TIDM42BI
RNS Number : 8935U
Inter-American Development Bank
07 December 2021
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 667
Tranche No.: 7
GBP 75,000,000 1.375 percent Notes due December 15, 2024 (the
"Notes") as from December 3, 2021 to be consolidated and form a
single series with the Bank's GBP 250,000,000 1.375 percent Notes
due December 15, 2024 issued on September 7, 2018 (the "Series 667
Tranche 1 Notes"), the Bank's GBP 100,000,000 1.375 percent Notes
due December 15, 2024 issued on March 12, 2019 (the "Series 667
Tranche 2 Notes"), the Bank's GBP 150,000,000 1.375 percent Notes
due December 15, 2024 issued on April 3, 2019 (the "Series 667
Tranche 3 Notes"), the Bank's GBP 225,000,000 1.375 percent Notes
due December 15, 2024 issued on September 30, 2019 (the "Series 667
Tranche 4 Notes"), the Bank's GBP 100,000,000 1.375 percent Notes
due December 15, 2024 issued on October 29, 2019 (the "Series 667
Tranche 5 Notes") and the Bank's GBP 500,000,000 1.375 percent
Notes due December 15, 2024 issued on January 17, 2020 (the "Series
667 Tranche 6 Notes")
Issue Price: 101.596 percent plus 353 days' of accrued
interest
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
Regulated Market
BofA Securities
The date of this Pricing Supplement is November 30, 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 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 the
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.
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. These are the only terms which form part
of the form of Notes for such issue.
667
Series No.:
1. Tranche No.: 7
2. Aggregate Principal Amount: GBP 75,000,000
As from the Issue Date, the Notes
will be consolidated and form
a single series with the Series
667 Tranche 1 Notes, the Series
667 Tranche 2 Notes, the Series
667 Tranche 3 Notes, the Series
667 Tranche 4 Notes, the Series
667 Tranche 5 Notes and the Series
667 Tranche 6 Notes.
3. Issue Price: GBP 77,194,345.89, which amount
represents the sum of 101.596
percent of the Aggregate Principal
Amount plus (b) the amount of
GBP 997,345.89 representing 353
days' accrued interest, inclusive.
4. Issue Date: December 3, 2021
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 9(c) of "Other Relevant
Terms" below.
6. Authorized Denomination(s)
(Condition 1(b)): GBP 100,000 and integral multiples
of GBP 1,000 in excess thereof
7. Specified Currency
(Condition 1(d)): Pound sterling (GBP) being the
lawful currency of the United
Kingdom of Great Britain and Northern
Ireland
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): GBP
9. Specified Interest Payment
Currency GBP
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed December 15, 2024
Interest Rate):
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): December 15, 2020
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 1.375 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Annually in arrear on December
15 in each year, commencing on
December 15, 2021, up to and including
the Maturity Date.
Each Interest Payment Date is
subject to adjustment in accordance
with the Following Business Day
Convention with no adjustment
to the amount of interest otherwise
calculated.
(c) Fixed Rate Day Count
Fraction(s): Actual/Actual (ICMA)
14. Relevant Financial Center: London and TARGET
15. Relevant Business Days: London and TARGET
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 has represented and
agreed 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) 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 has agreed 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.
20. 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")."
21. 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 Globa l Agent
un d er the
Bank's Global Debt Program - namely
,
Citibank, N.A., London Branch
, or its duly
authorized successor.
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
Regulated Market with effect from
the Issue Date.
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance Euroclear Bank SA/NV; Clearstream
and Banking S.A.
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 0.01% of the Aggregate Principal
Amount
5. Estimated Total Expenses: None. The Dealer has agreed to
pay for certain expenses related
to the issuance of the Notes.
6. Codes:
(a) Common Code: 187315263
(b) ISIN: XS1873152638
7. Identity of Dealer: Merrill Lynch International
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 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 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. United States 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 and payable in British pound
sterling, 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.
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. However, the portion of the first
interest payment on the Notes that represents a return of the 353
days of accrued interest that a United States holder paid as part
of the Issue Price of the Notes ("Pre-Issuance Accrued Interest")
will not be treated as an interest payment for United States
federal income tax purposes, and will accordingly only be taxable
to the extent that the U.S. dollar value of the Pre-Issuance
Accrued Interest on the date of receipt differs from the U.S.
dollar value of such amount on the Issue Date. Any such difference
should give rise to United States source foreign currency gain or
loss.
Upon the sale or retirement of the Notes, a United States holder
will generally recognize gain or loss equal to the difference, if
any, between the U.S. dollar value of the amount realized by such
holder, excluding any amounts attributable to accrued but unpaid
interest (which will be treated as interest payments except to the
extent that such amounts are a return of Pre-Issuance Accrued
Interest), and such holder's tax basis in the Notes. A United
States holder's adjusted tax basis in the Notes generally will
equal the U.S. dollar cost of the Notes to the United State holder,
reduced, if such disposition occurs after the first interest
payment, by an amount equal to the U.S. dollar value of the
Pre-Issuance Accrued Interest on the Issue Date. 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 will generally be treated
as long-term capital gain or loss to the extent the United States
holder has held the Notes for more than one year. Long-term capital
gain of individual taxpayers may be eligible for reduced rates of
taxation. The deductibility of capital loss is subject to
significant limitations.
Additionally, because the purchase price of the Notes exceeds
the principal amount of the Notes, a United States holder may elect
to treat the excess (after excluding the portion of the purchase
price attributable to Pre-Issuance Accrued Interest) as amortizable
bond premium. A United States holder that makes this election would
reduce the amount required to be included in such holder's income
each year with respect to interest on the Notes by the amount of
amortizable bond premium allocable to that year, based on the
Note's yield to maturity. Because the Notes are denominated in
British pound sterling, a United States holder would compute such
holder's amortizable bond premium in units of British pound
sterling, and the United States holder's amortizable bond premium
would reduce such holder's interest income in units of British
pound sterling. Gain or loss recognized that is attributable to
changes in exchange rates between the time the United States
holder's amortized bond premium offsets interest income and the
time of the holder's acquisition of the Notes is generally taxable
as ordinary income or loss. If a United States holder makes an
election to amortize bond premium, the election would apply to all
debt instruments, other than debt instruments the interest on which
is excludible from gross income, that the United States holder
holds at the beginning of the first taxable year to which the
election applies or that such holder thereafter acquires, and the
United States holder may not revoke the election without the
consent of the U.S. Internal Revenue Service ("IRS").
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."
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 will generally include its interest
income and its net gains from the disposition of Notes, 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). 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.
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 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.
INTER-AMERICAN DEVELOPMENT BANK
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IODUBRWRAOUURAA
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