TIDM42BI
RNS Number : 8384G
Inter-American Development Bank
17 November 2022
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 848
NOK 1,000,000,000 3.770 percent Notes due November 17, 2027 (the
"Notes")
Issue Price: 100.000 percent
Application has been made f or 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
Danske Bank
The date of this Pricing Supplement is November 14, 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 product governance / Retail investors, professional
investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to MiFID II" 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.: 848
2. Aggregate Principal Amount: NOK 1,000,000,000
3. Issue Price: NOK 1,000,000,000, which is 100.000
percent of the Aggregate Principal
Amount
4. Issue Date: November 17, 2022
5. Form of Notes Dematerialised book-entry form
(Condition 1(a)): in Euronext VPS, see paragraph
21 under "Terms and Conditions"
in this Pricing Supplement.
6. New Global Note: Not applicable
7. Authorized Denomination(s) NOK 10,000
(Condition 1(b)):
8. Specified Currency Norwegian Kroner ("NOK"), being
(Condition 1(d)): the lawful currency of Norway.
9. Specified Principal Payment NOK
Currency
(Conditions 1(d) and 7(h)):
10. Specified Interest Payment NOK
Currency
(Conditions 1(d) and 7(h)):
11. Maturity Date November 17, 2027
(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 (November 17, 2022)
(Condition 5(III)):
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.770 percent per annum
(b) Fixed Rate Interest Payment Annually in arrear on November
Date(s): 17 in each year, commencing on
November 17, 2023, up to and including
the Maturity Date.
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): Actual/Actual (ICMA) , unadjusted
15. Relevant Financial Center: London, New York, Oslo
16. Relevant Business Days: London, New York, Oslo
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 In the event the Notes become
(including accrued interest, due and payable as provided in
if applicable) (Condition 9): Condition 9 (Default), the Early
Redemption Amount with respect
to the minimum Authorized Denomination
will be NOK 10,000 plus accrued
interest, if any.
20. Governing Law: New York
21. Amendments to the Conditions In Condition 1 (Form, Denomination,
for Notes cleared through Euronext Title and Currency), the "and/or"
VPS: at the end of paragraph (a)(ii)
shall be deleted; the "." at the
end of paragraph (a)(iii) shall
be replaced by "; and/or" and
a new paragraph (a)(iv) shall
be added to read as follows:
"(iv) dematerialised book-entry
notes registered in Euronext VPS
("VPS Notes") in the Principal
Amount of an Authorized Denomination."
In Condition 1(Form, Denomination,
Title and Currency), the second
paragraph under paragraph (a)
shall be amended to read as follows:
"An issue of Notes may comprise
either Registered Notes only,
Fed Book entry Notes only (except
as provided in Condition 2(b)),
Bearer Notes only, or VPS Notes
only."
In Condition 1(Form, Denomination,
Title and Currency), paragraph
(c)(iv) shall be replaced and
renumbered to paragraph (c)(v)
and read as follows:
"(v) IADB, the Global Agent, the
Fiscal Agent, the VPS Agent, the
Paying Agents, the Registrar and
the Transfer Agents shall be entitled
to deem and treat the registered
holder of any Registered Note,
or the person who is shown in
the records of Euronext VPS as
the holder of a VPS Note, or the
Federal Reserve Bank of New York
for Fed Book-entry Notes, or the
bearer of any Bearer Note, Coupon
or Talon, to be the absolute owner
thereof for the purposes of making
payments and for all other purposes,
whether or not such Registered
Note, VPS Note, Fed Book-entry
Note, or Bearer Note, Coupon or
Talon is overdue and regardless
of any notice of ownership, trust
or any interest therein, any writing
thereon or any notice of any previous
theft or loss thereof (or of the
related certificate), and all
payments on a Note or Coupon to
such holder shall be deemed valid
and effectual to discharge the
liability of IADB in respect of
such Note or Coupon to the extent
of the sum or sums so paid."
In Condition 1 (Form, Denomination,
Title and Currency), a new paragraph
(iv) shall be added under paragraph
(c) with the following wording:
"(iv) Title to the VPS Notes will
be evidenced by book entries in
the records of Euronext VPS. The
VPS Noteholder will be the person
evidenced as such by a book entry
in the records of Euronext VPS,
and "Noteholder" in the Conditions
shall be construed accordingly.
