrues, depending on such holder's method of accounting
for tax purposes.
Cash Basis Taxpayers . If an MTN Holder is a taxpayer that uses
the cash receipts and disbursements method of accounting for tax
purposes, such MTN Holder must recognize income equal to the United
States Dollar value of each Australian dollar interest payment
received, based on the exchange rate in effect on the date of
receipt, regardless of whether such MTN Holder actually converts
such payment into United States Dollars.
Accrual Basis Taxpayers . If an MTN Holder is a taxpayer that
uses an accrual method of accounting for tax purposes, such MTN
Holder may determine the amount of income that such holder
recognizes with respect to each Australian dollar interest payment
using one of two methods. Under the first method, such MTN Holder
will determine the amount of income accrued based on the average
exchange rate in effect during the interest accrual period or, with
respect to an accrual period that spans two taxable years, that
part of the period within the taxable year.
If such MTN Holder elects the second method, such MTN Holder
would determine the amount of income accrued on the basis of the
exchange rate in effect on the last day of the accrual period, or,
in the case of an accrual period that spans two taxable years, the
exchange rate in effect on the last day of the part of the period
within the taxable year. Additionally, under this second method, if
such MTN Holder receives a payment of interest within five business
days of the last day of such MTN Holder's accrual period or taxable
year, such MTN Holder may instead translate the interest accrued
into United States Dollars at the exchange rate in effect on the
day that such MTN Holder actually receives the interest payment. If
such MTN Holder elects the second method it will apply to all debt
instruments that such MTN Holder holds at the beginning of the
first taxable year to which the election applies and to all debt
instruments that such MTN Holder subsequently acquires. Such MTN
Holders may not revoke this election without the consent of the
Internal Revenue Service.
When such MTN Holders actually receive an interest payment,
including a payment attributable to accrued but unpaid interest
upon the sale or retirement of their MTNs, for which such MTN
Holder accrued an amount of income, such MTN Holder will recognize
ordinary income or loss measured by the difference, if any, between
the exchange rate that such MTN Holder used to accrue interest
income and the exchange rate in effect on the date of receipt,
regardless of whether such holder actually converts the payment
into United States Dollars.
For foreign tax credit limitation purposes, interest paid by the
Issuer on the MTNs will be income from sources outside the United
States and will, depending on the MTN Holder's circumstances, be
either "passive income" or "general income" for purposes of
computing the foreign tax credit allowable to an MTN Holder.
5. Purchase, Sale and Retirement of the MTNs
An MTN Holder's tax basis in an MTN will generally be the United
States Dollar cost, as defined below, of the MTN. If an MTN Holder
purchases an MTN with Australian dollars, the United States Dollar
cost of the MTN will generally be the United States Dollar value of
the purchase price on the date of purchase. However, if such MTN
Holder is a cash basis taxpayer, or an accrual basis taxpayer if
such MTN Holder so elects, and the MTN is traded on an established
securities market, as defined in the applicable United States
Treasury regulations, the United States Dollar cost of the MTN will
be the United States Dollar value of the purchase price on the
settlement date of the purchase.
An MTN Holder will generally recognize gain or loss on the sale
or retirement of the MTN equal to the difference between the amount
such MTN Holder realizes on the sale or retirement and such MTN
Holder's tax basis in the MTN. If the MTN is sold or retired for an
amount in Australian dollars, the amount realized will be the
United States Dollar value of such amount on:
-- the date of disposition, if the MTNs are not traded on an
established securities market, as defined in the applicable United
States Treasury regulations; or
-- the settlement date for the sale, if the MTNs are traded on
an established securities market, as defined in the applicable
United States Treasury regulations, and the MTN Holder is a cash
basis taxpayer, or an accrual basis taxpayer that so elects.
An MTN Holder will recognize capital gain or loss when such MTN
Holder sells or retires the MTNs, except to the extent:
-- attributable to accrued but unpaid interest; or
-- attributable to changes in exchange rates as described below.
Capital gain of a non-corporate MTN Holder is generally taxed at
preferential rates where the property is held more than one
year.
An MTN Holder must treat any portion of the gain or loss that
such MTN Holder recognizes on the sale or retirement of an MTN as
ordinary income or loss to the extent attributable to changes in
exchange rates. However, such MTN Holder takes exchange gain or
loss into account only to the extent of the total gain or loss
realized on the transaction.
