TIDM42BI
RNS Number : 5176Z
Inter-American Development Bank
14 September 2022
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 844
U.S.$3,000,000,000 3.500 percent Notes due September 14, 2029
(the "Notes")
Issue Price: 99.423 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
Deutsche Bank
HSBC
J.P. Morgan
TD Securities
Barclays
BMO Capital Markets
Citigroup
Daiwa Capital Markets Europe
BofA Securities
Morgan Stanley
Nomura
RBC Capital Markets
Scotiabank
Wells Fargo Securities
The date of this Pricing Supplement is September 12, 2022.
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.
MiFID II and UK MiFIR product governance / Retail investors,
professional investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to MiFID II and 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.: 844
2. Aggregate Principal Amount: U.S.$3,000,000,000
3. Issue Price: U.S.$ 2,982,690,000 which is 99.423
percent of the Aggregate Principal
Amount
4. Issue Date: September 14, 2022
5. Form of Notes
(Condition 1(a)): Book-entry only (not exchangeable
for Definitive Fed Registered Notes,
Conditions 1(a) and 2(b) notwithstanding)
6. Authorized Denomination(s)
(Condition 1(b)): U.S.$1,000 and integral multiples
thereof
7. Specified Currency United States Dollars (U.S.$) being
(Condition 1(d)): the lawful currency of the United
States of America
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): U.S.$
9. Specified Interest Payment
Currency U.S.$
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed
Interest Rate and Zero
Coupon): September 14, 2029
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)) : Issue Date (September 14, 2022)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.500 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Semi-annually in arrear on March
14 and September 14 in each year,
commencing on March 14, 2023.
Each Fixed Rate Interest Payment
Date is subject to the Business
Day Convention, but with no adjustment
to the amount of interest otherwise
calculated.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: New York
15. Relevant Business Day: New York
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
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
and Federal Reserve Bank of New York;
Settlement Procedures: Euroclear Bank SA/NV; Clearstream
Banking S.A.
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several
(b) Lead Managers: Deutsche Bank AG, London Branch
HSBC Bank plc
J.P. Morgan Securities plc
TD Global Finance unlimited company
5. Commissions and Concessions: 0.15 percent of the Aggregate Principal
Amount
6. Estimated Total Expenses: The Lead Managers have 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.
7. Codes:
(a) Common Code: 253265604
(b) ISIN: US4581X0EF19
(c) CUSIP: 4581X0EF1
8. Identity of Managers: Deutsche Bank AG, London Branch
HSBC Bank plc
J.P. Morgan Securities plc
TD Global Finance unlimited company
Barclays Bank PLC
BMO Capital Markets Corp.
Citigroup Global Markets Limited
Daiwa Capital Markets Europe Limited
Merrill Lynch International
Morgan Stanley & Co. International
plc
Nomura International plc
RBC Capital Markets, LLC
The Bank of Nova Scotia, London
Branch
Wells Fargo Securities, LLC
9. 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: Each of the Managers 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) 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, each of the Managers
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, or financing of, any
specific loans, projects or programs. The Bank, in partnership with
its member countries, works to reduce poverty and inequalities in
Latin America and the Caribbean by promoting economic and social
development in a sustainable, climate friendly way.
The Bank's strategic priorities include social inclusion and
equality, productivity and innovation and economic integration
along with three cross-cutting issues: gender equality and
diversity, climate change and environmental sustainability, and
institutional capacity and the rule of law. Each strategic priority
of the Bank aligns to at least one of the United Nations
Sustainable Development Goals ("SDGs"), with all goals covered
within the Bank's institutional strategy, which may be adapted from
time to time should the United Nations SDGs definition evolve.
All projects undertaken by the Bank go through the Bank's
rigorous sustainability framework. The framework tracks measurable
results, adherence to lending targets and the effectiveness of its
environmental and social safeguards. The Bank's administrative and
operating expenses are currently covered entirely by the Bank's
various sources of revenue, consisting primarily of net interest
margin and investment income (as more fully described in the Bank's
Information Statement).
2. Matters relating to MiFID II and UK MiFIR
The Bank does not fall under the scope of application of either
the MiFID II or the UK MiFIR regime. Consequently, the Bank does
not qualify as an "investment firm", "manufacturer" or
"distributor" for the purposes of MiFID II or UK MiFIR .
MiFID II product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of each
EU manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that:
(i) the target market for the Notes is eligible counterparties,
professional clients and retail clients, each as defined in MiFID
II; and (ii) all channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into
consideration the EU manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the EU manufacturers' target
market assessment) and determining appropriate distribution
channels.
For the purposes of this provision, the expression "EU
manufacturers" means Deutsche Bank AG, London Branch and TD Global
Finance unlimited company, and the expression "MiFID II" means
Directive 2014/65/EU, as amended.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market
Solely for the purposes of each 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 manufacturers'
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 manufacturers' target market
assessment) and determining appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK
manufacturers" means Deutsche Bank AG, London Branch, HSBC Bank plc
and J.P. Morgan Securities plc, (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
IODUSORRUOUKAUR
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