1.
|
Series No.:
|
963
|
2.
|
Aggregate Principal
Amount:
|
USD 10,000,000
|
3.
|
Issue Price:
|
USD 10,000,000, which is 100.00
percent of the Aggregate Principal Amount
|
4.
|
Issue Date:
|
January 24, 2025
|
5.
|
Form of Notes
(Condition 1(a)):
|
Registered only, as further provided in paragraph 8
of "Other Relevant Terms" below.
|
6.
|
New Global Note:
|
No
|
7.
|
Authorized Denomination(s)
(Condition 1(b)):
|
USD 1,000,000 and
integral multiples thereof.
|
8.
|
Specified Currency
(Condition 1(d)):
|
United States Dollars (USD) being the lawful currency of the United
States of America
|
9.
|
Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
|
USD
|
10.
|
Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
|
USD
|
11.
|
Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
|
January 24, 2055
The Maturity Date is subject to the
Business Day Convention, but with no adjustment to
the amount of interest otherwise calculated.
|
12.
|
Interest Basis
(Condition 5):
|
Zero Coupon (Condition 5(IV))
The Notes constitute "Par Zero
Coupon Notes" under the Conditions.
|
13.
|
Zero Coupon (Conditions 5(IV) and
6(c)):
|
|
|
(a)
Amortization Yield:
|
6.15 percent
per annum
|
|
(b) Reference
Price:
|
Issue Price
|
|
(c)
Basis:
|
Compounded annually
|
14.
|
Relevant Financial
Center:
|
New York
|
15.
|
Relevant Business Days:
|
New York
|
16.
|
Redemption Amount (Condition
6(a)):
|
Unless previously redeemed or
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 USD
59,923,884.06, being 599.23884058 percent of the Aggregate
Principal Amount, subject to Item 17 (Issuer's Optional Redemption)
below.
|
17.
|
Issuer's Optional Redemption
(Condition 6(e)):
|
Yes, in whole but not in
part
|
|
(a) Notice Period:
|
No less than five (5) Relevant
Business Days prior to the Optional Redemption Date
|
|
(b) Amount:
|
100.00 percent per Authorized
Denomination
|
|
(c) Date(s):
|
January 24 in each year, commencing on January 24,
2035, up to and including January 24, 2054.
|
|
(d) Early Redemption Amount Bank:
|
January 24, 2035
|
USD 18,163,518.69 which is
181.6351869 percent of the Aggregate Principal Amount
|
January
24, 2036 |
USD 19,280,575.08 which is
192.8057508 percent of the Aggregate Principal Amount
|
January
24, 2037 |
USD 20,466,330.45 which is
204.6633045 percent of the Aggregate Principal Amount
|
January
24, 2038 |
USD 21,725,009.77 which is
217.2500977 percent of the Aggregate Principal Amount
|
January
24, 2039 |
USD 23,061,097.88 which is
230.6109788 percent of the Aggregate Principal
Amount
|
January
24, 2040 |
USD 24,479,355.40 which is
244.793554 percent of the Aggregate Principal Amount
|
January
24, 2041 |
USD 25,984,835.75 which is
259.8483575
percent of the Aggregate Principal
Amount
|
January
24, 2042 |
USD 27,582,903.15 which is
275.8290315 percent of the Aggregate Principal Amount
|
January
24, 2043 |
USD 29,279,251.69 which is
292.7925169 percent of the Aggregate Principal Amount
|
|
|
January 24, 2044
|
USD 31,079,925.67 which is
310.7992567 percent of the Aggregate Principal Amount
|
|
|
January 24, 2045
|
USD 32,991,341.10 which is
329.913411 percent of the Aggregate Principal Amount
|
|
|
January 24, 2046
|
USD 35,020,308.58 which is
350.2030858 percent of the Aggregate Principal Amount
|
|
|
January 24, 2047
January 24, 2048
January 24, 2049
January 24, 2050
January 24, 2051
January 24, 2052
January 24, 2053
January 24, 2054
|
USD 37,174,057.56 which is
371.7405756 percent of the Aggregate Principal Amount
USD 39,460,262.10 which is
394.602621 percent of the Aggregate Principal Amount
USD 41,887,068.22 which is
418.8706822 percent of the Aggregate Principal Amount
USD 44,463,122.91 which is
444.6312291 percent of the Aggregate Principal Amount
USD 47,197,604.97 which is
471.9760497 percent of the Aggregate Principal Amount
USD 50,100,257.68 which is
501.0025768 percent of the Aggregate Principal Amount
USD 53,181,423.52 which is
531.8142352 percent of the Aggregate Principal Amount
USD 56,452,081.07 which is
564.5208107 percent of the Aggregate Principal Amount
|
18.