Title to the VPS Notes will pass
by registration in the registers
between the direct or indirect
accountholders at Euronext VPS
in accordance with the rules and
procedures of Euronext VPS as
amended from time to time."
In Condition 2 (Transfers and
Exchanges), a new paragraph (h)
shall be added with the following
wording:
"(h) VPS Notes: VPS Notes of one
Authorized Denomination may not
be exchanged for Notes, whether
in Euronext VPS or otherwise,
of another Authorized Denomination.
VPS Notes will not be exchangeable
for non-VPS Notes issued by the
Issuer, and vice versa."
In Condition 6 (Redemption and
Purchase) paragraph (e), the second
paragraph shall be amended to
read as follows:
"In the case of a partial redemption
of Notes other than Fed Book-entry
Notes or VPS Notes, the notice
to Noteholders and the relevant
Agent(s) shall also contain the
serial or other identifying numbers
of the Notes to be redeemed, which
shall have been drawn in such
place as the Global Agent may
approve and in such manner as
it deems appropriate, subject
to compliance with any applicable
laws and stock exchange requirements,
and the Global Agent shall not
be liable for any drawings so
made. In the case of a partial
redemption of Fed Book-entry Notes,
each such Note will be redeemed
in the amount of its pro rata
share of the aggregate amount
of such partial redemption and
thereafter shall be treated as
being outstanding as to its unredeemed
balance. In the case of a partial
redemption of VPS Notes, the VPS
Notes to be redeemed will be selected
in accordance with the standard
procedures of Euronext VPS, as
amended from time to time."
In Condition 6 (Redemption and
Purchase) paragraph (f), the second
paragraph shall be amended to
read as follows:
"In the case of a Note which is
not a Fed Book-entry Note or a
VPS Note, to exercise such option
the holder must deposit (i) such
Note with the Registrar or any
Transfer Agent (in the case of
Registered Notes) or any Paying
Agent (in the case of Bearer Notes)
at their respective specified
offices and (ii) a duly completed
notice of redemption ("Redemption
Notice") in the form obtainable
from any Agent, in each case not
more than the number of days nor
less than the number of days specified
on such Note prior to the relevant
date for redemption. Unless otherwise
specified on such Note, no Note
(or Redemption Notice) so deposited
may be withdrawn without the prior
consent of IADB and the Global
Agent. In the case of a Fed Book-entry
Note, if the holder wishes to
exercise such option, the holder
must give notice thereof to IADB
through the relevant Holding Institution.
In the case of a VPS Note, if
the holder wishes to exercise
such option, the holder must give
notice thereof to the VPS Agent
and to IADB in accordance with
the standard procedures of Euronext
VPS, as amended from time to time."
In Condition 7 (Payments), a new
paragraph (i) shall be added with
the following wording:
"(i) VPS Notes:
(i) Payments of Principal and
Interest
Payments of principal and interest
in respect of VPS Notes and notification
thereof to VPS Noteholders will
be made to the VPS Noteholders
shown in the records of Euronext
VPS and will be effected through
and in accordance with and subject
to the rules and regulations,
as amended from time to time,
governing Euronext VPS.
(ii) Delay in Payment
Noteholders will not be entitled
to any interest or other payment
for any delay after the due date
if any date for payment is not
a day on which the VPS Agent is
open for business, and the Noteholder
will not be entitled to payment
until the next following day on
which the VPS Agent is open for
business."
In Condition 7 (Payments) paragraph
(e) Appointment of Agents, "and
(vi)" in the first paragraph shall
be replaced by "(vi) a VPS Agent
with respect to VPS Notes, and
(vii)".
Condition 13 (Agents) shall be
amended as follows:
"In acting under the Global Agency
Agreement, the Fiscal Agency Agreement
and the VPS Agency Agreement,
the Agents act solely as agents
of IADB and do not assume any
fiduciary duties or obligation
or relationship of agency or trust
for or with any holder."
In Condition 15 (Notices), a new
paragraph (f) shall be added with
the following wording:
"(f) Notices to Holders of VPS
Notes: Notices to the holders
of VPS Notes shall be given in
accordance with (i) the Euronext
VPS rules and procedures in effect
at the time of notice and (ii)
in a manner which complies with
the rules of any stock exchange
or other relevant authority on
which the Notes are listed or
by which they have been admitted
to trading at the time of notice."
