TIDM42BI
RNS Number : 5751D
Inter-American Development Bank
30 June 2021
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 801
CAD750,000,000 1.00 percent Notes due June 29, 2026 (the
"Notes")
Issue Price: 99.433 percent
Application has been made for the Notes to be admitted to the
Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange plc's
UK Regulated Market
CIBC World Markets
National Bank Financial
RBC Dominion Securities
Scotiabank
The date of this Pricing Supplement is June 23, 2021 .
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 July 28, 2020 (the "Prospectus") (which for
the avoidance of doubt does not constitute a prospectus for the
purposes of Part VI of the United Kingdom ("UK") Financial Services
and Markets Act 2000 or a base prospectus for the purposes of
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation")
or the Prospectus Regulation as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA")). 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 and UK MiFIR product governance / Retail investors,
professional investors and ECPs target market - See "General
Information-Additional Information Regarding the Notes-Matters
relating to MiFID II and UK MiFIR" 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. Together with the applicable Conditions
(as defined above), which are expressly incorporated hereto, these
are the only terms that form part of the form of Notes for such
issue.
1. Series No.: 801
2. Aggregate Principal Amount: CAD750,000,000
3. Issue Price: 745,747,500,000, which amount
represents 99.433 percent of the
Aggregate Principal Amount
4. Issue Date: June 29, 2021
5. Form of Notes
(Condition 1(a)): Registered only , as further
provided in paragraph 9(c) of
"Other Relevant Terms" below
See also "Additional Information
regarding the Description of the
Notes-Form, Denomination and Registration"
below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): CAD1,000 and integral multiples
thereof
8. Specified Currency
(Condition 1(d)): Canadian Dollars ("CAD") being
the lawful currency of Canada
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): CAD
10. Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)): CAD
11. Maturity Date
(Condition 6(a); Fixed Interest
Rate): June 29, 2026
12. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
13. Interest Commencement
Date (Condition 5(III)) : June 29, 2021 (Issue Date)
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 1.00 percent per annum
(b) Fixed Rate Interest Payment
Date(s): Semi-annually in arrears on June
29 and December 29 in each year,
commencing on December 29, 2021,
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.
(c) Business Day Convention:
Following Business Day Convention
(d) Fixed Rate Day Count Fraction(s):
Actual/Actual Canadian Compound
Method, which means when calculating
interest for a full semi-annual
fixed rate interest period, the
day count convention is 30/360
and when calculating interest
for a period other than a full
semi-annual fixed rate interest
period, the day count convention
is Actual/365 (Fixed).
15. Relevant Financial Center: London, Toronto, New York
16. Relevant Business Day: London, Toronto, New York
17. Issuer's Optional Redemption
(Condition 6(e)): No
18. Redemption at the Option
of the Noteholders (Condition No
6(f)):
19. Governing Law: New York
Other Relevant Terms
1. Listing (if yes, specify
Stock Application has been made for the
Exchange): Notes to be admitted to the Official
List of the Financial Conduct Authority
and to trading on the London Stock
Exchange plc's UK Regulated Market
with effect from the Issue Date.
2. Details of Clearance System
Approved by the Bank and the
Global Agent and Clearance
and Settlement Procedures: CDS Clearing and Depository Services
Inc. ("CDS") and through direct
or indirect participation in CDS:
DTC, Euroclear Bank SA/NV and Clearstream
Banking S.A.
For Clearance and Settlement Procedures,
see "Additional Information regarding
Clearing and Settlement" below.
3. Syndicated: Yes
4. If Syndicated:
(a) Liability: Several
(b) Lead Manager: Scotiabank Europe plc
5. Commissions and Concessions: 0.075% of the Aggregate Principal
Amount
6. Estimated Total Expenses: The Managers have agreed to pay
for all material expenses related
to the issuance of the Notes, except
the Issuer will pay for the London
Stock Exchange listing fees, if
applicable.
7. Codes:
(a) Common Code: 235748703
(b) ISIN: CA458182EG34
(c) CUSIP: 458182EG3
8. Identity of Dealers: CIBC World Markets Inc.
National Bank Financial Inc.
RBC Dominion Securities Inc.
