TIDM42BI
RNS Number : 8996N
Inter-American Development Bank
25 January 2023
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 855
NZD375,000,000 4.75 per cent. Notes due 25 January 2030
("Notes")
Issue Price: 99.482702 per cent.
No application has been made to list the Notes on any stock
exchange.
ANZ Bank New Zealand Limited
Commonwealth Bank of Australia (ABN 48 123 123 124)
Westpac Banking Corporation (ABN 33 007 457 141) (acting through
its New Zealand branch)
The date of this Pricing Supplement is 23 January 2023.
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.
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 which form part of the form of Notes for such
issue.
1. (a) Series No.: 855
(b) Tranche No.: 1
2. Aggregate Principal Amount: NZD375,000,000
3. Issue Price: NZD373,060,132.50, which is 99.482702
per cent. of the Aggregate Principal
Amount
4. Issue Date: 25 January 2023
5. Form of Notes Registered only, as further provided
(Condition 1(a)): in paragraph 8(c) of "Other Relevant
Terms" below
6. New Global Note: No
7. Authorized Denomination(s) Outside New Zealand, NZD1,000 and
integral multiples thereof
(Condition 1(b)): Within New Zealand, NZD100,000
and integral multiples of NZD10,000
in excess thereof (subject to the
selling restrictions set forth
in Item 20 below under "Other Relevant
Terms" and a minimum subscription
of NZD750,000)
8. Specified Currency New Zealand Dollars ("NZD"), being
(Condition 1(d)): the lawful currency of New Zealand
9. Specified Principal Payment NZD
Currency
(Conditions 1(d) and 7(h)):
10. Specified Interest Payment NZD
Currency
(Conditions 1(d) and 7(h)):
11. Maturity Date 25 January 2030
(Condition 6(a); Fixed Interest
Rate and Zero Coupon):
12. Interest Basis Fixed Interest Rate (Condition
(Condition 5): 5(I))
13. Interest Commencement Date Issue Date (25 January 2023)
(Condition 5(III)):
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 4.75 per cent. per annum
(b) Fixed Rate Interest Payment Semi-annually in arrear on 25 January
Date(s): and 25 July in each year and the
Maturity Date, commencing with
a coupon payment on 25 July 2023
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):
RBNZ Bond Basis, being one divided
by the number of Fixed Rate Interest
Payment Dates in a year. For amounts
paid other than on and/or calculated
in respect of dates other than
Fixed Rate Interest Payment Dates:
Actual/Actual (ICMA)
15. Relevant Financial Center: Auckland and Wellington
16. Relevant Business Day: Auckland and Wellington
17. Issuer's Optional Redemption No
(Condition 6(e)):
18. Redemption at the Option No
of the Noteholders (Condition
6(f)):
19. Early Redemption Amount (including 100 per cent. per Authorized Denomination
accrued interest, if applicable) plus accrued interest
(Condition 9):
20. Governing law: New York
21. Amendment to Conditions: Condition 7(a)(ii) shall be amended
by deleting "business day" and
"fifteenth calendar day" and replacing
them in each instance with the
words "tenth calendar day".
Condition 7(h) shall be amended
by deleting the following words
"a U.S. dollar/Specified Currency
exchange rate determined by IADB
or its Designee as of the second
Business Day prior to such payment
or, if IADB or its Designee determines
that no such 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, IADB or its
Designee shall act in good faith
and in a commercially reasonable
manner having taken into account
all available information that
it shall deem relevant." 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".
In Condition 7(h), the definition
of "Calculation Agent" shall be
deemed to mean "Computershare Investor
Services Limited".
Other Relevant Terms
1. Listing (if yes, specify Stock Unlisted.
Exchange):
2. Details of Clearance System The NZClear system operated by
Approved by the Issuer and the the Reserve Bank of New Zealand
Global Agent and Clearance and ("NZClear")
Settlement Procedures:
Subject to the rules of the relevant
clearing and settlement system,
Investors may elect to hold interests
in the Notes (i) directly through
NZClear, (ii) indirectly through
Euroclear or Clearstream, Luxembourg
if they are participants in such
systems, or (iii) indirectly through
organizations which are participants
in any of such systems. The Issuer
has been advised that Euroclear
and Clearstream, Luxembourg will
hold interests on behalf of their
participants through customers'
securities accounts in their respective
names on the books of their respective
New Zealand sub-custodians, which
in turn will hold such interests
in customers' securities accounts
in the names of the New Zealand
sub-custodians on the books of
NZClear. Participants in any of
such systems should contact the
relevant clearing system(s) if
they have any questions in relation
to clearing, settlement and cross-market
transfers and/or trading.
3. Syndicated: No
4. If Syndicated: Not Applicable
5. Commissions and Concessions: 0. 175630 % of the principal amount
on a yield basis (being NZD658,612.50),
comprised of a combined management,
underwriting and selling concession
6. Codes:
(a) Common Code: 257830985
(b) ISIN: NZIDBDT010C0
7. Identity of Dealer: Commonwealth Bank of Australia
(ABN 48 123 123 124)
ANZ Bank New Zealand Limited, Commonwealth
Bank of Australia (ABN 48 123 123
124) and Westpac Banking Corporation
(ABN 33 007 457 141) (acting through
its New Zealand branch) have been
appointed to facilitate the secondary
distribution of the Notes.