6. Exchange of Amounts in Other Than United States Dollars
If an MTN Holder receives Australian dollars as interest on an
MTN or on the sale or retirement of an MTN, such holder's tax basis
in Australian dollars will equal its United States Dollar value
when the interest is received or at the time of the sale or
retirement. If such MTN Holder purchases Australian dollars, such
MTN Holder generally will have a tax basis equal to the United
States Dollar value of the Australian dollars on the date of the
purchase. If such MTN Holder sells or disposes of Australian
dollars, including if such MTN Holder uses it to purchase MTNs or
exchange it for United States Dollars, any gain or loss recognized
generally will be ordinary income or loss.
7. Medicare Tax
An MTN 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 on the lesser of (1) the
holder's "net investment income" for the relevant taxable year and
(2) the excess of the holder's modified adjusted gross income for
the taxable year over a certain threshold (which in the case of
individuals is between $125,000 and $250,000, depending on the
individual's circumstances). An MTN Holder's net investment income
generally includes its interest income and its net gains from the
disposition of MTNs, unless such interest income or net 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). An MTN Holder that is an
individual, estate or trust is urged to consult a tax advisors
regarding the applicability of the Medicare tax to the holder's
income and gains in respect of the holder's investment in the
MTNs.
8. Treasury Regulations Requiring Disclosure of Reportable Transactions
United States 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, an MTN Holder that recognizes a loss with
respect to the MTNs that is characterized as an ordinary loss due
to changes in currency exchange rates (under any of the rules
discussed above) would be required to report the loss on Internal
Revenue Service Form 8886 (Reportable Transaction Statement) if the
loss exceeds the thresholds set forth in the regulations. For
individuals and trusts, this loss threshold is US$50,000 in any
single taxable year. For other types of taxpayers and other types
of losses, the thresholds are higher. An MTN Holder should consult
with the holder's tax advisor regarding any tax filing and
reporting obligations that may apply in connection with acquiring,
owning and disposing of MTNs.
9. Foreign Account Tax Compliance Withholding
Certain non-U.S. financial institutions must comply with
information reporting requirements or certification requirements in
respect of their direct and indirect United States shareholders
and/or United States accountholders to avoid becoming subject to
withholding on certain payments. Those non-U.S. financial
institutions may accordingly be required to report information to
the Internal Revenue Service regarding the holders of MTNs. MTN
Holders are urged to consult their own tax advisors and any banks
or brokers through which they will hold MTNs as to the consequences
(if any) of these rules to them.
10. Information with Respect to Foreign Financial Assets
Owners of "specified foreign financial assets" with an aggregate
value in excess of US$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. MTN Holders are urged to consult
their tax advisors regarding the application of this reporting
requirement to their ownership of the MTNs.
11. Backup Withholding and Information Reporting
The Issuer is not subject to the information reporting and
backup withholding requirements that are imposed by United States
law with respect to certain payments of interest or principal on
debt obligations. While United States Treasury regulations confirm
that the information reporting and backup withholding requirements
do not apply to the Registrar with respect to the MTNs, the
Registrar may file information returns with the Internal Revenue
Service with respect to payments on MTNs made within the United
States to certain United States persons as if such returns were
required of it. Under the book-entry system as operated by the
Federal Reserve Bank of New York, no such information returns will
be filed by the Registrar with respect to book-entry MTNs.
Brokers, trustees, custodians and other intermediaries within
the United States are subject to the reporting and backup
withholding requirements with respect to certain payments on the
MTNs received by them for the account of certain United States
persons, and foreign persons receiving payments on the MTNs within
the United States may be required by such intermediaries to
establish their status in order to avoid information reporting and
backup withholding of tax by such intermediaries in respect of such
payments. Payment of the proceeds from the sale of an MTN effected
at a foreign office of a broker generally will not be subject to
information reporting or backup withholding. However, a sale
effected at a foreign office of a broker could be subject to
information reporting in the same manner as a sale within the
United States (and in certain cases may be subject to backup
withholding as well) if (i) the broker has certain connections to
the United States, (ii) the proceeds or confirmation are sent to
the United States or (iii) the sale has certain other specified
connections with the United States.
An MTN Holder generally may obtain a refund of any amounts
withheld under the backup withholding rules that exceed the
holder's income tax liability by filing a refund claim with the
IRS.