Scotiabank Europe plc
9. Provisions for Registered
Notes:
(a) Individual Definitive
Registered Notes Available
on Issue Date: No
(b) DTC Global Note(s): No
(c) Other Registered Global
Notes: Yes, issued in accordance with
the Amended and Restated Global
Agency Agreement, dated as of July
28, 2020, as amended from time
to time, between the Bank, Citibank,
N.A., London Branch as Global Agent,
and the other parties thereto.
See "Additional Information regarding
the Description of the Notes-Form,
Denomination and Registration"
below.
10. Intended to be held in
a manner which would allow
Eurosystem eligibility: Not Applicable
11. 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 (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.
(c) S ingapore: 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).
(d) 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 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.
General Information
Additional Information Regarding the Notes
1. Use of Proceeds
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 and UK MiFIR
The Bank does not fall under the scope of application of either
the MiFID II or the UK MiFIR regime. Consequently, the Bank does
not qualify as an "investment firm", "manufacturer" or
"distributor" for the purposes of MiFID II or UK MiFIR.
MiFID II product governance / Retail investors, professional
investors and ECPs target market
Solely for the purposes of the EU 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 EU 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 EU
manufacturer's target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, the expression "EU
manufacturer" means CIBC World Markets Inc., and the expression
"MiFID II" means Directive 2014/65/EU, as amended.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of each
UK 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 retail clients, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of UK domestic law by virtue of the EUWA, eligible
counterparties, as defined in COBS, and professional clients, as
defined in UK MiFIR; 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 UK manufacturers' target market assessment;
however, a distributor subject to the UK MiFIR Product Governance
Rules is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining
the UK manufacturers' target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK
manufacturer" means CIBC World Markets Inc. and Scotiabank Europe
plc , (ii) the expression "COBS" means the FCA Handbook Conduct of
Business Sourcebook, (iii) the expression "UK MiFIR" means
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA and (iv) the expression " UK MiFIR Product
Governance Rules" means the FCA Handbook Product Intervention and
Product Governance Sourcebook.
Additional Information regarding the Description of the
Notes
Form, Denomination and Registration
The Notes will be issued in the form of a fully registered
global note registered in the name of CDS & CO., as nominee of
CDS and held by CDS (the "Global Note"). Beneficial interests in
the Global Note will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as
direct and indirect participants in CDS. Investors may elect to
hold interests in the Global Note directly through any of CDS (in
Canada), DTC (in the United States) or Clearstream Banking S.A. or
Euroclear Bank SA/NV (in Europe) if they are participants of such
systems, or indirectly through organizations which are participants
in such systems. DTC will hold interests on behalf of its
participants directly through its account at CDS and Clearstream
Banking S.A. and Euroclear Bank SA/NV will hold interests on behalf
of their participants through customers' securities accounts in
their respective names on the books of their respective Canadian
subcustodians, each of which is a Canadian schedule I chartered
bank ("Canadian Subcustodians"), which in turn will hold such
interests in customers' securities accounts in the names of the
Canadian Subcustodians on the books of CDS. Except in the limited
circumstances described below under "Definitive Certificates",
owners of beneficial interests in the Global Note will not be
entitled to have Notes registered in their names, will not receive
or be entitled to receive physical delivery of Notes in definitive
form and will not be considered owners or holders thereof under the
Global Agency Agreement.
All Notes will be recorded in a register maintained by the
Registrar and will be registered in the name of CDS & CO. (or
such other nominees of CDS as an authorized representative of CDS
may advise) for the benefit of owners of beneficial interests in
the Global Note, including participants of DTC, Clearstream Banking
S.A. and Euroclear Bank SA/NV.
Definitive Certificates
No beneficial owner of the Notes will be entitled to receive
physical delivery of the Notes in definitive form except in the
following limited circumstances:
(i) CDS notifies the Bank that it is unwilling or unable to
continue as depository for the Notes and a successor depository is
not appointed by the Bank within 90 working days after receiving
such notice; or (ii) CDS ceases to be a recognized clearing agency
under applicable provincial or Canadian federal securities
legislation and no successor clearing system satisfactory to the
Bank is available within 90 days after the Bank becoming aware that
CDS is no longer so recognized, the Bank will issue or cause to be
issued fully registered Notes in definitive form upon registration
of, transfer of, or in exchange for, the Global Note. The Bank may
also at any time and in its sole discretion determine not to have
any of the Notes held in the form of the Global Note and, in such
event, will issue or cause to be issued fully registered Notes in
definitive form upon registration of, transfer of, or in exchange
for, such Global Note.