|
Redemption at the Option of the
Noteholders (Condition 6(f)):
|
No
|
19.
|
Early Redemption Amount (including
accrued interest, if applicable) (Condition 9):
|
In the event of any Note becoming
due and payable prior to the Maturity Date in accordance with
Condition 9 (but, for the avoidance of doubt, not Condition 6(e)),
the Early Redemption Amount will be an amount equal to the
Amortized Face Amount of such Note (calculated in accordance with
Condition 6(c)).
|
20.
|
Governing Law:
|
New York
|
Other Relevant Terms
|
1.
|
Listing:
|
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.
|
2.
|
Details of Clearance System Approved
by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
|
Euroclear Bank SA/NV and/or
Clearstream Banking, Luxembourg
|
3.
|
Syndicated:
|
No
|
4.
|
Commissions and
Concessions:
|
None. An affiliate of the
Dealer has arranged a swap with the Bank in connection with this
transaction and will receive amounts thereunder that may comprise
compensation.
|
5.
|
Estimated Total Expenses:
|
The Dealer has 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.
|
6.
|
Codes:
|
|
|
(a)
ISIN:
|
XS2981968758
|
|
(b) Common
Code:
|
298196875
|
7.
|
Identity of Dealer:
|
J.P. Morgan Securities plc
|
8.
|
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, between the Bank, Citibank, N.A., London Branch as Global
Agent, and the other parties thereto.
|
9.
|
Intended to be held in a manner
which would allow Eurosystem eligibility:
|
Not Applicable
|
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.
The Issuer and the Dealer have agreed
that the Series 901 Notes will not be offered, sold or distributed
by the Dealer, directly or indirectly, in the United States of
America, its territories or possessions, or to, or for the account
or benefit of, persons subject to U.S. tax laws in respect of
the interest income on the Notes.
|
|
(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)
Singapore:
|
The Dealer represents,
warrants and agrees, that it has not
offered or sold any Notes or caused the
Notes to be made
the subject of an invitation
for subscription or purchase and will
not offer or sell any Notes or cause the
Notes to be made the subject of an
invitation for
subscription or purchase, and has
not
circulated or distributed, nor will
it
circulate or distribute the
Prospectus, this
Pricing Supplement or any
other
document or material in connection
with
the offer or sale, or invitation
for
subscription or purchase, of the
Notes,
whether directly or indirectly, to
any
person in Singapore other than: (i)
to an
institutional investor (as defined
in
Section 4A of the SFA) pursuant
to
Section 274 of the SFA or (ii) to
an
accredited investor (as defined in
Section
4A of the SFA) pursuant to and
in
accordance with the conditions
specified
in Section 275 of the SFA and
(where
applicable) Regulation 3 of the
Securities
and Futures (Classes of
Investors)
Regulations 2018 of
Singapore.
Investors should note that there may
be
restrictions on the secondary sale
of the
Notes under Section 276 of the
SFA.
Any reference to the SFA is a
reference to
the Securities and Futures Act 2001
of
Singapore and a reference to any
term that
is defined in the SFA or any
provision in
the SFA is a reference to that term
or
provision as amended or modified
from
time to time including by such of
its
subsidiary legislation as may
be
applicable at the relevant
time.
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 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, 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.
|