TIDM42BI
RNS Number : 0733S
Inter-American Development Bank
06 March 2023
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 865
GBP 400,000,000 4.000 percent Notes due December 17, 2029 (the
"Notes")
Issue Price: 99.176 percent
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
Barclays
Deutsche Bank
HSBC
The date of this Pricing Supplement is March 2, 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.
MiFID II and UK MiFIR product governance / Retail investors,
professional investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to MiFID II and 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), these are the only terms that form part of the
form of Notes for such issue.
1. Series No.: 865
2. Aggregate Principal Amount: GBP 400,000,000
3. Issue Price: GBP 396,704,000, which is 99.176
percent of the Aggregate Principal
Amount.
4. Issue Date: March 6, 2023
5. Form of Notes
(Condition 1(a)): Registered only, as further
provided in paragraph 8(c)
of "Other Relevant Terms" below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): GBP 1,000 and integral multiples
thereof
8. Specified Currency
(Condition 1(d)): Pound sterling ("GBP") being
the lawful currency of the
United Kingdom of Great Britain
and Northern Ireland
9. Specified Principal Payment
Currency GBP
(Conditions 1(d) and 7(h)):
10. Specified Interest Payment
Currency GBP
(Conditions 1(d) and 7(h)):
11. Maturity Date
(Condition 6(a); Fixed Interest December 17, 2029
Rate):
12. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
13. Interest Commencement Date
(Condition 5(III)): Issue Date (March 6, 2023)
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 4.000 percent per annum
(b) Fixed Rate Interest Payment Annually in arrear on December
Date(s): 17 in each year, commencing
with a short first coupon on
December 17, 2023, up to and
including the Maturity Date.
Each 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) Initial Broken Amount: GBP 31.34 per GBP 1,000 principal
amount
(e) Fixed Rate Day Count Fraction(s):
Actual/Actual (ICMA)
15. Relevant Financial Center: London and New York
16. Relevant Business Days: London and New York
17. Issuer's Optional Redemption
(Condition 6(e)): No
18. Redemption at the Option of
the Noteholders (Condition No
6(f)):
19. 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 with
effect from the Issue Date.
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: Yes
4. If Syndicated:
(a) Liability: Several and not joint
(b) Managers: Barclays Bank PLC
Deutsche Bank AG, London Branch
HSBC Bank plc
5. Commissions and Concessions: 0.02% of the Aggregate Principal
Amount
6. Estimated Total Expenses: The Managers have 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.
7. Codes:
(a) Common Code: 259403499
(b) ISIN: XS2594034998
8. Provisions 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 July
28, 2020, among the Bank, Citibank,
N.A., as Global Agent, and
the other parties thereto.
9. Intended to be held in a manner
which would allow Eurosystem Not Applicable
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: Each of the Managers 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) 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).
(d) Canada: Each of the Managers represents,
warrants and agrees that it
has not offered, sold or distributed
and will not offer, sell or
distribute any Notes, directly
or indirectly, in Canada or
to or for the benefit of any
resident of Canada, other than
in compliance with applicable
securities laws and, without
limiting the generality of
the foregoing: (a) any offer,
sale or distribution of the
Notes in Canada has and will
be made only to purchasers
that are (i) "accredited investors"
(as such term is defined in
section 1.1 of National Instrument
45-106 Prospectus Exemptions
("NI 45-106") or, in Ontario,
as such term is defined in
section 73.3(1) of the Securities
Act (Ontario)) and "permitted
clients" (as such term is defined
in section 1.1 of National
Instrument 31-103 Registration
Requirements, Exemptions and
Ongoing Registrant Obligations),
(ii) purchasing as principal,
or are deemed to be purchasing
as principal in accordance
with applicable Canadian securities
laws, and (iii) not a person
created or used solely to purchase
or hold the Notes as an "accredited
investor" as described in paragraph
(m) of the definition of "accredited
investor" in section 1.1 of
NI 45-106; (b) it is either
(i) appropriately registered
under applicable Canadian securities
laws in each relevant province
or territory to sell and deliver
the Notes, (ii) such sale and
delivery will be made through
an affiliate of it that is
so registered if the affiliate
is registered in a category
that permits such sale and
has agreed to make such sale
and delivery in compliance
with the representations, warranties
and agreements set out herein,
or (iii) it is relying on an
exemption from the dealer registration
requirements under applicable
Canadian securities laws and
has complied with the requirements
of that exemption and (c) it
has not and will not distribute
or deliver the Prospectus,
or any other offering material
in connection with any offering
of the Notes, in or to a resident
of Canada other than in compliance
with applicable Canadian securities
laws.
(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, each of the Managers
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
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 ("SDGs"), 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).
2. Matters relating to MiFID II and UK MiFIR
The Bank does not fall under the scope of application of either
the MiFID II or the UK MiFIR regime. Consequently, the Bank does
not qualify as an "investment firm", "manufacturer" or
"distributor" for the purposes of MiFID II or UK MiFIR.
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. 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.
For the purposes of this provision, the expression "EU
manufacturer" means Deutsche Bank AG, London Branch, and the
expression "MiFID II" means Directive 2014/65/EU, as amended.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of each
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 manufacturers' 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 manufacturers' target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK
manufacturers" means Barclays Bank PLC, Deutsche Bank AG, London
Branch and HSBC Bank plc, (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.
INTER-AMERICAN DEVELOPMENT BANK
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END
IODUNARROUUORUR
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