TIDM42BI
RNS Number : 8488H
Inter-American Development Bank
29 November 2022
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 851
AUD 12,285,000 3.44 percent Notes due November 25, 2025 (the
"Notes")
Issue Price: 99.990 percent
No application has been made to list the Notes on any stock
exchange.
Nomura International plc
The date of this Pricing Supplement is November 15, 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.
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.: 851
2. Aggregate Principal Amount: AUD 12,285,000
3. Issue Price: AUD 12,283,771.50, which is 99.990
percent of the Aggregate Principal
Amount
4. Issue Date: November 28, 2022
5. Form of Notes Bearer only.
(Condition 1(a)): The Notes will initially be represented
by a temporary global note in
bearer form (the "Temporary Bearer
Global Note"). Interests in the
Temporary Bearer Global Note will,
not earlier than the Exchange
Date, be exchangeable for interests
in a permanent global note in
bearer form (the "Permanent Bearer
Global Note"). Interests in the
Permanent Bearer Global Note will
be exchangeable for definitive
Notes in bearer form ("Definitive
Bearer Notes"), in the following
circumstances: (i) if the Permanent
Bearer Global Note is held on
behalf of a clearing system and
such clearing system is closed
for business for a continuous
period of fourteen (14) days (other
than by reason of holidays, statutory
or otherwise) or announces its
intention to permanently cease
business or does in fact do so,
by any such holder giving written
notice to the Global Agent; and
(ii) at the option of any such
holder upon not less than sixty
(60) days' written notice to the
Bank and the Global Agent from
Euroclear and Clearstream, Luxembourg
on behalf of such holder; provided,
that no such exchanges will be
made by the Global Agent, and
no Noteholder may require such
an exchange, during a period of
fifteen (15) days ending on the
due date for any payment of principal
on the Notes.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): AUD 1,000.00
8. Specified Currency
(Condition 1(d)): Australian Dollar ("AUD") being
the lawful currency of the Commonwealth
of Australia
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): AUD
10. Specified Interest Payment
Currency AUD
(Conditions 1(d) and 7(h)):
11. Maturity Date
(Condition 6(a); Fixed
Interest Rate and Zero Coupon): November 25, 2025
The Maturity Date is subject to
adjustment in accordance with
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))
13. Interest Commencement Date
(Condition 5(III)): Issue Date (November 28, 2022)
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.44 percent per annum
(b) Fixed Rate Interest Semi-annually in arrear on May
Payment Date(s): 25 and November 25 in each year,
commencing on May 25, 2023 and
ending on the Maturity Date.
There will be a short first Interest
Period from and including the
Issue Date to but excluding May
25, 2023.
An amount of AUD 17.20 per Authorized
Denomination is payable on each
Fixed Rate Interest Payment Date,
except that the Initial Broken
Amount is payable on May 25, 2023.
Each Fixed Rate Interest Payment
Date is subject to adjustment
in accordance with the Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated.
(c) Business Day Convention: Following Business Day Convention
(d) Initial Broken Amount AUD 16.91
(e) Fixed Rate Day Count
Fraction(s): 30/360
15. Relevant Financial Center: London, New York and Sydney
16. Relevant Business Days: London, New York and Sydney
17. Issuer's Optional Redemption
(Condition 6(e)): No
18. Redemption at the Option
of the Noteholders (Condition No
6(f)):
19. Early Redemption Amount
(including accrued interest,
if applicable) (Condition In the event the Notes become
9): due and payable as provided in
Condition 9 (Default), the Early
Redemption Amount with respect
to each Authorized Denomination
will be AUD 1,000.00 plus accrued
and unpaid interest, if any, as
determined in accordance with
"14. Fixed Interest Rate (Condition
5(I))".
20. Governing Law: New York
Other Relevant Terms
1. Listing: None
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance Euroclear Bank SA/NV and/or Clearstream
and Banking S.A.
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 1.34 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.
6. Codes:
(a) Common Code: 255092871
(b) ISIN: XS2550928712
7. Identity of Dealer: Nomura International plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than January 8, 2023,
which is the date that is 41 (forty-one)
days after the Issue Date.
(b) Permanent Global Note: Yes
(c) Definitive Bearer Notes: No, except in the limited circumstances
described under "Form of Notes"
herein and in the Prospectus
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.
