TIDM42BI
RNS Number : 3098S
Inter-American Development Bank
22 June 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 649
INR 310,000,000 5.80 percent Notes due June 22, 2022 (the
"Notes")
payable in Japanese Yen
Issue Price: 100.00 percent
No application has been made to list the Notes on any stock
exchange.
J.P. Morgan Securities plc
The date of this Pricing Supplement is June 18, 2018
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 January 8, 2001 (the "Prospectus") (which
for the avoidance of doubt does not constitute a prospectus for the
purposes of Part VI of the United Kingdom Financial Services and
Markets Act 2000 or a base prospectus for the purposes of Directive
2003/71/EC of the European Parliament and of the Council). 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. These are the only terms which form part
of the form of Notes for such issue.
1. Series No.: 649
2. Aggregate Principal Amount: INR 310,000,000
3. Issue Price: INR 310,000,000, which is 100.00
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in Japanese Yen ("JPY"), being
the lawful currency of Japan,
in the amount of JPY 505,858,000
(based on the agreed rate of
JPY 1.6318 per one INR).
4. Issue Date: June 21, 2018
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"),
with all Coupons, if any, in
respect of interest attached,
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. Authorized Denomination(s) INR 100,000
(Condition 1(b)):
7. Specified Currency Indian Rupee ("INR"), being
(Condition 1(d)): the lawful currency of India;
provided that all payments in
respect of the Notes will be
made in JPY.
8. Specified Principal Payment JPY
Currency
(Conditions 1(d) and 7(h)):
9. Specified Interest Payment JPY
Currency
(Conditions 1(d) and 7(h)):
10. Maturity Date June 22, 2022
(Condition 6(a); Fixed The Maturity Date is subject
Interest Rate): to adjustment in accordance
with the Modified Following
Business Day Convention with
no adjustment to the amount
of interest otherwise calculated.
11. Interest Basis Fixed Interest Rate (Condition
(Condition 5): 5(I))
12. Interest Commencement Date June 22, 2018
(Condition 5(III)):
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 5.80 percent per annum
(b) Fixed Rate Interest Semi-annually in arrears on
Payment Date(s): June 22 and December 22 in each
year, commencing on December
22, 2018 and ending on the Maturity
Date.
Each Fixed Rate Interest Payment
Date is subject to adjustment
in accordance with the Modified
Following Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
An amount in JPY is payable
per Authorized Denomination
on each Fixed Rate Interest
Payment Date, calculated as
follows on the INR Valuation
Date for such Fixed Rate Interest
Payment Date:
For each Fixed Rate Interest
Payment Date:
INR 2,900.00 multiplied by INR
Rate
(rounding, if necessary, the
entire resulting figure to the
nearest whole JPY, with
JPY 0.5 being rounded upwards)
Where:
Provided that no Price Source
Disruption Event is occurring
on an INR Valuation Date, "INR
Rate" means, in respect of such
INR Valuation Date, the product
of 100 and the reciprocal number
of the INR RBIC Rate in respect
of such INR Valuation Date.
The resulting figure (expressed
as the number of JPY per one
INR) shall be rounded to four
decimal places with 0.00005
being rounded upwards.
In the event that a Price Source
Disruption Event is occurring
on an INR Valuation Date, then
the INR Rate in respect of such
INR Valuation Date shall be
determined by the Calculation
Agent by requesting mid market
quotations of the INR/JPY spot
exchange rate, expressed as
the amount of JPY per one INR,
at or about 1:30 p.m. India
Standard time on the first (1st)
Relevant Business Day following
the relevant INR Valuation Date
from the Reference Dealers.
If five or four quotations are
provided as requested, the INR
Rate will be the arithmetic
mean (rounded to the nearest
four decimal places with 0.00005
being rounded upwards) of the
remaining three or two such
quotations, as the case may
be, for such rate provided by
the Reference Dealers, after
disregarding the highest such
quotation and the lowest such
quotation (provided that, if
two or more such quotations
are the highest such quotations,
then only one of such highest
quotations shall be disregarded,
and if two or more such quotations
are the lowest quotations, then
only one of such lowest quotations
will be disregarded).