In Condition 16 (Governing Law,
Jurisdiction and Service of Process),
paragraph (a) shall be amended
to add the following sentence
at the end of such paragraph:
"VPS Notes must comply with the
Norwegian Act relating to Central
Securities Depositories and Securities
Settlement of 15 March 2019 no.
6, as amended from time to time,
and the holders of VPS Notes will
be entitled to the rights and
are subject to the
obligations and liabilities which
arise under this Act and any related
regulations and
legislation."
Other Relevant Terms
1. Listing (if yes, specify Application has been made for
Stock the Notes to be admitted to the
Exchange): Official List of the Financial
Conduct Authority and to trading
on the London Stock Exchange
plc's UK Regulated Market with
effect from the Issue Date.
2. Details of Clearance System Verdipapirsentralen ASA, Fred.
Approved by the Bank and the Olsens gate 1, P.O. Box 1174
Global Agent and Clearance and Sentrum, NO-0051 Oslo, Norway,
Settlement Procedures: Business Registration Number:
985 140 421 ("Euronext VPS")
3. Syndicated: No
4. Commissions and Concessions: 0.125 percent of the Aggregate
Principal Amount.
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
6. Codes: the London Stock Exchange listing
fees, if applicable.
(a) ISIN: NO0012747858
7. Identity of Dealer(s)/Manager(s): Danske Bank A/S
8. Special conditions for Notes Danske Bank A/S (the "VPS Agent")
cleared through Euronext VPS: will act as agent of the Issuer
in respect of all dealings with
Euronext VPS in respect of VPS
Notes. As the VPS Notes are in
dematerialised form, any references
in the Conditions to Coupons
and Talons shall not apply and
such Notes will not be issued
in global or definitive form.
The Conditions shall be construed
accordingly.
The VPS Noteholder will for all
purposes be the person evidenced
as such by a book entry in the
book-entry system and register
maintained by Euronext VPS, and
"Noteholder" in the Conditions
shall be construed accordingly.
References to the Notes being
cancelled shall be deemed to
mean that they shall be deleted
from the records of Euronext
VPS.
The Issuer shall be entitled
to vary or terminate the appointment
of the VPS Agent (or any successor)
provided that there will at all
times be a VPS Agent authorised
to act as an account operating
institution with Euronext VPS.
Any notice or demands to be given
by a
Noteholder in respect of the
VPS Notes shall be in writing
and delivered to (i) the VPS
Agent in such a manner as the
VPS Agent may approve and (ii)
the Issuer.
The VPS Agent will act solely
as agent of the Issuer and assumes
no obligation or relationship
of agency or trust to or with
the VPS Noteholders.
For the purposes of a meeting
of VPS Noteholders, the person
named in a certificate from Euronext
VPS shall be treated as the VPS
Noteholder specified in such
certificate provided that that
person has given an undertaking
not to transfer the Notes so
specified (prior to the close
of the meeting) and the Issuer
and the VPS Agent shall be entitled
to assume that any such undertaking
is validly given, shall not enquire
as to its validity and enforceability,
shall not be obliged to enforce
any such undertaking and shall
be entitled to rely on the same.
9. Intended to be held in a Not Applicable
manner which would allow 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
(c) Norway: of the FSMA with respect to anything
done by it in relation to such
Notes in, from or otherwise involving
the UK.
Under the provisions of Article
1(2) (b) of Regulation (EU) 2017/1129
(Prospectus Regulation), as amended,
transposed into Norwegian law
through the Norwegian Securities
Trading Act 2007, as amended,
the Notes are exempt from the
Prospectus Regulation.
(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
(e) General: on the Sale of Investment Products
and MAS Notice FAA-N16: Notice
on Recommendations on Investment
Products).
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.