SCHEDULE B
The European Economic Area selling restriction set out on pages
39 and 40 of the Information Memorandum is deleted and replaced
with the following:
"European Economic Area
In relation to each Member State of the European Economic Area,
each Dealer has represented and agreed, and each further Dealer
appointed under the Program will be required to represent and
agree, that it has not made and will not make an offer of MTNs
which are the subject of the offering contemplated by the
Information Memorandum as completed by the Pricing Supplement in
relation thereto to the public in that Member State, except that it
may, make an offer of such MTNs to the public in that Member
State:
(a) at any time to any legal entity which is a qualified
investor as defined in the Prospectus Regulation;
(b) at any time to fewer than 150 natural or legal persons
(other than qualified investors as defined in the Prospectus
Regulation) subject to obtaining the prior consent of the relevant
Dealer or Dealers nominated by the Issuer for any such offer;
or
(c) at any time in any other circumstances falling within
Article 1(4) of the Prospectus Regulation,
provided that no such offer of MTNs referred to in (a) to (c)
above shall require the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation.
For the purposes of this provision, the expression "an offer of
MTNs to the public" in relation to any MTNs in any Member State
means the communication in any form and by any means of sufficient
information on the terms of the offer and the MTNs to be offered so
as to enable an investor to decide to purchase or subscribe for the
MTNs and the expression "Prospectus Regulation" means Regulation
(EU) 2017/1129."
The United Kingdom selling restriction set out on page 40 of the
Information Memorandum is deleted and replaced with the
following:
"United Kingdom
Each Dealer has represented and agreed, and each further Dealer
appointed under the Program will be required to represent and
agree, that it has not made, and will not make an offer of MTNs
which are the subject of the offering contemplated by the
Information Memorandum as completed by the Pricing Supplement in
relation thereto to the public in the United Kingdom, except that
it may make an offer of such MTNs to the public in the United
Kingdom:
(a) at any time to any legal entity which is a qualified
investor as defined in Article 2 of the UK Prospectus
Regulation;
(b) at any time to fewer than 150 natural or legal persons
(other than qualified investors as defined in Article 2 of the UK
Prospectus Regulation) in the United Kingdom subject to obtaining
the prior consent of the relevant Dealer or Dealers nominated by
the Issuer for any such offer; or
(c) at any time in any other circumstances falling within
Section 86 of the Financial Services and Markets Act 2000
("FSMA"),
provided that no such offer of MTNs referred to in (a) to (c)
above shall require the Issuer or any Dealer to publish a
prospectus pursuant to Section 85 of the FSMA or supplement a
prospectus pursuant to Article 23 of the UK Prospectus
Regulation.
For the purposes of this provision, the expression "an offer of
MTNs to the public" in relation to any MTNs means the communication
in any form and by any means of sufficient information on the terms
of the offer and the MTNs to be offered so as to enable an investor
to decide to purchase or subscribe for the MTNs and the expression
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018.
Other regulatory restrictions
Each Dealer has represented and agreed, and each further Dealer
appointed under the Program will be required to represent and
agree, that:
(a) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue
or sale of any MTNs in circumstances in which Section 21(1) of the
FSMA does not apply to the Issuer; and
(b) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to any MTNs in, from or otherwise involving the United
Kingdom."
The Hong Kong selling restriction set out on page 40 of the
Information Memorandum is deleted and replaced with the
following:
"Hong Kong
Each Dealer acknowledges and agrees that the MTNs have not been
authorised by the Hong Kong Securities and Futures Commission. Each
Dealer has represented and agreed, and each further Dealer under
the Program will be required to represent and agree, that:
(a) it has not offered or sold and will not offer or sell in
Hong Kong, by means of any document, any MTNs (except for MTNs
which are a "structured product" as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong ("Securities and Futures
Ordinance")) other than (a) to "professional investors" as defined
in the Securities and Futures Ordinance and any rules made under
that Ordinance; or (b) in other circumstances which do not result
in the document being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong or which do not constitute an offer to the public within
the meaning of that Ordinance; and
(b) it has not issued or had in its possession for the purposes
of issue, and will not issue or have in its possession for the
purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the MTNs, which
is directed at, or the contents of which are likely to be accessed
or read by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to
MTNs which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" as defined in
the Securities and Futures Ordinance and any rules made under that
Ordinance."