Additional Information regarding Clearing and Settlement
Links have been established among CDS, DTC, Clearstream Banking
S.A. and Euroclear Bank SA/NV to facilitate initial issuance of the
Notes and cross-market transfers of the Notes associated with
secondary market trading. CDS will be directly linked to DTC and
linked to Clearstream Banking S.A. and Euroclear Bank SA/NV through
the CDS accounts of their respective Canadian Subcustodians.
The Clearing Systems
CDS was formed in November 2006 pursuant to the restructuring of
The Canadian Depository for Securities Limited ("CDS Ltd.") After
the restructuring, CDS Ltd., incorporated in 1970, remains the
holding company for CDS and two other operating subsidiaries. CDS
is Canada's national securities clearing and depositary services
organization. Functioning as a service utility for the Canadian
financial community, CDS provides a variety of computer automated
services for financial institutions and investment dealers active
in domestic and international capital markets. CDS participants
("CDS Participants") include banks (including the Canadian
Subcustodians), investment dealers and trust companies and may
include certain of the Managers. Indirect access to CDS is
available to other organizations that clear through or maintain a
custodial relationship with a CDS Participant. Transfers of
ownership and other interests, including cash distributions, in
Notes in CDS may only be processed through CDS Participants and
will be completed in accordance with existing CDS rules and
procedures. CDS operates in Montreal, Toronto, Calgary and
Vancouver to centralize securities clearing functions through a
central securities depositary.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately
available Canadian dollar funds.
Secondary market trading between CDS Participants will be in
accordance with market conventions applicable to transactions in
book-based Canadian domestic bonds. Secondary market trading
between DTC participants will occur in the ordinary way in
accordance with DTC rules. Secondary market trading between
Clearstream Banking S.A. participants and or Euroclear Bank SA/NV
participants will occur in the ordinary way in accordance with the
applicable rules and operating procedures of Clearstream Banking
S.A. and Euroclear Bank SA/NV and will be settled using the
procedures applicable to conventional Eurobonds in immediately
available funds.
Transfers between CDS and DTC, Clearstream Banking S.A. or
Euroclear Bank SA/NV . Cross-market transfers between persons
holding directly or indirectly through CDS Participants, on the one
hand, and directly or indirectly through DTC, Clearstream Banking
S.A. or Euroclear Bank SA/NV participants, on the other, will be
effected in CDS in accordance with CDS rules; however, such
cross-market transactions will require delivery of instructions to
the relevant clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established
deadlines. The relevant clearing system will, if the transaction
meets its settlement requirements, deliver instructions to CDS
directly or through its Canadian Subcustodian to take action to
effect final settlement on its behalf by delivering or receiving
Notes in CDS, and making or receiving payment in accordance with
normal procedures for settlement in CDS. DTC participants,
Clearstream Banking S.A. participants and Euroclear Bank SA/NV
participants may not deliver instructions directly to CDS or the
Canadian Subcustodians.
Because of time-zone differences, credits of Notes received in
Clearstream Banking S.A. or Euroclear Bank SA/NV as a result of a
transaction with a CDS Participant will be made during subsequent
securities settlement processing and dated the business day
following the CDS settlement date. Such credits or any transactions
in such Notes settled during such processing will be reported to
the relevant Clearstream Banking S.A. participants or Euroclear
Bank SA/NV participants on such business day. Cash received in
Clearstream Banking S.A. or Euroclear Bank SA/NV as a result of
sales of Notes by or through a Clearstream Banking S.A. participant
or a Euroclear Bank SA/NV participant to a CDS Participant will be
received with value on the CDS settlement date but will be
available in the relevant Clearstream Banking S.A. or Euroclear
Bank SA/NV cash account only as of the business day following
settlement in CDS.
Transfers Between DTC, Clearstream Banking S.A. or Euroclear
Bank SA/NV . Cross-market transfers between Clearstream Banking
S.A., Euroclear Bank SA/NV and DTC participants will be effected in
CDS.
