TIDM42BI
RNS Number : 4221C
Inter-American Development Bank
28 September 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 674
U.S.$500,000,000 3.000 percent Notes due September 26, 2022
Issue Price: 99.765 percent
Application has been made for the Notes to be admitted to
the
Official List of the United Kingdom Listing Authority and
to trading on the London Stock Exchange plc's
Regulated Market
Crédit Agricole CIB
J.P. Morgan
Nomura
The date of this Pricing Supplement is September 24, 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.
MIFID II product governance / Retail investors, professional
investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to MiFID II" 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. These are the only terms which form part
of the form of Notes for such issue. The master fiscal agency
agreement, dated as of December 7, 1962, as amended and
supplemented from time to time, between the Bank and the Federal
Reserve Bank of New York, as fiscal and paying agent, has been
superseded by the Uniform Fiscal Agency Agreement, dated as of July
20, 2006 (the "New Fiscal Agency Agreement"), as may be amended,
restated, superseded or otherwise modified from time to time,
between the Bank and the Federal Reserve Bank of New York, as
fiscal and paying agent. All references to the "Fiscal Agency
Agreement" under the heading "Terms and Conditions of the Notes"
and elsewhere in the Prospectus shall be deemed references to the
New Fiscal Agency Agreement.
1. Series No.: 674
2. Aggregate Principal Amount: U.S.$500,000,000
3. Issue Price: U.S.$498,825,000 which is 99.765
percent of the Aggregate Principal
Amount
4. Issue Date: September 26, 2018
5. Form of Notes
(Condition 1(a)): Book-entry only (not exchangeable
for Definitive Fed Registered Notes,
Conditions 1(a) and 2(b) notwithstanding)
6. Authorized Denomination(s)
(Condition 1(b)): U.S.$1,000 and integral multiples
thereof
7. Specified Currency
(Condition 1(d)): United States Dollars (U.S.$)
being the lawful currency of the
United States of America
8. Specified Principal Payment
Currency U.S.$
(Conditions 1(d) and 7(h)):
9. Specified Interest Payment
Currency U.S.$
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed Interest September 26, 2022
Rate):
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (September 26, 2018)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.000 percent per annum
(b) Fixed Rate Interest Payment
Date(s): Semi-annually in arrear on March
26 and September 26 in each year,
commencing on March 26, 2019
Each Interest Payment Date is subject
to adjustment in accordance with
the Following Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: New York
15. Relevant Business Days: New York
16. Issuer's Optional Redemption
(Condition 6(e)): No
17. Redemption at the Option
of the Noteholders (Condition No
6(f)):
18. Governing Law: New York
19. 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 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) 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.
Other Relevant Terms
1. Listing: Application has been made for the
Notes to be admitted to the Official
List of the United Kingdom Listing
Authority and to trading on the
London Stock Exchange plc's Regulated
Market
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance Federal Reserve Bank of New York;
and Euroclear Bank S.A./N.V.; Clearstream,
Settlement Procedures: Luxembourg
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several and not joint
(b) Managers: Crédit Agricole
Corporate and Investment Bank
J.P. Morgan Securities plc
Nomura International plc
5. Commissions and Concessions: 0.1125% of the Aggregate Principal
Amount
6. Estimated Total Expenses: None. The Managers have agreed
to pay for certain expenses related
to the issuance of the Notes.
7. Codes:
(a) Common Code: 188470386
(b) ISIN: US4581X0DD79
(c) CUSIP: 4581X0DD7
8. Identity of Managers: Crédit Agricole
Corporate and Investment Bank
J.P. Morgan Securities plc
Nomura International plc
General Information
Additional Information Regarding the Notes
1. Matters relating to MiFID II
The Bank does not fall under the scope of application of the
MiFID II regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of MiFID II.
MIFID II product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
manufacturers' 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 manufacturers' 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 manufacturers' target market assessment)
and determining appropriate distribution channels.
For the purposes of this provision, the expression MiFID II
means Directive 2014/65/EU, as amended.
2. The language set out under the heading "Use of Proceeds" in
the Prospectus shall be deleted in its entirety and replaced by the
following:
"An amount equal to the net proceeds of the issue of the Notes
(which proceeds may be converted into other currencies) shall be
recorded by IADB in a separate sub-account supporting Eligible
Projects. These proceeds will be invested in accordance with IADB's
conservative liquidity investment guidelines until used to support
IADB's financing of Eligible Projects. So long as the Notes are
outstanding and the account has a positive balance, the Bank shall
direct an amount equal to such net proceeds to its lending projects
within the fields of Education, Youth, and Employment, subject to
and in accordance with IADB's policies.
