TIDM42BI
RNS Number : 7598S
Inter-American Development Bank
18 November 2021
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 815
IDR 750,000,000,000 5.100 percent Notes due November 17, 2026
(the "Notes")
payable in United States Dollars
Issue Price: 101.625 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
TD Securities
The date of this Pricing Supplement is as of November 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.: 815
2. Aggregate Principal Amount: IDR 750,000,000,000
3. Issue Price: IDR 762,187,500,000 which amount
represents 101.625 percent of
the Aggregate Principal Amount.
The Issue Price will be payable
in USD in the amount of USD
53,132,624.61 at the agreed
rate of 14,345 IDR per one USD.
4. Issue Date: November 17, 2021
5. Form of Notes
(Condition 1(a)): Registered only, as further
provided in paragraph 9(c) of
"Other Relevant Terms" below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): IDR 10,000,000 and integral
multiples thereof
8. Specified Currency
(Condition 1(d)): The lawful currency of the
Republic of Indonesia ("Indonesian
Rupiah" or "IDR"), provided
that all payments in respect
of the Notes will be made in
United States Dollars ("U.S.$"
or "USD")
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): USD
10. Specified Interest Payment
Currency USD
(Conditions 1(d) and 7(h)):
11. Maturity Date
(Condition 6(a); Fixed November 17, 2026
Interest Rate): The Maturity Date is subject
to the Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
12. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I)), as amended and supplemented
below, shall apply to the Notes.
13. Interest Commencement Date
(Condition 5(III)): Issue Date
14. Fixed Interest Rate (Condition
5(I)):
(a) Calculation Amount (if
different than Principal IDR 10,000,000
Amount of the Note):
(b) Interest Rate: 5.100 percent per annum
(c) Fixed Rate Interest
Payment Date(s): Annually on each November 17,
commencing on November 17, 2022
and ending on, and including,
the Maturity Date.
Each Fixed Rate Interest Payment
Date is subject to the Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated.
(d) Business Day Convention: Following Business Day Convention
(e) Fixed Rate Day Count
Fraction(s): Actual/Actual ICMA
(f) Calculation of Interest As soon as practicable and in
Amount: accordance with the procedure
specified herein, the Calculation
Agent will determine the Reference
Rate (as defined below) and
calculate the amount of interest
payable (the "Interest Amount")
with respect to each Calculation
Amount on the relevant Interest
Payment Date.
The Interest Amount payable
on any Interest Payment Date
shall be a USD amount calculated
on the relevant Rate Fixing
Date (as defined below) as follows:
5.100% multiplied by the Calculation
Amount
multiplied by
the Fixed Rate Day Count Fraction
divided by
the Reference Rate
(and rounding, if necessary,
the entire resulting figure
to the nearest two decimal places,
with USD 0.005 being rounded
upwards).
The "Reference Rate" means,
in respect of a Rate Fixing
Date, the rate determined by
the Calculation Agent that is
equal to the USD/IDR weighted
average spot rate in the interbank
market, based on traded USD/IDR
spot foreign exchange transactions
during a specified time period
which are captured on a real
time basis, expressed as the
amount of IDR per one USD, for
settlement in two Fixing Business
Days, as published by the Bank
Sentral Republik Indonesia ("Bank
Indonesia") as the "Jakarta
Interbank Spot Dollar Rate USD
- IDR", which appears on Bank
Indonesia's website (www.bi.go.id),
or as published on Refinitiv
Screen JISDOR Page (or any replacement
page or replacement service
as may be implemented for the
purposes of displaying the USD/IDR
weighted average spot rate),
or as otherwise made available
by Bank Indonesia (or its successor
as administrator), at approximately
10:00 a.m., Jakarta time, on
the relevant Rate Fixing Date
. Fallback Provisions apply
as set out below.
The "Rate Fixing Date" means
the date that is five (5) Fixing
Business Days prior to the applicable
Fixed Rate Interest Payment
Date or Maturity Date, as the
case may be. The Rate Fixing
Date shall be subject to adjustment
as follows: if the scheduled
date of the Rate Fixing Date
is not a Relevant Business Day,
then the Rate Fixing Date will
be the first preceding day that
is a Relevant Business Day.
"Fixing Business Day" means
a day (other than a Saturday
or a Sunday) on which banks
and foreign exchange markets
are open for business in Jakarta.
