TIDM42BI
RNS Number : 4231C
Inter-American Development Bank
28 September 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 672
TRY 250,000,000 Zero Coupon Notes due September 28, 2020 (the
"Notes")
Issue Price: 62.50 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
J.P. Morgan Securities plc
The date of this Pricing Supplement is September 25, 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.
1. Series No.: 672
2. Aggregate Principal Amount: TRY 250,000,000
3. Issue Price: TRY 156,250,000, which is 62.50
percent of the Aggregate Principal
Amount
4. Issue Date: September 28, 2018
5. Form of Notes
(Condition 1(a)): Registered only, as further
provided in paragraph 8(c) of
"Other Relevant Terms" below.
6. Authorized Denomination(s)
(Condition 1(b)): TRY 1,000
7. Specified Currency
(Condition 1(d)): Turkish Lira ("TRY")
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): TRY
9. Specified Interest Payment
Currency TRY
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Zero Coupon): September 28, 2020
The Maturity Date is subject
to adjustment in accordance
with the Following Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated.
11. Interest Basis
(Condition 5): Zero Coupon (Condition 5(IV))
12. Zero Coupon (Conditions
5(IV) and 6(c)):
(a) Amortization Yield: 26.491 percent per annum
(b) Reference Price: Issue Price
(c) Basis: Compounded annually
(d) Fixed Rate Day Count 30/360, unadjusted
Fraction(s) if not 30/360
basis:
13. Relevant Financial Center: Istanbul, London and New York
14. Relevant Business Days: Istanbul, London and New York
15. Redemption Amount (Condition
6(a)): The Redemption Amount will
be TRY 250,000,000, being 100.00
percent of the Aggregate Principal
Amount.
16. Issuer's Optional Redemption
(Condition 6(e)): No
17. Redemption at the Option
of the Noteholders (Condition No
6(f)):
18. Early Redemption Amount In the event of any Note becoming
(including accrued interest, due and payable prior to the
if applicable) (Condition Maturity Date in accordance
9): with Condition 9, the Early
Redemption Amount will be an
amount equal to the Amortized
Face Amount of such Note (calculated
in accordance with Condition
6(c))
19. Governing Law: New York
20. 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) Turkey
The Dealer acknowledges that
the offering of the Notes is
not approved by or registered
with the Capital Markets Board
("CMB") under the Capital Markets
Law (No. 6362) ("CML") and the
Communiqué regarding Foreign
Securities, Depository Receipts
and Foreign Investment Funds
Shares (Serial VII No: 128.4).
Therefore no transaction that
may be deemed as offering, marketing
or sale of the Notes (or beneficial
interests therein) in Turkey
by way of private placement
or public offering may be engaged
in. Accordingly, the Dealer
has represented and agreed that
it has not and will not offer
or sell the Notes to investors
residing in the Republic of
Turkey without applying to the
CMB and, in the case of a public
offering, without issuing a
prospectus and an offering circular
approved by the CMB, except
pursuant to an exemption from
the prospectus and application
requirements of or otherwise
in compliance with the CML and
any other applicable laws or
regulations of the Republic
of Turkey. In addition, the
Dealer represents and agrees
that it has not sold or caused
to be sold and will not sell
or cause to be sold outside
the Republic of Turkey the Notes
(or beneficial interests therein)
to residents of the Republic
of Turkey, unless such sale
is authorised pursuant to Article
15(d)(ii) of Decree 32 (as amended
from time to time) and the CMB
regulations.
(d) 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.
21. Amendment to Condition 7(a)(i): 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").
22. 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: 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 Euroclear Bank SA/NV and/or
Global Agent and Clearance Clearstream Banking, Luxembourg
and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions
are payable in respect of the
Notes. Affiliates of the Dealer
have 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: 188324169
(b) ISIN: XS1883241694
7. Identity of Dealer: J.P. Morgan Securities plc
8. Provisions for Registered
Notes:
(a) Individual Definitive No
Registered Notes Available
on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global Yes, issued in accordance with
Notes: the Global Agency Agreement,
dated January 8, 2001, among
the Bank, Citibank, N.A., as
Global Agent, and the other
parties thereto.
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
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 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 manufacturer's 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. There are risks associated with the Notes, including but not
limited to possible 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 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, any projected profit that our swap counterparty or its
affiliates may realize in connection with this swap. Further, as a
result of any 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.
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
IODUWVNRWAAKUAR
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