TIDM42BI
RNS Number : 2112Q
Inter-American Development Bank
16 February 2023
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 815
Tranche No.: 4
IDR 461,000,000,000 5.100 percent Notes due November 17, 2026
(the "Notes") as from February 16, 2023, to be consolidated and
form a single series with the Bank's
IDR 750,000,000,000 5.100 percent Notes due November 17, 2026,
issued on November 17, 2021 (the "Series 815 Tranche 1 Notes"), the
Bank's IDR 289,000,000,000 5.100 percent Notes due November 17,
2026, issued on December 17, 2021 (the "Series 815 Tranche 2
Notes") and the Bank's IDR 400,000,000,000 5.100 percent Notes due
November 17, 2026, issued on April 25, 2022 (the "Series 815
Tranche 3 Notes").
payable in United States Dollars
Issue Price: 100.936 percent plus 91 days' accrued interest
Application has been made for the Notes to be admitted to the
Official List of the Financial Conduct Authority and to trading on
the London Stock Exchange plc's UK Regulated Market
TD Securities
The date of this Pricing Supplement is as of February 13,
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.
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.: 815
Tranche No.: 4
2. Aggregate Principal Amount: IDR 461,000,000,000
As from the Issue Date, the Notes
will be consolidated and form
a single series with the Series
815 Tranche 1 Notes, the Series
815 Tranche 2 Notes and the Series
815 Tranche 3 Notes
3. Issue Price: IDR 471,176,606,575 which amount
represents the sum of (a) 100.936
percent of the Aggregate Principal
Amount plus (b) the amount of
IDR 5,861,646,575 representing
91 days' accrued interest, inclusive.
The Issue Price will be payable
in USD in the amount of USD 31,665,094.53
at the agreed rate of 14,880 IDR
per one USD.
4. Issue Date: February 16, 2023
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 9(c) of "Other Relevant
Terms" below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): IDR 10,000,000 and integral multiples
thereof
8. Specified Currency
(Condition 1(d)): The lawful currency of the Republic
of Indonesia ("Indonesian Rupiah"
or "IDR"), provided that all payments
in respect of the Notes will be
made in United States Dollars
("U.S.$" or "USD")
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): USD
10. Specified Interest Payment
Currency USD
(Conditions 1(d) and 7(h)):
11. Maturity Date November 17, 2026
(Condition 6(a); Fixed The Maturity Date is subject to
Interest Rate): 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)), as amended and supplemented
below, shall apply to the Notes.
13. Interest Commencement Date
(Condition 5(III)): November 17, 2022
14. Fixed Interest Rate (Condition
5(I)):
(a) Calculation Amount (if IDR 10,000,000
different than Principal
Amount of the Note):
(b) Interest Rate: 5.100 percent per annum
(c) Fixed Rate Interest Annually on each November 17,
Payment Date(s): commencing on November 17, 2023
and ending on, and including,
the Maturity Date.
Each Fixed Rate Interest Payment
Date is subject to the Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated.
(d) Business Day Convention: Following Business Day Convention
(e) Fixed Rate Day Count
Fraction(s): Actual/Actual ICMA
(f) Calculation of Interest As soon as practicable and in
Amount: accordance with the procedure
specified herein, the Calculation
Agent will determine the Reference
Rate (as defined below) and calculate
the amount of interest payable
(the "Interest Amount") with respect
to each Calculation Amount on
the relevant Interest Payment
Date.
The Interest Amount payable on
any Interest Payment Date shall
be a USD amount calculated on
the relevant Rate Fixing Date
(as defined below) as follows:
5.100% multiplied by the Calculation
Amount
multiplied by
the Fixed Rate Day Count Fraction
divided by
the Reference Rate
(and rounding, if necessary, the
entire resulting figure to the
nearest two decimal places, with
USD 0.005 being rounded upwards).
