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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