11. Meetings of the VPS Noteholders
and Modification
(a) Decisions by VPS Noteholders
(i) Powers of VPS Noteholders' Meeting and Written Procedure:
(A) A meeting of the VPS Noteholders held in accordance with the
provisions of paragraph 11 under "Other Relevant Terms" of this
Pricing Supplement (a "VPS Noteholders' Meeting") or a written
procedure pursuant to paragraph 11(c) under "Other Relevant Terms"
of this Pricing Supplement below (a "Written Procedure") shall,
subject to the Conditions , have power, on behalf of the VPS
Noteholders, to:
(I) sanction any compromise or arrangement proposed to be made
between the Issuer and the VPS Noteholders or any of them;
(II) sanction any abrogation, modification, compromise or
arrangement in respect of the rights of the VPS Noteholders against
the Issuer or against any of its property whether such rights shall
arise under the VPS Notes or otherwise;
(III) assent to any modification of the provisions contained in
the Conditions or the VPS Notes which shall be proposed by the
Issuer;
(IV) give any authority or sanction which under the provisions
of the VPS Notes requires a resolution from the VPS
Noteholders;
(V) appoint any persons (whether VPS Noteholders or not) as a
committee or committees to represent the interests of the VPS
Noteholders and to confer upon any committee or committees any
powers or discretions which the VPS Noteholders could themselves
exercise pursuant to this paragraph 11 under "Other Relevant Terms"
of this Pricing Supplement;
(VI) authorize anyone to concur in and do anything necessary to
carry out and give effect to a resolution taken at a VPS
Noteholders' Meeting or a Written Procedure;
(VII) appoint and elect a representative on behalf of the VPS Noteholders;
(VIII) sanction any scheme or proposal for the exchange or sale
of the VPS Notes for, or the conversion of the VPS Notes into, or
the cancellation of the VPS Notes in consideration of, shares,
stock, notes, bonds, debentures, debenture stock and/or other
obligations and/or securities of the Issuer or any other company
formed or to be formed, or for or into or in consideration of cash,
or partly for or into or in consideration of shares, stock, notes,
bonds, debentures, debenture stock and/or other obligations and/or
securities as stated above and partly for or into or in
consideration of cash; and
(IX) approve the substitution of any entity in place of the
Issuer (or any previous substitute) as the principal debtor in
respect of the VPS Notes.
Nothing in this paragraph 11 shall be deemed to empower the VPS
Noteholders to bind the Issuer with respect to the VPS Notes or any
other matter.
(B) Decisions to be taken by the VPS Noteholders may be dealt
with, at the option of the Issuer, at a VPS Noteholders' Meeting or
by way of a Written Procedure.
(C) A VPS Noteholders' Meeting will be held in accordance with
the procedure set out below in paragraph 11(b) under "Other
Relevant Terms" of this Pricing Supplement.
(D) A Written Procedure will be held in accordance with the
procedure set out below in paragraph 11(c) under "Other Relevant
Terms" of this Pricing Supplement.
(ii) Voting rights:
(A) Each VPS Noteholder holds one vote for each Voting VPS Note.
The Issuer has no voting rights in respect of VPS Notes held by, or
on behalf of, the Issuer or any of its subsidiaries.
(B) Only a person who is, or who has been provided with a power
of attorney from a person who is, able to document its holdings of
VPS Notes by:
(I) presenting a custody account statement from Euronext VPS or
an authorised institution that is not more than three Business Days
old (where the three Business Days shall be counted from the date
of the submission of the vote or power of attorney authorising a
person to vote); or
(II) providing other proof of holding which, in the case of a
VPS Noteholders' Meeting, is satisfactory to the chairman of the
VPS Noteholders' Meeting or, in the case of a Written Procedure, is
satisfactory to the Issuer,
may exercise voting rights as a VPS Noteholder at such VPS
Noteholders' Meeting or in such Written Procedure, as
applicable.
For the purposes of paragraph 11(a)(ii) under "Other Relevant
Terms" of this Pricing Supplement, a beneficial owner of a VPS Note
that has a VPS Note registered in the name of a nominee will be
deemed to be the owner of the VPS Note rather than the nominee. No
vote may be exercised at a VPS Noteholders' Meeting or in a Written
Procedure by any nominee if the beneficial owner of the VPS Note
has presented relevant evidence to the chairman of the VPS
Noteholders' Meeting (in case of a VPS Noteholders' Meeting) or the
Issuer (in case of a Written Procedure), to the satisfaction of the
chairman of the VPS Noteholders' Meeting or the Issuer, as
applicable, stating that it is the beneficial owner of the VPS
Notes voted for. If such owner of the VPS Notes has voted directly
for any of its nominee-registered VPS Notes, the votes of the owner
of the VPS Notes shall take precedence over votes submitted by the
nominee for the same VPS Notes.