The "Reference Rate" means, in
respect of a Rate Fixing Date,
the rate determined by the Calculation
Agent that is equal to the USD/IDR
weighted average spot rate in
the interbank market, based on
traded USD/IDR spot foreign exchange
transactions during a specified
time period which are captured
on a real time basis, expressed
as the amount of IDR per one USD,
for settlement in two Fixing Business
Days, as published by the Bank
Sentral Republik Indonesia ("Bank
Indonesia") as the "Jakarta Interbank
Spot Dollar Rate USD - IDR", which
appears on Bank Indonesia's website
(www.bi.go.id), or as published
on Refinitiv Screen JISDOR Page
(or any replacement page or replacement
service as may be implemented
for the purposes of displaying
the USD/IDR weighted average spot
rate), or as otherwise made available
by Bank Indonesia (or its successor
as administrator), at approximately
10:00 a.m., Jakarta time, on the
relevant Rate Fixing Date . Fallback
Provisions apply as set out below.
The "Rate Fixing Date" means the
date that is five (5) Fixing Business
Days prior to the applicable Fixed
Rate Interest Payment Date or
Maturity Date, as the case may
be. The Rate Fixing Date shall
be subject to adjustment as follows:
if the scheduled date of the Rate
Fixing Date is not a Relevant
Business Day, then the Rate Fixing
Date will be the first preceding
day that is a Relevant Business
Day.
"Fixing Business Day" means a
day (other than a Saturday or
a Sunday) on which banks and foreign
exchange markets are open for
business in Jakarta.
"Fallback Provisions": Should
no USD/IDR weighted average spot
rate appear on Bank Indonesia's
website (www.bi.go.id) as the
"Jakarta Interbank Spot Dollar
Rate USD - IDR", or on Refinitiv
Screen JISDOR Page (or on such
replacement page or replacement
service as described above), or
be otherwise made available by
Bank Indonesia (or its successor
as administrator), on the Rate
Fixing Date, then the Reference
Rate for such Rate Fixing Date
shall be determined by the Calculation
Agent by requesting quotations
for the mid USD/IDR spot foreign
exchange rate from five banks
active in the USD/IDR currency
and foreign exchange markets as
selected by the Calculation Agent
(such banks, the "Reference Banks")
either (i) at or about 10:00 a.m.
Jakarta time on the first day
(other than a Saturday or a Sunday)
following the Rate Fixing Date,
if such day is a Relevant Business
Day or (ii) at or about 10:00
a.m. Jakarta time on the Rate
Fixing Date, if the first day
(other than a Saturday or a Sunday)
following the Rate Fixing Date
is not a Relevant Business Day.
If five or four quotations are
provided by Reference Banks as
requested, the Reference Rate
shall be the arithmetic mean (rounded
to the nearest whole IDR, with
IDR 0.5 being rounded upwards)
of the remaining three or two
such quotations (expressed as
the number of IDR per one USD),
as the case may be, after disregarding
the highest quotation and the
lowest quotation; provided, that
if two or more such quotations
are the highest such quotations,
then only one of such quotations
shall be disregarded; and provided
further, that if two or more such
quotations are the lowest such
quotations, then only one of such
lowest quotations shall be disregarded.
If only three or two quotations
are provided as requested, the
Reference Rate shall be the arithmetic
mean (rounded to the nearest whole
IDR, with IDR 0.5 being rounded
upwards) of such quotations (expressed
as the number of IDR per one USD).
If only one or no quotations are
provided as requested, or if the
Calculation Agent determines in
its sole discretion that no suitable
Reference Banks active in the
USD/IDR currency or foreign exchange
markets will provide quotations,
the Calculation Agent shall be
entitled to calculate the Reference
Rate acting in good faith in a
commercially reasonable manner,
having taken into account relevant
market practice, by reference
to such additional sources as
it deems appropriate; and in such
case the Calculation Agent shall
notify the Bank and the Global
Agent as soon as reasonably practicable
that the Reference Rate is to
be so determined.