The Japan selling restriction set out on page 40 of the
Information Memorandum is deleted and replaced with the
following:
"Japan
The MTNs have not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Act No. 25 of
1948, as amended) ("Financial Instruments and Exchange Act") and,
accordingly, each Dealer has represented and agreed, and each
further Dealer appointed under the Program will be required to
represent and agree, that , unless an applicable Pricing Supplement
(or another supplement to the Information Memorandum) otherwise
provides, it has not offered or sold nor will it offer or sell any
MTNs directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan (as defined under Item 5, Paragraph 1,
Article 6 of the Foreign Exchange and Foreign Trade Act (Act No.
228 of 1949, as amended)) or to others for re-offering or resale,
directly or indirectly, in Japan or for the benefit of a resident
in Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Financial
Instruments and Exchange Act and any other applicable laws,
regulations and ministerial guidelines of Japan."
The New Zealand selling restriction set out on page 41 of the
Information Memorandum is deleted and replaced with the
following:
"New Zealand
Each Dealer has represented and agreed that:
(a) it has not offered or sold, and will not offer or sell,
directly or indirectly, any MTNs; and
(b) it has not distributed and will not distribute, directly or
indirectly, any offering materials or advertisement in relation to
any offer of MTNs,
in each case in New Zealand other than:
(i) to persons who are "wholesale investors" as that term is
defined in clauses 3(2)(a), (c) and (d) of Schedule 1 to the
Financial Markets Conduct Act 2013 of New Zealand ("FMC Act"),
being a person who is:
(A) an "investment business";
(B) "large"; or
(C) a "government agency",
in each case as defined in Schedule 1 to the FMC Act; or
(ii) in other circumstances where there is no contravention of
the FMC Act, provided that (without limiting paragraph (i) above)
MTNs may not be offered or transferred to any "eligible investors"
(as defined in the FMC Act) or any person that meets the investment
activity criteria specified in clause 38 of Schedule 1 to the FMC
Act."
The Singapore selling restriction set out on pages 41 and 42 of
the Information Memorandum is deleted and replaced with the
following:
"Singapore
Each Dealer has acknowledged, and each further Dealer appointed
under the Program will be required to acknowledge, that the
Information Memorandum has not been registered as a prospectus with
the Monetary Authority of Singapore.
Accordingly, each Dealer has represented, warranted and agreed,
and each further Dealer appointed under the Program will be
required to represent, warrant and agree, that it has not offered
or sold any MTNs or caused the MTNs to be made the subject of an
invitation for subscription or purchase and will not offer or sell
any MTNs or cause the MTNs to be made the subject of an invitation
for subscription or purchase, and has not circulated or
distributed, nor will it circulate or distribute, the Information
Memorandum or any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the
MTNs, whether directly or indirectly to persons in Singapore other
than:
(a) to an institutional investor (as defined in Section 4A of
the Securities and Futures Act (Chapter 289 of Singapore), as
modified or amended from time to time (the "SFA")) pursuant to
Section 274 of the SFA;
(b) to a relevant person (as defined in Section 275(2) of the
SFA) pursuant to Section 275(1) of the SFA, or to any person
pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA; or
(c) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA.
Where the MTNs are subscribed or purchased under Section 275 of
the SFA by a relevant person which is:
(1) a corporation (which is not an accredited investor (as
defined in Section 4A of the SFA)) the sole business of which is to
hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor;
or
(2) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary of
the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term
as defined in Section 2(1) of the SFA) of that corporation or the
beneficiaries' rights and interest (howsoever described) in that
trust shall not be transferred within six months after that
corporation or that trust has acquired the MTNs pursuant to an
offer made under Section 275 of the SFA except:
(i) to an institutional investor or to a relevant person, or to
any person arising from an offer referred to in Section 275(1A) or
Section 276(4)(i)(B) of the SFA;
(ii) where no consideration is, or will be, given for the transfer;
(iii) where the transfer is by operation of law;
(iv) as specified in Section 276(7) of the SFA; or
(v) as specified in Regulation 37A of the Securities and Futures
(Offers of Investments) (Securities and Securities-based
Derivatives Contracts) Regulations 2018.
In the case of the MTNs being offered into Singapore in a
primary or subsequent distribution, and solely for the purposes of
its obligations pursuant to Section 309B of the SFA, the Issuer has
determined, and hereby notifies all relevant persons (as defined in
Section 309A of the SFA) that the MTNs 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)."
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IODUKOORAWUWARR
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