(iii) Percentage of VPS Noteholders required to consent:
For the purpose of paragraph 11 under "Other Relevant Terms" of
this Pricing Supplement, "Voting VPS Notes" means the aggregate
nominal amount of the total number of VPS Notes not redeemed or
otherwise deregistered in Euronext VPS, less the VPS Notes owned by
the Issuer, any party who has decisive influence over the Issuer or
any party over whom the Issuer has decisive
influence.
(A) The following matters shall require the consent of VPS
Noteholders representing at least 75 percent of the aggregate
nominal amount of the Voting VPS Notes for the time being
outstanding for which VPS Noteholders are voting at a VPS
Noteholders' Meeting or for which VPS Noteholders reply in a
Written Procedure in accordance with the instructions given
pursuant to paragraph 11(c)(i) under "Other Relevant Terms" of this
Pricing Supplement:
(I) modification of the Maturity Date of the VPS Notes or
reduction or cancellation of the nominal amount payable upon
maturity; or
(II) reduction or cancellation of the amount payable or
modification of the payment date in respect of any interest in
respect of the VPS Notes or variation of the method of calculating
the rate of interest in respect of the VPS Notes; or
(III) modification of the currency in which payments under the VPS Notes are to be made; or
(IV) a change to the terms dealing with the requirements for VPS
Noteholders' consent set out in paragraph 11 under "Other Relevant
Terms" of this Pricing Supplement; or
(V) the sanctioning of any scheme or proposal described in
paragraph 11(a)(i)(A)(VIII) under "Other Relevant Terms" of this
Pricing Supplement; or
(VI) alteration of paragraph 11(a)(iii)(A) or paragraph
11(a)(iv)(A) under "Other Relevant Terms" of this Pricing
Supplement.
(B) Any matter not covered by paragraph 11(a)(iii)(A) under
"Other Relevant Terms" of this Pricing Supplement above shall
require the consent of VPS Noteholders representing more than 50
percent of the aggregate nominal amount of the Voting VPS Notes for
the time being outstanding for which VPS Noteholders are voting at
a VPS Noteholders' Meeting or for which VPS Noteholders reply in a
Written Procedure.
(C) For the purpose of paragraph 11 under "Other Relevant Terms"
of this Pricing Supplement, "outstanding", means all the VPS Notes
to the extent not redeemed or otherwise discharged.
(iv) Quorum:
(A) A quorum at a VPS Noteholders' Meeting or in respect of a
Written Procedure only exists if one or more VPS Noteholders
representing at least two-thirds in aggregate nominal amount of the
Voting VPS Notes for the time being outstanding in case of a matter
pursuant to paragraph 11(a)(iii)(A) under "Other Relevant Terms" of
this Pricing Supplement, and otherwise if 50 percent of the
aggregate nominal amount of the Voting VPS Notes for the time being
outstanding:
(I) if at a VPS Noteholders' Meeting, attend the meeting in
person or by telephone conference (or appear through duly
authorised representatives); or
(II) if in respect of a Written Procedure, reply to the request.
(B) VPS Notes held by the Issuer or any of its subsidiaries
shall not be taken into account when determining whether the
required quorum has been met according to paragraph 11(a)(iv) or
paragraph 11(d)(ii) under "Other Relevant Terms" of this Pricing
Supplement.
(C) No resolution may be passed if it is clear that that
resolution is likely to give certain VPS Noteholders or others an
undue advantage over other VPS Noteholders.
(v) Any decision which extends or increases the obligations of
the Issuer or the VPS Agent or limits, reduces or extinguishes the
rights or benefits of the Issuer or the VPS Agent under the
Conditions shall be subject to the consent of the Issuer or the VPS
Agent, as applicable.
(vi) Decisions binding on all VPS Noteholders and information to VPS Noteholders:
(A) A matter decided at a duly convened and held VPS
Noteholders' Meeting or by way of Written Procedure is binding on
all VPS Noteholders, irrespective of them being present or
represented at the Noteholders' Meeting or responding in the
Written Procedure. The VPS Noteholders that have not adopted or
voted for a decision shall not be liable for any damages that this
may cause other VPS Noteholders.
(B) Information about decisions taken at a VPS Noteholders'
Meeting or by way of a Written Procedure shall promptly be notified
to the VPS Noteholders, provided that a failure to do so shall not
invalidate any decision made or voting result achieved. The minutes
from the relevant VPS Noteholders' Meeting or Written Procedure
shall at the request of a VPS Noteholder be sent to it by the
Issuer.
