TIDM42BI
RNS Number : 2914O
Inter-American Development Bank
28 May 2020
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 751
MXN 190,900,000 3.46 percent Notes due May 25, 2023 (the
"Notes")
Issue Price: 99.99 percent
No application has been made to list the Notes on any stock
exchange.
Nomura International plc
The date of this Pricing Supplement is May 19, 2020.
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
Regulation (EU) 2017/1129). 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 r egarding 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.: 751
2. Aggregate Principal Amount: MXN 190,900,000
3. Issue Price: MXN 190,880,910 , which is 99.99
percent of the Aggregate Principal
Amount
4. Issue Date: May 28, 2020
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"), 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)
(Condition 1(b)): MXN 100,000
7. Specified Currency Mexican Pesos ("MXN")
(Condition 1(d)):
8. Specified Principal Payment
Currency MXN
(Conditions 1(d) and 7(h)):
9. Specified Interest Payment
Currency MXN
(Conditions 1(d) and 7(h)):
10. Maturity Date May 25, 2023
(Condition 6(a); Fixed The Maturity Date is subject to
Interest Rate): adjustment in accordance with
the Following Business Day Convention
with no adjustment to the amount
of interest otherwise calculated.
11. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
12. Interest Commencement Date
(Condition 5(III)): Issue Date (May 28, 2020)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 3.46 percent per annum
(b) Fixed Rate Interest Semi-annually in arrear on May
Payment Date(s): 25 and November 25 in each year,
commencing on November 25, 2020
and ending on the Maturity Date.
There will be a short first Interest
Period from and including the
Issue Date to but excluding November
25, 2020.
With respect to the Interest Period
from and including the Interest
Commencement Date to but excluding
November 25, 2020, an amount of
MXN 1,701.17 per Authorized Denomination
is payable on November 25, 2020.
With respect to each subsequent
Interest Period an amount of MXN
1,730.00 per Authorized Denomination
is payable on each Fixed Rate
Interest Payment Date.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: New York, London and Mexico City
15. Relevant Business Days: New York, London and Mexico City
16. Redemption Amount (Condition Unless previously redeemed or
6(a)): purchased and cancelled as specified
in the Terms and Conditions, the
Notes will be redeemed by the
Bank by payment of the Redemption
Amount on the Maturity Date. The
Redemption Amount will be MXN
190,900,000 being 100 percent
of the Aggregate Principal Amount.
17. Issuer's Optional Redemption
(Condition 6(e)): No
18. Redemption at the Option
of the Noteholders (Condition No
6(f)):
19. Early Redemption Amount In the event the Notes become
(including accrued interest, due and payable as provided in
if applicable) (Condition Condition 9 (Default), the Early
9): Redemption Amount with respect
to each Authorized Denomination
will be MXN 10 0 ,000 plus accrued
and unpaid interest, if any, as
determined in accordance with
"13. Fixed Interest Rate (Condition
5(I))".
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 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) Mexico: The Dealer has agreed that it
will not offer the Notes publicly
in Mexico and will not distribute
any offering materials in Mexico.
The Notes have not been and will
not be registered with the National
Registry of Securities and may
not be publicly offered in Mexico.
(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
N otes, 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) 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")."
23 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 Clearstream
Approved by the Bank and Banking S.A.
the
Global Agent and Clearance
and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 1.80 percent of the Aggregate
Principal Amount
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 (b) ISIN: 215288668
XS2152886680
7. Identity of Dealer: Nomura International plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than July 7, 2020,
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
Registered Notes: No
(e) Registered Global Notes: No
General Information
Additional Information regarding the Notes
1. The language set out under the heading "Use of Proceeds" in
the Prospectus shall be deleted in its entirety and replaced by the
following:
"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
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.
M i FID 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.
3. 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.
INTER-AMERICAN DEVELOPMENT BANK
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
IODUWSKRRAUVUAR
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