Although Eligible Projects funded by the net proceeds shall be
reported on the IADB website on an annual basis, funds shall be
reduced from the account on a semi-annual basis by amounts matching
the disbursements made during such semi-annual period in respect of
Eligible Projects.
"Eligible Projects" means all projects funded, in whole or in
part, by IADB that promote early childhood care and education,
through formal primary and secondary education, or facilitate labor
market placement by improving the transition from school to work
through vocational training. Eligible Projects may include projects
in Latin America and the Caribbean that target (a) early childhood
development, effective teaching and learning among children and
youth ("Education Projects"), (b) early childhood care and
youth-at-risk programs ("Youth Projects") or (c) labor
intermediation systems, job opportunities and workforce skills
("Employment Projects").
Examples of Education Projects include, without limitation:
-- Early childhood development programs
-- Primary education programs, which includes teacher training,
bilingual education, literacy, math and science education and
school infrastructure
-- Secondary education programs, which includes programs
directed to improving retention and graduation, developing teaching
and learning methods and providing assistance to disadvantaged
children
-- Compensatory education programs
-- Teacher education and effectiveness programs
-- E-education programs
Examples of Youth Projects include, without limitation:
-- Support for parents and caregivers to improve quality of child care
-- Youth-At-Risk programs which support interventions, policy
design, and/or impact evaluations to benefit at-risk youth
Examples of Employment Projects include, without limitation:
-- School-to-Work transition programs
-- Vocational and technical education programs
-- Human resources and workforce development programs
-- Labor intermediation systems
-- Vocational and Workforce training programs, directed at
improving social and labor acclimation for youth, unemployed adults
and active workers
The above examples of Education Projects, Youth Projects and
Employment Projects are for illustrative purposes only and no
assurance can be provided that disbursements for projects with
these specific characteristics will be made by IADB during the term
of the Notes."
3. United States 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.
Due to a change in law since the date of the Prospectus, the
second paragraph of "-Payments of Interest" under the "United
States Holders" section should be updated to read as follows:
"Interest paid by the Bank on the Notes constitutes income from
sources outside the United States and will generally be "passive"
income for purposes of computing the foreign tax credit."
The Notes will be issued with a de minimis amount of original
issue discount ("OID"). While a United States holder is generally
not required to include de minimis OID in income prior to the sale
or maturity of the Notes, under recently enacted legislation,
United States holders that maintain certain types of financial
statements and that are subject to the accrual method of tax
accounting may be required to include de minimis OID on the Notes
in income no later than the time upon which they include such
amounts in income on their financial statements. United States
holders that maintain financial statements should consult their tax
advisors regarding the tax consequences to them of this
legislation.
Information with Respect to Foreign Financial Assets. Owners of
"specified foreign financial assets" with an aggregate value in
excess of U.S.$50,000 (and in some circumstances, a higher
threshold) may be required to file an information report with
respect to such assets with their tax returns. "Specified foreign
financial assets" may include financial accounts maintained by
foreign financial institutions, as well as the following, but only
if they are held for investment and not held in accounts maintained
by financial institutions: (i) stocks and securities issued by
non-United States persons, (ii) financial instruments and contracts
that have non-United States issuers or counterparties, and (iii)
interests in foreign entities. Holders are urged to consult their
tax advisors regarding the application of this reporting
requirement to their ownership of the Notes.
Medicare Tax. A United States holder that is an individual or
estate, or a trust that does not fall into a special class of
trusts that is exempt from such tax, is subject to a 3.8% tax (the
"Medicare tax") on the lesser of (1) the United States holder's
"net investment income" (or "undistributed net investment income"
in the case of an estate or trust) for the relevant taxable year
and (2) the excess of the United States holder's modified adjusted
gross income for the taxable year over a certain threshold (which
in the case of individuals is between U.S.$125,000 and
U.S.$250,000, depending on the individual's circumstances). A
holder's net investment income will generally include its interest
income and its net gains from the disposition of Notes, unless such
interest income or net gains are derived in the ordinary course of
the conduct of a trade or business (other than a trade or business
that consists of certain passive or trading activities). United
States holders that are individuals, estates or trusts are urged to
consult their tax advisors regarding the applicability of the
Medicare tax to their income and gains in respect of their
investment in the Notes.
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
IODUWONRWWAKUAR
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