(vii) Minutes shall be made of all resolutions and proceedings
at every VPS Noteholders' Meeting or Written Procedure and, if
purporting to be signed by the chairman of that meeting or of the
next succeeding meeting, shall be conclusive evidence of the
matters in them. Until the contrary is proved, every meeting for
which minutes have been so made and signed shall be deemed to have
been duly convened and held and all resolutions passed or
proceedings transacted at it to have been duly passed and
transacted.
(b) VPS Noteholders' Meeting
(i) Attendance at a VPS Noteholders' Meeting:
(A) At the VPS Noteholders' Meeting, each VPS Noteholder must
document its holdings of VPS Notes by presenting a custody account
statement from Euronext VPS or an authorised account institution
evidencing that such VPS Noteholder was registered as a VPS
Noteholder on the Business Day specified in the notice to convene a
VPS Noteholders' Meeting pursuant to term 11(b)(iii) under "Other
Relevant Terms" of this Pricing Supplement or by providing other
proof satisfactory to the chairman of the VPS Noteholders' Meeting.
The following may attend and speak at a VPS Noteholders'
Meeting:
(I) VPS Noteholders and proxies;
(II) any beneficial owners of the VPS Notes having presented
relevant evidence satisfactory to the chairman of the VPS
Noteholders' Meeting;
(III) any representative of the VPS Noteholders;
(IV) the chairman; and
(V) the Issuer and the VPS Agent (through their respective
representatives) and their respective financial and legal
advisers.
No one else may attend or speak.
(ii) The chairman of the VPS Noteholders' Meeting shall be such
person as the Issuer may nominate or, if no nomination is made, the
person elected by the VPS Noteholders present at such meeting.
(iii) Convening a VPS Noteholders' Meeting:
(A) The Issuer may at any time, and shall, if so requested by
one or more VPS Noteholders representing at least 10 percent of the
aggregate nominal amount of the Voting VPS Notes for the time being
outstanding convene a VPS Noteholders' Meeting or initiate a
Written Procedure. The Issuer may refrain from convening a VPS
Noteholders' Meeting or instigating a Written Procedure if (i) the
suggested decision must be approved by any person in addition to
the VPS Noteholders and such person has informed the Issuer that an
approval will not be given, or (ii) the suggested decision is not
in accordance with applicable laws.
(B) The Issuer shall call the VPS Noteholders by notice
containing the subject of such meeting to each VPS Noteholders'
Meeting no later than 14 days after having received a request to
convene such VPS Noteholders' Meeting from the VPS Noteholders. If
the Issuer does not call the VPS Noteholders' Meeting within the
deadline, the VPS Noteholders shall be entitled to call the VPS
Noteholders' Meeting. The notice to convene a VPS Noteholders'
Meeting shall be sent to each such person who is registered as a
VPS Noteholder on the date on which the notice is sent.
(iv) The notice given pursuant to paragraph 11(b)(iii) above
under "Other Relevant Terms" of this Pricing Supplement shall
include the following:
(A) time for the VPS Noteholders' Meeting, which must be at
least 21 days, but not more than 30 days after the notice to the
VPS Noteholders;
(B) location of the VPS Noteholders' Meeting;
(C) a specification of the Business Day(s) on which a person
must be registered as a VPS Noteholder in order to be entitled to
exercise voting rights;
(D) agenda for the meeting (including each request for a
decision by the VPS Noteholders); and
(E) a form of power of attorney.
Only matters that have been included in the notice may be
resolved upon at the VPS Noteholders' Meeting.
Should prior notification by the VPS Noteholders be required in
order to attend the VPS Noteholders' Meeting, such requirement
shall be included in the notice.
(c) Written Procedure
(i) Instigating a Written Procedure:
(A) The Issuer may instigate a Written Procedure at any time by
sending a communication to each such person who is registered as a
VPS Noteholder on the date on which the communication is sent.
(B) A communication made pursuant to paragraph 11(c)(i)(A) under
"Other Relevant Terms" of this Pricing Supplement shall include the
following:
(I) each request for a decision by the VPS Noteholders;
(II) a description of the reasons for each request;
(III) a specification of the Business Day(s) on which a person
must be registered as a VPS Noteholder in order to be entitled to
exercise voting rights;
(IV) instructions and directions on replying to the request
(including a form for such reply containing an option to vote yes
or no for each request) as well as a form of power of attorney;
and
(V) the stipulated time period within which the VPS Noteholder
must reply to the request (such time period to last at least 8
Business Days from the date of the communication referenced in
paragraph 11(c)(i)(A) under "Other Relevant Terms" of this Pricing
Supplement).