If only three or two such quotations
are provided as requested, the
INR Rate shall be determined
as described above except that
the highest and lowest quotations
will not be disregarded.
If none or only one of the Reference
Dealers provides such quotation,
the INR Rate will be determined
by the Calculation Agent in
its sole discretion, acting
in good faith and in a commercially
reasonable manner.
"INR RBIC Rate" means, in respect
of an INR Valuation Date, the
JPY/INR spot rate, expressed
as the amount of INR per one
hundred JPY, as published on
Reuters Screen "RBIC" Page or
any substitute or successor
page for the purpose of displaying
such rate, at approximately
1:30 p.m. (Indian Standard Time)
on such INR Valuation Date,
or as soon thereafter as practicable.
"INR Valuation Date" means the
date that is five (5) Relevant
Business Days prior to the relevant
Fixed Rate Interest Payment
Date or the Maturity Date, as
applicable.
"Price Source Disruption Event"
means that no JPY/INR spot rate
appears on the Reuters Screen
"RBIC" Page (or any substitute
or successor page for the purpose
of displaying such rate) on
the relevant INR Valuation Date.
"Reference Dealers" means five
banks active in the INR/JPY
currency and foreign exchange
market, as applicable, as selected
by the Calculation Agent in
its sole discretion, acting
in good faith and in a commercially
reasonable manner.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Centers: Tokyo
15. Relevant Business Days: London, Mumbai, New York City
and Tokyo
16. Redemption Amount (Condition An amount in JPY per Authorized
6(a)): Denomination, calculated as
follows on the INR Valuation
Date for the Maturity Date:
INR 100,000 multiplied by INR
Rate
(rounding, if necessary, the
entire resulting figure to the
nearest whole JPY, with JPY
0.5 being rounded upwards)
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 In the event of any Notes becoming
(including accrued interest, due and payable prior to the
if applicable) (Condition Maturity Date as provided in
9): Condition 9, the Early Redemption
Amount with respect to each
Authorized Denomination will
be a JPY amount equal to the
Redemption Amount that is determined
in accordance with "16. Redemption
Amount (Condition 6(a))" plus
accrued and unpaid interest,
if any, as determined in accordance
with "13. Fixed Interest Rate
(Condition 5(I))"; provided
that, for the purpose of determining
such JPY amount, the INR Valuation
Date shall mean the date that
is five (5) Relevant Business
Days prior to the date on which
the Early Redemption Amount
shall be due and payable as
provided in Condition 9.
20. Governing Law: New York
21. 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 agrees that it has
complied and will comply with
all applicable provisions of
the Financial Services and Markets
Act 2000 with respect to anything
done by it in relation to such
Notes in, from or otherwise
involving the United Kingdom.
(c) India:
The Dealer has acknowledged
that, it will not offer or sell
any Notes in India at any time.
The Notes have not been approved
by the Securities and Exchange
Board of India, Reserve Bank
of India or any other regulatory
authority of India, nor have
the foregoing authorities approved
this Pricing Supplement or confirmed
the accuracy or determined the
adequacy of the information
contained in this Pricing Supplement.
This Pricing Supplement has
not been and will not be registered
as a prospectus or a statement
in lieu of prospectus with the
Registrar of Companies in India.
(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 notes,
directly or indirectly, in Japan
or to or for the benefit of
any resident of Japan (except
as aforesaid).
(e) 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.
22. Amendment to Condition 7(a)(i) Amendment to Condition 7(a)(i):
and Condition 7(h): The following shall apply to
Registered Notes.
Condition 7(a)(i) is hereby
amended by deleting the first
sentence thereof and replacing
it with the following: "Payments
of principal and interest in
respect of Registered Notes
shall be made to the person
shown on the Register at the
close of business on the business
day before the due date for
payment thereof (the "Record
Date").
Amendment to Condition 7(h):
The following shall apply to
Notes any payments in respect
of which are payable in a Specified
Currency other than United States
Dollars:
Condition 7(h) is hereby amended
by deleting the words "the noon
buying rate in U.S. dollars
in the City of New York for
cable transfers for such Specified
Currency as published by the
Federal Reserve Bank of New
York on the second Business
Day prior to such payment or,
if such rate is not available
on such second Business Day,
on the basis of the rate most
recently available prior to
such second Business Day" 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".