"Fallback Provisions": Should
no USD/IDR weighted average
spot rate appear on Bank Indonesia's
website (www.bi.go.id) as the
"Jakarta Interbank Spot Dollar
Rate USD - IDR", or on Refinitiv
Screen JISDOR Page (or on such
replacement page or replacement
service as described above),
or be otherwise made available
by Bank Indonesia (or its successor
as administrator), on the Rate
Fixing Date, then the Reference
Rate for such Rate Fixing Date
shall be determined by the Calculation
Agent by requesting quotations
for the mid USD/IDR spot foreign
exchange rate from five banks
active in the USD/IDR currency
and foreign exchange markets
as selected by the Calculation
Agent (such banks, the "Reference
Banks") either (i) at or about
10:00 a.m. Jakarta time on the
first day (other than a Saturday
or a Sunday) following the Rate
Fixing Date, if such day is
a Relevant Business Day or (ii)
at or about 10:00 a.m. Jakarta
time on the Rate Fixing Date,
if the first day (other than
a Saturday or a Sunday) following
the Rate Fixing Date is not
a Relevant Business Day.
If five or four quotations are
provided by Reference Banks
as requested, the Reference
Rate shall be the arithmetic
mean (rounded to the nearest
whole IDR, with IDR 0.5 being
rounded upwards) of the remaining
three or two such quotations
(expressed as the number of
IDR per one USD), as the case
may be, after disregarding the
highest quotation and the lowest
quotation; provided, that if
two or more such quotations
are the highest such quotations,
then only one of such quotations
shall be disregarded; and provided
further, that if two or more
such quotations are the lowest
such quotations, then only one
of such lowest quotations shall
be disregarded.
If only three or two quotations
are provided as requested, the
Reference Rate shall be the
arithmetic mean (rounded to
the nearest whole IDR, with
IDR 0.5 being rounded upwards)
of such quotations (expressed
as the number of IDR per one
USD).
If only one or no quotations
are provided as requested, or
if the Calculation Agent determines
in its sole discretion that
no suitable Reference Banks
active in the USD/IDR currency
or foreign exchange markets
will provide quotations, the
Calculation Agent shall be entitled
to calculate the Reference Rate
acting in good faith in a commercially
reasonable manner, having taken
into account relevant market
practice, by reference to such
additional sources as it deems
appropriate; and in such case
the Calculation Agent shall
notify the Bank and the Global
Agent as soon as reasonably
practicable that the Reference
Rate is to be so determined.
(g) Calculation Agent: The Toronto-Dominion Bank, Toronto
In relation to the Rate Fixing
Date, as soon as is reasonably
practicable after the determination
of the Reference Rate in relation
thereto, on the date on which
the relevant Reference Rate
is to be determined (or, if
such date is not a Relevant
Business Day, then on the next
succeeding Relevant Business
Day), the Calculation Agent
shall notify the Issuer and
the Global Agent of the Reference
Rate, and the Interest Amount,
and the Redemption Amount or
Early Redemption Amount, as
the case may be, in relation
thereto.
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.
(h) Notification: If the Interest Amount payable
on any Fixed Rate Interest Payment
Date or the Redemption Amount,
as the case may be, is calculated
in any manner other than by
utilizing the USD/IDR reference
rate that appears on Bank Indonesia's
website (www.bi.go.id), or on
Refinitiv Screen JISDOR Page
( or on such replacement page
as described above ), or as
otherwise made available by
Bank Indonesia (or its successor
as administrator), the Global
Agent on behalf of the Bank
shall give notice as soon as
reasonably practicable to the
Noteholders in accordance with
Condition 14 (Notices).
15. Relevant Financial Center: New York, London and Jakarta
16. Relevant Business Day: New York, London and Jakarta
17. Redemption Amount (Condition
6(a)): The Redemption Amount with respect
to each Calculation Amount will
be a USD amount calculated by
the Calculation Agent as of
the Rate Fixing Date with respect
to the Maturity Date as follows:
Calculation Amount
divided by
the Reference Rate
(and rounding, if necessary,
the entire resulting figure
to the nearest 2 decimal places,
with USD 0.005 being rounded
upwards).
18. Issuer's Optional Redemption
(Condition 6(e)): No
19. Redemption at the Option
of the Noteholders (Condition No
6(f)):
20. Early Redemption Amount
(including accrued interest, In the event the Notes become
if applicable) (Condition due and payable as provided
9): in Condition 9 (Default), the
Early Redemption Amount with
respect to each Calculation
Amount will be a USD amount
equal to the Redemption Amount
that is determined in accordance
with "17. Redemption Amount"
plus accrued and unpaid interest,
if any, as determined in accordance
with "14. Fixed Interest Rate
(Condition 5(I))"; provided,
that for purposes of such determination,
the "Rate Fixing Date" shall
be the date that is five Fixing
Business Days prior to the date
upon which the Notes become
due and payable as provided
in Condition 9 (Default).