If the voting shall be made electronically, instructions for
such voting shall be included in the communication.
(ii) When the requisite majority of consents of the principal
amount of the VPS Notes outstanding pursuant to paragraph
11(b)(iii) above under "Other Relevant Terms" of this Pricing
Supplement have been received in a Written Procedure, the relevant
decision shall be deemed to be adopted pursuant to paragraph
11(b)(iii) under "Other Relevant Terms" of this Pricing Supplement
even if the time period for replies in the Written Procedure has
not yet expired.
(d) Repeated VPS Noteholders' Meeting or Written Procedure
(i) Convening a repeated VPS Noteholders' Meeting or Written Procedure:
(A) Even if the necessary quorum set out in paragraph 11(a)(iv)
under "Other Relevant Terms" of this Pricing Supplement is not
achieved, the VPS Noteholders' Meeting or Written Procedure, as
applicable, shall be held and voting completed for the purpose of
recording the voting results in the minutes of the VPS Noteholders'
Meeting or Written Procedure, as applicable. The Issuer or the
person who convened the initial VPS Noteholders' Meeting or Written
Procedure, as applicable, may, within 10 Business Days of that VPS
Noteholders' Meeting or Written Procedure, as applicable, convene a
repeated VPS Noteholders' Meeting or Written Procedure, with the
same agenda as the first VPS Noteholders' Meeting or Written
Procedure, as applicable.
(B) The provisions and procedures regarding a VPS Noteholders'
Meeting and a Written Procedure, as set out in paragraph 11 under
"Other Relevant Terms" of this Pricing Supplement shall apply
mutatis mutandis to a repeated VPS Noteholders' Meeting or Written
Procedure, with the exception of the quorum requirements set out in
paragraph 11(a)(iv) under "Other Relevant Terms" of this Pricing
Supplement. A notice to convene for a repeated VPS Noteholders'
Meeting or Written Procedure, as applicable, shall also contain the
voting results obtained in the initial VPS Noteholders' Meeting or
Written Procedure, as applicable.
(C) A repeated VPS Noteholders' Meeting or Written Procedure, as
applicable, may only be convened once for each initial VPS
Noteholders' Meeting or Written Procedure, as applicable. A
repeated VPS Noteholders' Meeting or Written Procedure, as
applicable, may be convened pursuant to the procedures of a Written
Procedure in accordance with paragraph 11(c) under "Other Relevant
Terms" of this Pricing Supplement, even if the initial meeting was
held pursuant to the procedures of a VPS Noteholders' Meeting in
accordance with paragraph 11(b) under "Other Relevant Terms" of
this Pricing Supplement and vice versa.
(ii) The quorum at any such repeated VPS Noteholder's Meeting or
Written Procedure, as applicable, is one or more persons being or
representing VPS Noteholders whatever the principal amount of the
VPS Notes so held or represented, unless the business of such
meeting includes consideration of a matter pursuant to paragraph
11(a)(iii)(A) under "Other Relevant Terms" of this Pricing
Supplement, in which case the quorum shall be one or more persons
being or representing VPS Noteholders in principal amount of not
less than one-third in aggregate nominal amount of the Voting VPS
Notes for the time being outstanding for which VPS Noteholders are
voting at a VPS Noteholders' Meeting or for which VPS Noteholders
reply in a Written Procedure in accordance with the instructions
given pursuant to paragraph 11(c) under "Other Relevant Terms" of
this Pricing Supplement.
(e) Representative
Other than to the extent referred to in paragraph
11(a)(i)(A)(VII) under "Other Relevant Terms" of this Pricing
Supplement, no trustee, agent or representative of the VPS
Noteholders will be appointed.
(f) Modification of VPS Notes
The Issuer may make, without the consent of the VPS
Noteholders:
(i) any modification to the VPS Notes and/or the Conditions to correct a manifest error; or
(ii) any modification to the VPS Notes and/or the Conditions
which, in the sole opinion of the Issuer, is not prejudicial to the
interests of the VPS Noteholders.
