TIDM42BI
RNS Number : 6083D
Inter-American Development Bank
30 June 2021
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 803
INR 312,100,000 4.03 percent Notes due June 27, 2024 (the
"Notes")
Payable in Japanese Yen
Issue Price: 99.980 percent
No application has been made to list the Notes on any stock
exchange.
Nomura International plc
The date of this Pricing Supplement is June 18, 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.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - See "General
Information-Additional Information R egarding the Notes-Matters
relating to 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.: 803
2. Aggregate Principal Amount: INR 312,100,000
3. Issue Price: INR 312,037,580, which is 99.980
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in JPY in the amount of JPY
463,063,768 at the agreed rate
of JPY 1.484 per one INR .
4. Issue Date: June 29, 2021
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. New Global Note: No
7. Authorized Denomination(s) INR 100,000
(Condition 1(b)):
8. Specified Currency Indian Rupee ("INR") provided
(Condition 1(d)): that all payments in respect
of the Notes will be made in
Japanese Yen ("JPY")
9. Specified Principal Payment JPY
Currency
(Conditions 1(d) and 7(h)):
10. Specified Interest Payment JPY
Currency
(Conditions 1(d) and 7(h)):
11. Maturity Date June 27, 2024
(Condition 6(a); Fixed The Maturity Date is subject
Interest Rate and Zero Coupon): to adjustment in accordance
with the Following Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated.
12. Interest Basis Fixed Interest Rate (Condition
(Condition 5): 5(I))
13. Interest Commencement Date Issue Date (June 29, 2021)
(Condition 5(III)):
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 4.03 percent per annum
(b) Fixed Rate Interest Semi-annually on June 27 and
Payment Date(s): December 27 in each year, commencing
on December 27, 2021 and ending
on the Maturity Date.
There will be a short first
Interest Period from and including
the Issue Date to but excluding
December 27, 2021.
Each Fixed Rate 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.
Calculation of Interest Amount
As soon as practicable and in
accordance with the procedures
specified herein, the Calculation
Agent (as defined below) will
determine the Reference Rate
(as defined below) and calculate
the amount of interest payable
(the "Interest Amount") with
respect to each Authorized Denomination
for the relevant Interest Period.
The Interest Amount with respect
to the Interest Period from
and including the Interest Commencement
Date to but excluding December
27, 2021, shall be a JPY amount
calculated on the relevant Rate
Fixing Date (as defined below)
as follows:
INR 1,992.61 multiplied by the
Reference Rate
(rounding down , if necessary,
the entire resulting figure
to the nearest lower whole JPY).
The Interest Amount with respect
to each subsequent Interest
Period shall be a JPY amount
calculated on the relevant Rate
Fixing Date (as defined below)
as follows:
INR 2,015.00 multiplied by the
Reference Rate
(rounding down , if necessary,
the entire resulting figure
to the nearest lower whole JPY).
If Price Source Disruption Event
occurs, then the Reference Rate
shall be determined in the following
order.
(a) The Reference Rate shall
be calculated by dividing the
USD/JPY_fx by the USD/INR_fx,
provided that such number (expressed
as the number of JPY per one
INR) shall be rounded to four
decimal places with 0.00005
being rounded upwards.
(b) If the USD/JPY_fx is not
available on the relevant Rate
Fixing Date, the Calculation
Agent will request five leading
reference banks (selected by
the Calculation Agent in its
sole discretion) in the Tokyo
interbank market for their mid
market quotations of the USD/JPY
spot exchange rate at approximately
3:30 p.m. Tokyo time on such
date. The highest and the lowest
of such quotations will be disregarded
and the arithmetic mean of the
remaining three quotations will
be the USD/JPY_fx , provided
that, if two or more such quotations
are the highest 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
shall be disregarded, provided
that :
i. if only four quotations are
so provided, then the USD/JPY_fx
shall be the arithmetic mean
of such quotations without regard
to the highest and lowest values
quoted, provided that, if two
or more such quotations are
the highest 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
shall be disregarded;
ii. if fewer than four quotations
but at least two quotations
can be obtained, then the USD/JPY_fx
shall be the arithmetic mean
of the quotations actually obtained
by the Calculation Agent;
iii. if only one quotation is
available, in that event, the
Calculation Agent may determine
that such quotation shall be
the USD/JPY_fx; and
iv. if no such quotation is
available or if the Calculation
Agent determines in its sole
discretion that no suitable
reference bank who is prepared
to quote is available, the USD/JPY_fx
shall be determined by the Calculation
Agent acting in good faith and
in a commercially reasonable
manner , having taken into account
relevant market practice .