When Notes are to be transferred from the account of a DTC
participant to the account of a Clearstream Banking S.A.
participant or Euroclear Bank SA/NV participant, the DTC
participant will transmit instructions to DTC on settlement date
and the Clearstream Banking S.A. participant or Euroclear Bank
SA/NV participant will transmit instructions to Clearstream Banking
S.A. or Euroclear Bank SA/NV at least one business day prior to the
settlement date. One business day prior to settlement date
Clearstream Banking S.A. and on settlement date Euroclear Bank
SA/NV, will transmit trade instructions to its respective Canadian
Subcustodian. The beneficial interests in the Notes and payments
for such beneficial interests will be transferred in CDS by DTC and
the respective Canadian Subcustodians for Clearstream Banking S.A.
and Euroclear Bank SA/NV.
Although CDS, DTC, Clearstream Banking S.A. and Euroclear Bank
SA/NV have agreed to the foregoing procedures in order to
facilitate transfers of Notes among participants of CDS, DTC,
Clearstream Banking S.A. and Euroclear Bank SA/NV, they are under
no obligation to perform or continue to perform such procedures and
such procedures may be changed or discontinued at any time.
Additional Information regarding Currency Conversions
Currency Conversions
Initial purchasers are required to make payment in Canadian
dollars. The Managers are prepared to arrange for the conversion of
U.S. dollars into Canadian dollars to enable United States
investors to make payment in Canadian dollars. Each such conversion
will be made by such Manager on such terms and subject to such
conditions, limitations and charges as such Manager may from time
to time establish in accordance with its regular foreign exchange
practices, and subject to applicable United States laws and
regulations. All costs of conversions will be borne by such
investors. See "Certain Risk Factors- Notes are subject to exchange
rate and exchange control risks if the investor's currency is
different from the Specified Currency" in the Prospectus.
Principal and interest payments in respect of the Notes
(including Notes in definitive form issued in exchange for the
Global Note as described above under "Definitive Certificates") are
payable in Canadian dollars, but owners of beneficial interests in
Notes held through DTC ("DTC Beneficial Owners") will receive such
payments in U.S. dollars, unless they elect, through DTC and its
participants, to receive payments in Canadian dollars as set forth
below. Payments of principal and interest on Notes held through DTC
will be converted to U.S. dollars in accordance with procedures
established from time to time by CDS and DTC and paid to Cede &
Co. for payment to DTC Beneficial Owners. All costs of such
conversion will be borne by DTC Beneficial Owners receiving U.S.
dollars by deduction from such payments. If there is no facility in
place between CDS and DTC for the exchange of Canadian dollars into
U.S. dollars, payment of the aggregate amount due to all DTC
Beneficial Owners on the payment date will be made in Canadian
dollars outside of DTC, unless alternative arrangements acceptable
to both CDS and DTC are made by the Bank. A DTC Beneficial Owner
may elect to receive payment in respect of the principal of or
interest on the Notes in Canadian dollars by notifying the DTC
participant through which its Notes are held on or prior to the
applicable record date (in the case of an interest payment) or at
least fifteen days prior to maturity (in the case of a principal
payment ) of (i) such DTC Beneficial Owner's election to receive
all or a portion of such payment in Canadian dollars and (ii) wire
transfer instructions to a Canadian dollar account with respect to
any payment to be made in Canadian dollars. Such DTC participant
must notify DTC of such election and wire transfer instructions on
or prior to the third New York business day after such record date
for any payment of interest and on or prior to the twelfth day
prior to the payment of principal. DTC will notify CDS of such
election and wire transfer instructions on or prior to the fifth
New York business day after such record date for any payment of
interest and on or prior to the tenth day prior to the payment of
principal. If complete instructions are received by the DTC
participant and forwarded by the DTC participant to DTC and by DTC
to CDS, on or prior to such dates, the DTC Beneficial Owner will
receive payment in Canadian dollars outside of DTC; otherwise only
U.S. dollar payments will be made through DTC. In this paragraph,
"New York business day" means a day on which banking institutions
in New York, New York are not authorized or obligated by law or
regulation to close.
Investors will be subject to foreign exchange risks as to
payments in respect of principal and interest that may have
important economic and tax consequences to them.
INTER-AMERICAN DEVELOPMENT BANK
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END
IODURUURAUUNORR
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