If applicable and so appointed,
and unless otherwise defined
herein, the "Calculation Agent"
referred to in amended Condition
7(h) shall be the Global Agent
under the Bank's Global Debt
Program - namely, Citibank,
N.A., London Branch, or its
duly authorized successor.
Other Relevant Terms
1. Listing: None
2. Details of Clearance System Euroclear Bank SA/NV and/or
Approved by the Bank and Clearstream Banking, Luxembourg
the
Global Agent and Clearance
and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 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.
5. Estimated Total Expenses: None. The Dealer has agreed
to pay for all material expenses
related to the issuance of the
Notes.
6. Codes:
(a) Common Code: 182767859
(b) ISIN: XS1827678597
7. Identity of Dealer: J.P. Morgan Securities plc
8. Identity of Calculation JPMorgan Chase Bank, N.A.
Agent: 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 commercially
reasonable manner in accordance
with the calculation agent agreement
between the Bank and the Calculation
Agent.
9. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than July 31, 2018,
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
(d) Individual Definitive No
Registered Notes:
(e) Registered Global Notes: No
10. Additional Risk Factors: As set forth in the Additional
Investment Considerations
General Information
IDB Statement on Venezuela
On May 14, Venezuela passed the Bank's 180-day limit for payment
arrears for an amount of $88.3 million, placing the country in a
non-accrual status. Venezuela's total loan arrears, including those
that have not yet reached the 180-day limit, stand at $212.4
million on a total debt of $2.011 billion. Venezuela's debt to the
IDB represents 1.6% of the Bank's total assets as of March 31,
2018. Under the IDB's guidelines on arrears, the Bank cannot
undertake any lending activities concerning Venezuela until its
arrears are cleared. As a matter of policy, the Bank does not
reschedule its sovereign-guaranteed loans. The IDB does not expect
Venezuela's non-accrual event to affect the Bank's 2018 liquidity
and capital ratios, which remain strong and in full compliance with
its financial policies. The IDB anticipates that the event will not
affect its 2018 lending program. Venezuela, which became a
shareholder of the IDB when the institution was founded in 1959,
has reiterated its commitment to the IDB and its intention to
undertake regular payments. The IDB acknowledges Venezuela's
efforts and will continue to work with its government to resolve
the arrears.
Additional Information regarding the Notes
Additional Investment Considerations:
There are significant risks associated with the Notes, including
but not limited to exchange rate risk, price risk and liquidity
risk. Investors should consult their own financial, legal,
accounting and tax 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.
The methodologies for determining the Japanese Yen-Indian Rupee
foreign exchange rate may result in a Redemption Amount of the
Notes, or an interest payment on the Notes, being significantly
less than anticipated.
The Bank may hedge its obligations under the Notes by entering
into a swap transaction with the Dealer or one of its affiliates as
swap counterparty. Assuming no change in market conditions or any
other relevant factors, the price, if any, at which the Dealer or
another purchaser might be willing to purchase Notes in a secondary
market transaction is expected to be lower, and could be
substantially lower, than the original issue price of the Notes.
This is due to a number of factors, including that (i) the
potential profit to the secondary market purchaser of the Notes may
be incorporated into any offered price and (ii) the cost of funding
used to value the Notes in the secondary market is expected to be
higher than our actual cost of funding incurred in connection with
the issuance of the Notes. In addition, the original issue price of
the Notes included, and secondary market prices are likely to
exclude, the projected profit that our swap counterparty or its
affiliates may realize in connection with this swap. Further, as a
result of dealer discounts, mark-ups or other transaction costs,
any of which may be significant, the original issue price may
differ from values determined by pricing models used by our swap
counterparty or other potential purchasers of the Notes in
secondary market transactions.
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.
INTER-AMERICAN DEVELOPMENT BANK
By:
Name: Gustavo Alberto De Rosa
Title: Chief Financial Officer and
General Manager, Finance Department
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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