8. Provisions for Registered
Notes:
No
(a) Individual Definitive Registered
Notes Available on Issue Date:
No
(b) DTC Global Note(s):
Yes, issued in accordance with
(c) Other Registered Global 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. Agent for Notes: The Paying Agent, Registrar, Transfer
Agent, Custodian and Calculation
Agent for the Notes
shall be:
Computershare Investor Services
Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
New Zealand
10. Additional Risk Factors: 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 that 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.
11. Estimated Total Expenses: The Dealer has agreed to pay for
all material expenses related to
the issuance of the Notes.
12. Selling Restrictions: The following should be read in
conjunction with the more complete
description contained in Exhibit
D to the Standard Provisions dated
June 1, 2021, which are incorporated
by reference into the Terms Agreement.
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.
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.
New Zealand:
The Dealer agrees that no product
disclosure statement or other disclosure
document in respect of the Notes
has been, nor will be, registered
or prepared under, or for the purposes
of, the New Zealand Financial Markets
Conduct Act 2013 (the "FMC Act").
Accordingly, the Notes may not
be offered in a manner that makes
the Notes subject to a regulated
offer within the meaning of that
Act. Without limitation, no person
may (directly or indirectly) offer
for subscription or purchase or
issue invitations to subscribe
for or buy, or sell or transfer
the Notes, or distribute any product
disclosure statement or any other
advertisement or offering material
relating to the Notes in New Zealand,
or to any resident of New Zealand,
except that the Notes may be offered,
sold or transferred:
(i) to "wholesale investors" as
that term is defined in clauses
3(2)(a), (c) and (d) of Schedule
1 to the FMC Act, being a person
who is:
(aa) an "investment business";
(bb) "large"; or
(cc) a "government agency",
in each case as defined in Schedule
1 to the FMC Act; and
(ii) to "wholesale investors" within
the meaning of clause 3(3)(b)(i)
of Schedule 1 to the FMC Act in
circumstances where there is no
contravention of the FMC Act,
provided that Notes may not be
offered, sold or transferred to
any "eligible investor" (as defined
in clause 41 of Schedule 1 to the
FMC Act) or any person that meets
the investment activity criteria
specified in clause 38 of Schedule
1 to the FMC Act.
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).
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
Recent developments
On November 20, 2022, Ilan Goldfajn was elected president of the
Bank during a Special Meeting of the Bank's Board of Governors. Mr.
Goldfajn took office for a five-year term on December 19, 2022.
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 (" SDG s"), 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).
New Zealand Withholding Tax Considerations
The following is a summary of the New Zealand withholding tax
treatment at the date of this Pricing Supplement of payments of
principal and interest on Notes. This summary addresses the New
Zealand withholding tax treatment of payments of principal and
interest to holders of Notes. It does not address all New Zealand
tax issues (including income tax issues) which may be relevant to
holders of Notes.
Prospective holders of a Note (including prospective holders of
a beneficial interest in a Note) should seek independent advice on
the New Zealand tax implications applicable to them.
To the extent that a beneficial interest in a Note is held by an
RWT Holder, payments of principal and/or interest by the Issuer
should not be subject to New Zealand resident withholding tax,
provided that:
(1) the Issuer (and any other related entity through which the
payments of principal and/or interest are made) continues not to be
a resident in New Zealand for New Zealand income tax purposes, and
does not carry on a taxable activity in New Zealand through a fixed
establishment in New Zealand; and
(2) if Computershare Investor Services Limited (or any other
third party) receives principal and/or interest payments on behalf
of or as agent of the holder of that beneficial interest, prior to
the payment being made the holder has provided Computershare
Investor Services Limited (or the other third party) with the
holder's New Zealand tax file number together with certification
they have "RWT-exempt status" (as defined in the Income Tax Act
2007 (NZ)) in respect of New Zealand resident withholding tax, and
that status remains valid at the time the payment is made , or
Computershare Investor Services Limited (or the other third party)
has otherwise established that holder's RWT-exempt status and that
that status remains valid at the time the payment is made .
To the extent that a beneficial interest in a Note is held by a
person who is not an RWT Holder, payments of principal and/or
interest on that Note by the Issuer should not be subject to New
Zealand withholding tax.
Important Definition : For the purposes of these New Zealand
withholding tax considerations, an "RWT Holder" is a person
who:
(1) is resident in New Zealand for New Zealand income tax purposes; or
(2) is carrying on business in New Zealand through a fixed
establishment in New Zealand and either:
(a) is a registered bank (as defined in section 2 of the Reserve Bank of New Zealand Act 1989) and is not associated (as defined in the Income Tax Act 2007) with the Issuer; or
(b) holds the Notes for the purposes of that fixed establishment.
New Zealand Register
The Register will be maintained pursuant to the Registry
Services Agreement entered into with Computershare Investor
Services Limited as Registrar for the Notes of this Series.
INTER-AMERICAN DEVELOPMENT BANK
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END
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