Subject as provided in the Conditions, no other modification may
be made to the VPS Notes or the Conditions except with the sanction
of a VPS Noteholders' Meeting in accordance with the procedure set
out in paragraph 11(b) under "Other Relevant Terms" of this Pricing
Supplement or a Written Procedure in accordance with the procedure
set out in paragraph 11(c) under "Other Relevant Terms" of this
Pricing Supplement.
Any such modification shall be binding on the VPS Noteholders
and any such modification shall be notified to the VPS Noteholders
in accordance with Condition 15 as modified by paragraph 21 under
"Terms and Conditions" of this Pricing Supplement as soon as
practicable thereafter.
Recent Developments
On September 26, 2022, the Board of Governors of the
Inter-American Development Bank (IDB) resolved that Mr. Mauricio
Claver-Carone would cease to hold the office of President of the
Bank, effective on that day. In accordance with the Bank's Charter,
the Executive Vice President, Reina Irene Mejía Chacón, is serving
as President a.i. until a new President is elected. The election
will be conducted as per the Bank's Charter and the Regulations for
the Election of the President of the Bank and will take place
during a Special Meeting for the Election to be held in sessions
taking place on two days: November 13, 2022 and November 20, 2022.
The first voting session shall take place on November 20, 2022.
Governors will be able to nominate candidates until November 11,
2022.
Additional Information Regarding the Notes
1. Use of Proceeds
An amount equal to the net proceeds of the issue of IDB EYE
Bonds (which proceeds may be converted into other currencies) shall
be recorded by the Bank in a separate sub-account supporting
Eligible Projects. These proceeds will be invested in accordance
with the Bank's conservative liquidity investment guidelines until
used to support the Bank's financing of Eligible Projects. So long
as EYE Bonds are outstanding and the account has a positive
balance, the Bank shall direct an amount equal to such net proceeds
to its lending projects within the fields of Education, Youth, and
Employment, subject to and in accordance with the Bank's policies.
As disbursements are made for Eligible Projects, corresponding
amounts from the account are allocated to the lending pool on a
semi-annual basis.
"Eligible Projects" means all projects funded, in whole or in
part, by the Bank that promote early childhood care and education,
through formal primary and secondary education, or facilitate labor
market placement by improving the transition from school to work
through vocational training. Eligible Projects may include projects
in Latin America and the Caribbean that target (a) early childhood
development, effective teaching and learning among children and
youth ("Education Projects"), (b) early childhood care and
youth-at-risk programs ("Youth Projects") or (c) labor
intermediation systems, job opportunities and workforce skills
("Employment Projects").
Examples of Education Projects include, without limitation:
-- Early childhood development programs
-- Primary education programs, which includes teacher training,
bilingual education, literacy, math and science education and
school infrastructure
-- Secondary education programs, which includes programs
directed to improving retention and graduation, developing teaching
and learning methods and providing assistance to disadvantaged
children
-- Compensatory education programs
-- Teacher education and effectiveness programs
-- E-education programs
Examples of Youth Projects include, without limitation:
-- Support for parents and caregivers to improve quality of child care
-- Youth-At-Risk programs which support interventions, policy
design, and/or impact evaluations to benefit at-risk youth
Examples of Employment Projects include, without limitation:
-- School-to-Work transition programs
-- Vocational and technical education programs
-- Human resources and workforce development programs
-- Labor intermediation systems
-- Vocational and Workforce training programs, directed at
improving social and labor acclimation for youth, unemployed adults
and active workers
The above examples of Education Projects, Youth Projects and
Employment Projects are for illustrative purposes only and no
assurance can be provided that disbursements for projects with
these specific characteristics will be made by the Bank during the
term of the Notes.
2. Matters relating to MiFID II
The Bank does not fall under the scope of application of the
MiFID II regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of MiFID II.
MiFID II product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
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, including investment advice, portfolio management,
non-advised sales and pure execution services, subject to the
distributor's suitability and appropriateness obligations under
MiFID II, as applicable . Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into
consideration the EU manufacturer's 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 manufacturer's target
market assessment) and determining appropriate distribution
channels, subject to the distributor's suitability and
appropriateness obligations under MiFID II, as applicable.
For the purposes of this provision, the expression "EU
manufacturer" means the Dealer and the expression "MiFID II" means
Directive 2014/65/EU, as amended.
INTER-AMERICAN DEVELOPMENT BANK
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