21. 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 Clearstream
and Banking S.A.
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 1.875% of the Aggregate Principal
Amount, comprising a combined
management and underwriting
commission of 0.25% and a selling
concession of 1.625%
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) Common Code: 240674947
(b) ISIN: XS2406749478
7. Identity of Dealer: The Toronto-Dominion Bank
8. Provision for Registered
Notes:
(a) Individual Definitive
Registered Notes Available No
on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global Yes, issued in accordance with
Notes: the Amended and Restated Global
Agency Agreement, dated as of
July 28, 2020, as amended from
time to time, 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 Not Applicable
Eurosystem eligibility:
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.
(b) United Kingdom: The Dealer represents and agrees
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 Financial Services
and Markets Act 2000 (the "FSMA"))
received by it in connection
with the issue or sale of the
Notes in circumstances in which
Section 21(1) of the FSMA does
not apply to the Bank, 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 such Notes in, from or otherwise
involving the UK.
(c) Indonesia: The Notes are not and will not
be registered with the Financial
Services Authority previously
known as the Capital Market
and Financial Institutions Supervisory
Agency (the "OJK") in Indonesia.
As such, the Notes (including
the distribution and dissemination
of the Pricing Supplement, other
written materials either through
advertisements or other media
authorized) are not authorized
by the OJK for their sale by
public offering in the Indonesian
territory and/or to Indonesian
entities or residents in the
Indonesian territory in circumstances
which constitute a public offering
of securities under the Indonesian
Law No. 8/1995 regarding Capital
Markets. Likewise, the Notes
and the Pricing Supplement have
not been reviewed, registered
or authorized by the Central
Bank (Bank Indonesia) for their
distribution through banking
institutions in Indonesia.
(d) Singapore: 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) .
(e) 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. 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.
2. Additional Investment Considerations:
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.
There are various risks associated with the Notes including, but
not limited to, exchange rate risk, price risk and liquidity risk.
Investors should consult with their own financial, legal and
accounting 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. Holders of the Notes should also consult with their
professional tax advisors regarding tax laws applicable to
them.
Payment of each Interest Amount and the Redemption Amount will
be based on the Reference Rate, which is a measure of the rate of
exchange between the Indonesian Rupiah and the USD. Currency
exchange rates are volatile and will affect the holder's return. In
addition, the government of Indonesia can from time to time
intervene in the foreign exchange market. These interventions or
other governmental actions could adversely affect the value of the
Notes, as well as the yield (in USD terms) on the Notes and the
amount payable at maturity or upon acceleration. Even in the
absence of governmental action directly affecting currency exchange
rates, political or economic developments in Indonesia or elsewhere
could lead to significant and sudden changes in the exchange rate
between the Indonesian Rupiah and the USD.
The Indonesian Rupiah is an emerging market currency. Emerging
market currencies may be subject to particularly substantial
volatility, as well as to government actions including currency
controls, devaluations and other matters which could materially and
adversely affect the value of the Notes.
The methodologies for determining the Reference Rate may result
in a Redemption Amount (or Early Redemption Amount, as the case may
be) of the Notes, or an Interest Amount on the Notes, being
significantly less than anticipated or less than what an
alternative methodology for determining the IDR-USD exchange rate
would yield.
3. United Stated Federal Income Tax Matters:
The following supplements the discussion under the "Tax Matters"
section of the Prospectus regarding the U.S. 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 U.S.
federal, state, and local tax laws and non-U.S. tax laws and
possible changes in tax laws.
Because the Notes are denominated in the Indonesian Rupiah, 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" under the "United States
Holders" section. Pursuant to such rules, a United States holder
should determine amounts received with respect to a Note (including
principal and interest) by reference to the U.S. dollar value of
the Indonesian Rupiah amount of the payment, calculated at the
currency exchange rate in effect on the date of payment. The U.S.
dollar amount that is actually received by the United States holder
may differ from the amount determined under the preceding sentence,
since the U.S. dollar amount of the payment will be determined by
reference to the Reference Rate as of the relevant Rate Fixing
Date. Accordingly, a United States holder of the Notes may
recognize United States source foreign currency gain or loss in an
amount equal to such difference (in addition to any foreign
currency gain or loss otherwise recognized upon the receipt of an
interest payment or a sale or retirement of the Notes). The U.S.
Internal Revenue Service could take the position, however, that the
amounts received by a United States holder in respect of a Note
should be equal to the U.S. dollar amount that is actually received
by the United States holder. Prospective United States holders of
the Notes should consult their tax advisors regarding these
rules.
INTER-AMERICAN DEVELOPMENT BANK
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