Notes in bearer form are subject
to U.S. tax law requirements and
may not be offered, sold or delivered
within the United States or its
possessions or to U.S. persons,
except in certain circumstances
permitted by U.S. tax regulations.
(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) Commonwealth of Australia:
The Dealer is neither a bank nor
an authorized deposit-taking institution
which is authorized under the
Banking Act 1959 of Australia.
The Dealer is engaged in connection
with the issuance of the Notes
solely for the purposes of transactions
outside Australia and with persons
who are not resident or located
in Australia. The Dealer represents
and agrees that it:
* has not (directly or indirectly) offered or invited
applications, and will not offer or invite
applications, for the issue, sale or purchase of the
Notes in Australia (including an offer or invitation
which is received by a person in Australia); and
* has not distributed or published, and will not
distribute or publish, the Prospectus or any other
offering material or advertisement (including any
Pricing Supplement) relating to the Notes in
Australia.
The Dealer has not provided, and
will not provide, any financial
services (as defined in the Corporations
Act 2001 of Australia) in, or
into, Australia in connection
with the issuance of the Notes
and it has not engaged, and will
not engage, in any conduct intended
to induce persons who are resident
or located in Australia to use
the financial services the Dealer
provides.
(d) Japan:
The Dealer represents that it
is purchasing the Notes as principal
and has agreed that in connection
with the initial offering of Notes,
it has not offered or sold and
will not directly or indirectly
offer or sell any Notes in Japan
or to, or for the benefit of,
any resident of Japan (including
any Japanese corporation or any
other entity organized under the
laws of Japan), or to others for
re-offering or resale, directly
or indirectly, in Japan or to,
or for the benefit of, any resident
of Japan (except in compliance
with the Financial Instruments
and Exchange Law of Japan (Law
no. 25 of 1948, as amended) and
all other applicable laws and
regulations of Japan), and furthermore
undertakes that any securities
dealer to whom it sells any Notes
will agree that it is purchasing
the Notes as principal and that
it will not offer or sell any
N otes, directly or indirectly,
in Japan or to or for the benefit
of any resident of Japan (except
as aforesaid ).
(e) 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).
(f) General:
No action has been or will be
taken by the Bank 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. Use of Proceeds
An amount equal to the net proceeds of the issue of IADB EYE
Bonds (which proceeds may be converted into other currencies) shall
be recorded by IADB in a separate sub-account supporting Eligible
Projects. These proceeds will be invested in accordance with the
IADB's conservative liquidity investment guidelines until used to
support the IADB'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 IADB'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 IADB 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 IADB during the term
of the Notes.
2. 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.
3. Additional Investment Considerations:
There are significant risks associated with the Notes, including
but not limited to exchange rate risk, price risk and liquidity
risk. Investors should consult their own financial, legal,
accounting and tax 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.
The Bank may hedge its obligations under the Notes by entering
into a swap transaction with the Dealer, one of its affiliates or
other parties as swap counterparty. Assuming no change in market
conditions or any other relevant factors, the price, if any, at
which the Dealer or another purchaser might be willing to purchase
Notes in a secondary market transaction is expected to be lower,
and could be substantially lower, than the original issue price of
the Notes. This is due to a number of factors, including that (i)
the potential profit to the secondary market purchaser of the Notes
may be incorporated into any offered price and (ii) the cost of
funding used to value the Notes in the secondary market is expected
to be higher than our actual cost of funding incurred in connection
with the issuance of the Notes. In addition, the original issue
price of the Notes included, and secondary market prices are likely
to exclude, the projected profit that our swap counterparty or its
affiliates may realize in connection with this swap. Further, as a
result of dealer discounts, mark-ups or other transaction costs,
any of which may be significant, the original issue price may
differ from values determined by pricing models used by our swap
counterparty or other potential purchasers of the Notes in
secondary market transactions.
4. United States Federal Income Tax Matters
The Notes will not be treated as issued in registered form for
United States federal income tax purposes; therefore, the "Tax
Matters" section in the Prospectus does not apply to the Notes. A
United States holder that acquires Notes could be subject to
adverse tax consequences with respect to its ownership of the Notes
and should accordingly consult its tax advisor prior to acquiring
Notes.
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.
INTER-AMERICAN DEVELOPMENT BANK
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END
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