(c) If the USD/INR_fx is not
available on the relevant Rate
Fixing Date, the Calculation
Agent will request five leading
reference banks (selected by
the Calculation Agent in its
sole discretion) which regularly
deal in the USD/INR exchange
market for their market quotations
of the USD/INR spot exchange
rate on such date. The highest
and the lowest of such quotations
will be disregarded and the
arithmetic mean of the remaining
three quotations will be the
USD/INR_fx , provided that,
if two or more such quotations
are the highest 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
shall be disregarded, provided
that :
i. if only four quotations are
so provided, then the USD/INR_fx
shall be the arithmetic mean
of such quotations without regard
to the highest and lowest values
quoted, provided that, if two
or more such quotations are
the highest 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
shall be disregarded;
ii. if fewer than four quotations
but at least two quotations
can be obtained, then the USD/INR_fx
shall be the arithmetic mean
of the quotations actually obtained
by the Calculation Agent;
iii. if only one quotation is
available, in that event, the
Calculation Agent may determine
that such quotation shall be
the USD/INR_fx; and
iv. if no such quotation is
available or if the Calculation
Agent determines in its sole
discretion that no suitable
reference bank who is prepared
to quote is available, the USD/INR_fx
shall be determined by the Calculation
Agent acting in good faith and
in a commercially reasonable
manner , having taken into account
relevant market practice .
(d) Provided further that ,
if any Rate Fixing Date falls
on an Unscheduled Holiday, the
USD/INR_fx will be determined
by the Calculation Agent on
such Rate Fixing Date in its
sole discretion, acting in good
faith and in a commercially
reasonable manner , having taken
into account relevant market
practice .
Where:
"Business Day" means a day (other
than a Saturday or a Sunday)
on which commercial banks and
foreign exchange markets settle
payments in London, Mumbai,
New York and Tokyo.
"Calculation Agent" means The
Toronto-Dominion Bank, London.
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 a commercially
reasonable manner in accordance
with a calculation agent agreement
between the Bank and the Calculation
Agent.
"Mumbai Business Day" means
a day (other than a Saturday
or Sunday) on which commercial
banks and foreign exchange markets
settle payments and are open
for general business (including
dealing in foreign exchange
and foreign currency deposits)
in Mumbai.
"Price Source Disruption Event"
means the event that the FBIL
Rate is not available on the
relevant Rate Fixing Date.
"Rate Fixing Date" means the
date that is ten ( 10 ) Business
Days prior to the relevant Fixed
Rate Interest Payment Date (including
the Maturity Date), which shall
not be subject to adjustment
by any Business Day Convention
. P rovided that, even if there
is an Unscheduled Holiday between
the relevant Rate Fixing Date
and relevant date of payment,
such Rate Fixing Date shall
not be subject to adjustment.
"FBIL Rate" means t he spot
JPY/INR foreign exchange rate
(expressed as the number of
INR per 100 JPY) which appears
on Refinitiv Screen <INRREF=FBIL>
Page (or such other page or
services as may replace that
page to be used for the purpose
of obtaining the reference rate).
If it becomes impossible to
obtain the reference rate on
the relevant Rate Fixing Date
as mentioned aforesaid, the
Calculation Agent shall be entitled
to obtain such reference rate
reported by Financial Benchmarks
India Private Ltd ("FBIL") or
its successor from any other
screen or services that it deems
appropriate in good faith and
in a commercially reasonable
manner.
