TIDM42BI
RNS Number : 2140Q
Inter-American Development Bank
16 February 2023
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 857
HKD 400,000,000 3.499 percent Notes due February 16, 2026 (the
"Notes")
Issue Price: 100.000 percent
No application has been made to list the Notes on any stock
exchange.
Morgan Stanley
The date of this Pricing Supplement is 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.: 857
2. Aggregate Principal Amount: HKD 400,000,000
3. Issue Price: HKD 400,000,000.00, which is 100.000
percent of the Aggregate Principal
Amount
4. Issue Date: February 16, 2023
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)): HKD 1,000,000.00
8. Specified Currency
(Condition 1(d)): Hong Kong Dollar ("HKD")
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): HKD
10. Specified Interest Payment
Currency HKD
(Conditions 1(d) and 7(h)):
11. Maturity Date
(Condition 6(a); Fixed
Interest Rate and Zero Coupon): February 16, 2026
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 (February 16, 2023)
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.499 percent per annum
(b) Fixed Rate Interest Annually in arrear on February
Payment Date(s): 16 in each year, commencing on
February 16, 2024 and ending on
the Maturity Date.
Each Fixed Rate Interest Payment
Date is subject to adjustment
in accordance with the Business
Day Convention.
(c) Business Day Convention: Modified Following Business Day
Convention
(d) Fixed Rate Day Count Actual/365 (Fixed)
Fraction(s):
15. Relevant Financial Center: Hong Kong, New York and London
16. Relevant Business Days: Hong Kong, New York and London
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 HKD 1,000,000.00 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: No commissions or concessions
are payable in respect of the
Notes.
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: 258516605
(b) ISIN: XS2585166056
7. Identity of Dealer: Morgan Stanley & Co. International
plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than March 28, 2023,
which is the date that is 40 (forty)
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) Hong Kong:
The Dealer has not offered or
sold and will not offer or sell
in Hong Kong, by means of any
document, any Notes other than
(i) to "professional investors"
as defined in the Securities and
Futures Ordinance (Cap. 571) of
Hong Kong and any rules made under
that Ordinance; or (ii) in other
circumstances which do not result
in the document being a "prospectus"
as defined in the Companies (Winding
Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong
or which do not constitute an
offer to the public within the
meaning of that Ordinance; and
The Dealer has not issued or had
in its possession for the purposes
of issue, and will not issue or
have in its possession for the
purposes of issue, whether in
Hong Kong or elsewhere, any advertisement,
invitation or document relating
to the Notes, which is directed
at, or the contents of which are
likely to be accessed or read
by, the public of Hong Kong (except
if permitted to do so under the
securities laws of Hong Kong)
other than with respect to the
Notes which are or are intended
to be disposed of only to persons
outside Hong Kong or only to "professional
investors" as defined in the Securities
and Futures Ordinance (Cap. 571)
of Hong Kong and any rules made
under that Ordinance.
(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
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.
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. 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.
INTER-AMERICAN DEVELOPMENT BANK
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IODUNAWROWUUAAR
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