1.
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Series No.:
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945
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2.
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Aggregate Principal
Amount:
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U.S.$30,000,000
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3.
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Issue Price:
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U.S.$30,000,000, which is 100.00
percent of the Aggregate Principal Amount
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4.
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Issue Date:
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October 29, 2024
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5.
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Form of Notes
(Condition 1(a)):
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Registered only, as further provided in paragraph 8
of "Other Relevant Terms" below.
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6.
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New Global Note:
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No
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7.
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Authorized Denomination(s)
(Condition 1(b)):
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U.S.$10,000 and integral multiples
thereof
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8.
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Specified Currency
(Condition 1(d)):
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United States Dollars (U.S.$) being
the lawful currency of the United States of America
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9.
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Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
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U.S.$
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10.
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Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
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U.S.$
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11.
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Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
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October 29, 2044
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12.
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Interest Basis
(Condition 5):
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Fixed Interest Rate (Condition
5(I))
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13.
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Interest Commencement Date
(Condition 5(III)):
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Issue Date (October 29,
2024)
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14.
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Fixed Interest Rate (Condition
5(I)):
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|
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(a) Interest Rate:
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5.01 percent per annum
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(b) Fixed Rate Interest Payment
Date(s):
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Annually in arrear on October 29 in each year,
commencing on October 29, 2025, up to and including the Maturity
Date.
Each Fixed Rate Interest Payment Date is subject to
the Business Day Convention, but with no adjustment to the amount
of interest otherwise calculated.
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(c) Business Day Convention:
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Following Business Day
Convention
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(d) Fixed Rate Day Count
Fraction(s):
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30/360
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15.
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Relevant Financial
Centers:
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New York and London
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16.
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Relevant Business Days:
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New York and London
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17.
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Issuer's Optional Redemption
(Condition 6(e)):
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Yes, in whole but not in
part
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(a) Notice Period:
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No less than five (5) Relevant
Business Days prior to the Optional Redemption Dates
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(b) Amount:
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100.00 percent per Authorized
Denomination
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(c) Date(s):
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October 29 in each year, commencing
on October 29, 2027, up to and including October 29,
2043.
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(d) Early Redemption Amount Bank:
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100.00 percent of the Aggregate
Principal Amount
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18.
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Redemption at the Option of the
Noteholders (Condition 6(f)):
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No
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19.
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Governing Law:
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New York
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Other Relevant Terms
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1.
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Listing:
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None
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2.
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Details of Clearance System Approved
by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
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Euroclear Bank SA/NV; Clearstream
Banking S.A.
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3.
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Syndicated:
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No
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4.
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Commissions and
Concessions:
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No commissions or concessions are
payable in respect of the Notes. An affiliate of the Dealer has
arranged a swap with the Bank in connection with this transaction
and will receive amounts thereunder that may comprise
compensation.
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5.
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Estimated Total Expenses:
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The Dealer has agreed to pay for all
material expenses related to the issuance of the Notes.
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6.
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Codes:
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(a) ISIN:
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XS2924865459
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(b) Common Code:
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292486545
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7.
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Identity of Dealer:
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BNP PARIBAS
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8.
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Provision for Registered
Notes:
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|
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(a) Individual
Definitive Registered Notes Available on Issue Date:
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No
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(b) DTC Global
Note(s):
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No
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(c) Other Registered
Global Notes:
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Yes, issued in accordance with the
Amended and Restated Global Agency Agreement, dated as of July 28,
2020, between the Bank, Citibank, N.A., London Branch as Global
Agent, and the other parties thereto.
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9.
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Intended to be held in a manner
which would allow Eurosystem eligibility:
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Not Applicable
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10.
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Selling Restrictions:
(a) United
States:
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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.
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(b) United
Kingdom:
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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.
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(c) Hong
Kong:
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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.
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(d) Japan:
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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 Notes, directly or indirectly, in Japan
or to or for the benefit of any resident of Japan (except as
aforesaid).
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(e) Singapore:
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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).
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(f)
General:
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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.
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