(g) Calculation Agent: The Toronto-Dominion Bank, Toronto
In relation to the Rate Fixing
Date, as soon as is reasonably
practicable after the determination
of the Reference Rate in relation
thereto, on the date on which
the relevant Reference Rate is
to be determined (or, if such
date is not a Relevant Business
Day, then on the next succeeding
Relevant Business Day), the Calculation
Agent shall notify the Issuer
and the Global Agent of the Reference
Rate, and the Interest Amount,
and the Redemption Amount or Early
Redemption Amount, as the case
may be, in relation thereto.
All determinations of the Calculation
Agent shall (in the absence of
manifest error) be final and binding
on all parties (including, but
not limited to, the Bank and the
Noteholders) and shall be made
in its sole discretion in good
faith and in a commercially reasonable
manner in accordance with a calculation
agent agreement between the Bank
and the Calculation Agent.
(h) Notification: If the Interest Amount payable
on any Fixed Rate Interest Payment
Date or the Redemption Amount,
as the case may be, is calculated
in any manner other than by utilizing
the USD/IDR reference rate that
appears on Bank Indonesia's website
(www.bi.go.id), or on Refinitiv
Screen JISDOR Page ( or on such
replacement page as described
above ), or as otherwise made
available by Bank Indonesia (or
its successor as administrator),
the Global Agent on behalf of
the Bank shall give notice as
soon as reasonably practicable
to the Noteholders in accordance
with Condition 14 (Notices).
15. Relevant Financial Center: New York, London and Jakarta
16. Relevant Business Day: New York, London and Jakarta
17. Redemption Amount (Condition The Redemption Amount with respect
6(a)): to each Calculation Amount will
be a USD amount calculated by
the Calculation Agent as of the
Rate Fixing Date with respect
to the Maturity Date as follows:
Calculation Amount
divided by
the Reference Rate
(and rounding, if necessary, the
entire resulting figure to the
nearest 2 decimal places, with
USD 0.005 being rounded upwards).
18. Issuer's Optional Redemption
(Condition 6(e)): No
19. Redemption at the Option
of the Noteholders (Condition No
6(f)):
20. Early Redemption Amount
(including accrued interest, In the event the Notes become
if applicable) (Condition due and payable as provided in
9): Condition 9 (Default), the Early
Redemption Amount with respect
to each Calculation Amount will
be a USD amount equal to the Redemption
Amount that is determined in accordance
with "17. Redemption Amount" plus
accrued and unpaid interest, if
any, as determined in accordance
with "14. Fixed Interest Rate
(Condition 5(I))"; provided, that
for purposes of such determination,
the "Rate Fixing Date" shall be
the date that is five Fixing Business
Days prior to the date upon which
the Notes become due and payable
as provided in Condition 9 (Default).
21. Governing Law: New York
Other Relevant Terms
1. Listing: Application has been made for
the Notes to be admitted to the
Official List of the Financial
Conduct Authority and to trading
on the London Stock Exchange plc's
UK Regulated Market.
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance Euroclear Bank SA/NV and Clearstream
and Banking S.A.
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 1.875% of the Aggregate Principal
Amount, comprising a combined
management and underwriting commission
of 0.25% and a selling concession
of 1.625%
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
the London Stock Exchange listing
fees, if applicable.
6. Codes:
(a) Common Code: 240674947
(b) ISIN: XS2406749478
7. Identity of Dealer: The Toronto-Dominion Bank
8. Provision for Registered
Notes:
(a) Individual Definitive
Registered Notes Available No
on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global Yes, issued in accordance with
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. 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.
(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) Indonesia: The Notes are not and will not
be registered with the Financial
Services Authority previously
known as the Capital Market and
Financial Institutions Supervisory
Agency (the "OJK") in Indonesia.
As such, the Notes (including
the distribution and dissemination
of the Pricing Supplement, other
written materials either through
advertisements or other media
authorized) are not authorized
by the OJK for their sale by public
offering in the Indonesian territory
and/or to Indonesian entities
or residents in the Indonesian
territory in circumstances which
constitute a public offering of
securities under the Indonesian
Law No. 8/1995 regarding Capital
Markets. Likewise, the Notes and
the Pricing Supplement have not
been reviewed, registered or authorized
by the Central Bank (Bank Indonesia)
for their distribution through
banking institutions in Indonesia.