"Reference Rate" means the product
of 100 and the reciprocal number
of the FBIL Rate on each Rate
Fixing 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.
"Unscheduled Holiday" means
a day that is not a Mumbai Business
Day and the market was not aware
of such fact (by means of a
public announcement or by reference
to other publicly available
information) until a time later
than 9:00 a.m. local time in
Mumbai, two (2) Mumbai Business
Days prior to the relevant Rate
Fixing Date.
"USD/INR_fx" means the spot
USD/INR foreign exchange rate
(expressed as the number of
INR per one USD) which appears
on Refinitiv Screen <INRREF=FBIL>
Page (or such other page or
services as may replace that
page to be used for the purpose
of obtaining the reference rate)
on the relevant Rate Fixing
Date. If it becomes impossible
to obtain the reference rate
on the relevant Rate Fixing
Date as mentioned aforesaid,
the Calculation Agent shall
be entitled to obtain such reference
rate reported by FBIL or its
successor from any other screen
or services that it deems appropriate
in good faith and in a commercially
reasonable manner.
"USD/JPY_fx" means the USD/JPY
exchange rate (expressed as
the number of JPY per one USD)
which appears on Bloomberg Screen
<BFIX (USD/JPY Fixings)> Page
(or such other page or services
as may replace that page to
be used for the purpose of obtaining
the reference rate) under the
"MID" column as of 3:30 p.m.
Tokyo time on the relevant Rate
Fixing Date.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count
Fraction(s): 30/360
15. Relevant Financial Center: London, Mumbai, New York and
Tokyo
16. Relevant Business Days: London, Mumbai, New York and
Tokyo
17. Redemption Amount (Condition The Redemption Amount with respect
6(a)): to each Authorized Denomination
will be a JPY amount calculated
by the Calculation Agent on
the Rate Fixing Date with respect
to the Maturity Date as follows:
INR 100,000 multiplied by the
Reference Rate
(rounding down , if necessary,
the entire resulting figure
to the nearest lower whole JPY).
18. Issuer's Optional Redemption No
(Condition 6(e)):
19. Redemption at the Option No
of the Noteholders (Condition
6(f)):
20. Early Redemption Amount In the event the Notes become
(including accrued interest, due and payable as provided
if applicable) (Condition in Condition 9 (Default), the
9): 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
"17. Redemption Amount (Condition
6(a))" plus accrued and unpaid
interest, if any, as determined
in accordance with "14. Fixed
Interest Rate (Condition 5(I))";
provided, that for purposes
of such determination, the "Rate
Fixing Date" shall be the date
fixed by the Calculation Agent.
21. Governing Law: New York
Other Relevant Terms
1. Listing: None
2. Details of Clearance System Euroclear Bank SA/NV and/or
Approved by the Bank and Clearstream 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: The Dealer has agreed to pay
for all material expenses related
to the issuance of the Notes.
6. Codes:
(a) Common Code: 234517058
(b) ISIN: XS2345170588
7. Identity of Dealer: Nomura International plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than August 9, 2021,
which is the date that is 41
(forty-one) 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
9. Intended to be held in a Not Applicable
manner which would allow
Eurosystem eligibility:
10. 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 (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) 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 N otes,
directly or indirectly, in Japan
or to or for the benefit of
any resident of Japan (except
as aforesaid ).
(e) Singapore:
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).
(f) 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.
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 UK MiFIR
The Bank does not fall under the scope of application of the UK
MiFIR regime. Consequently, the Bank does not qualify as an
"investment firm", "manufacturer" or "distributor" for the purposes
of UK MiFIR.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
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 manufacturer's 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 manufacturer's target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK
manufacturer" means the Dealer, (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.
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.
The methodologies for determining the Japanese Yen-Indian Rupee
foreign exchange rate may result in a Redemption Amount or the
Early Redemption Amount (if applicable) 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 , one of its affiliates or
other parties 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
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