As such, the Dealer represents
and agrees that (a) it has not
offered or sold and will not offer
or sell any Notes in the Republic
of Indonesia or to Indonesian
nationals, corporates or residents
including by way of invitation,
offering or advertisement, and
(b) it has not distributed, and
will not distribute, the Prospectus,
the Pricing Supplement, or any
other offering material relating
to the Notes in the Republic of
Indonesia, or to Indonesian nationals,
corporates or residents, in a
manner which constitutes a public
offering of the Notes under the
laws and regulations of the Republic
of Indonesia.
(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 on the Sale of
Investment Products and MAS Notice
FAA-N16: Notice on Recommendations
on Investment Products) .
(e) 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.
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.
General Information
Additional Information Regarding the Notes
1. 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.
2. Additional Investment Considerations:
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.
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 the 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.
Payment of each Interest Amount and the Redemption Amount will
be based on the Reference Rate, which is a measure of the rate of
exchange between the Indonesian Rupiah and the USD. Currency
exchange rates are volatile and will affect the holder's return. In
addition, the government of Indonesia can from time to time
intervene in the foreign exchange market. These interventions or
other governmental actions could adversely affect the value of the
Notes, as well as the yield (in USD terms) on the Notes and the
amount payable at maturity or upon acceleration. Even in the
absence of governmental action directly affecting currency exchange
rates, political or economic developments in Indonesia or elsewhere
could lead to significant and sudden changes in the exchange rate
between the Indonesian Rupiah and the USD.
The Indonesian Rupiah is an emerging market currency. Emerging
market currencies may be subject to particularly substantial
volatility, as well as to government actions including currency
controls, devaluations and other matters which could materially and
adversely affect the value of the Notes.
The methodologies for determining the Reference Rate may result
in a Redemption Amount (or Early Redemption Amount, as the case may
be) of the Notes, or an Interest Amount on the Notes, being
significantly less than anticipated or less than what an
alternative methodology for determining the IDR-USD exchange rate
would yield.
3. United Stated Federal Income Tax Matters:
The following supplements the discussion under the "Tax Matters"
section of the Prospectus regarding the U.S. federal income tax
treatment of the Notes, and is subject to the limitations and
exceptions set forth therein. Any tax disclosure in the Prospectus
or this Pricing Supplement is of a general nature only, is not
exhaustive of all possible tax considerations and is not intended
to be, and should not be construed to be, legal, business or tax
advice to any particular prospective investor. Each prospective
investor should consult its own tax advisor as to the particular
tax consequences to it of the acquisition, ownership, and
disposition of the Notes, including the effects of applicable U.S.
federal, state, and local tax laws and non-U.S. tax laws and
possible changes in tax laws.
Because the Notes are denominated in the Indonesian Rupiah, a
United States holder of the Notes will generally be subject to
special United States federal income tax rules governing foreign
currency transactions, as described in the Prospectus in the last
four paragraphs of "-Payments of Interest" under the "United States
Holders" section. Pursuant to such rules, a United States holder
should determine amounts received with respect to a Note (including
principal and interest) by reference to the U.S. dollar value of
the Indonesian Rupiah amount of the payment, calculated at the
currency exchange rate in effect on the date of payment. The U.S.
dollar amount that is actually received by the United States holder
may differ from the amount determined under the preceding sentence,
since the U.S. dollar amount of the payment will be determined by
reference to the Reference Rate as of the relevant Rate Fixing
Date. Accordingly, a United States holder of the Notes may
recognize United States source foreign currency gain or loss in an
amount equal to such difference (in addition to any foreign
currency gain or loss otherwise recognized upon the receipt of an
interest payment or a sale or retirement of the Notes). The U.S.
Internal Revenue Service could take the position, however, that
the
amounts received by a United States holder in respect of a Note
should be equal to the U.S. dollar amount that is actually received
by the United States holder. Prospective United States holders of
the Notes should consult their tax advisors regarding these
rules.
INTER-AMERICAN DEVELOPMENT BANK
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END
IODUNSBROUUUAAR
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