1.
|
Series No.:
|
958
|
2.
|
Aggregate Principal
Amount:
|
USD 20,000,000
|
3.
|
Issue Price:
|
USD 20,000,000, which is 100.00
percent of the Aggregate Principal Amount
|
4.
|
Issue Date:
|
January 24, 2025
|
5.
|
Form of Notes
(Condition 1(a)):
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Registered only, as further provided in paragraph 8
of "Other Relevant Terms" below.
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6.
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New Global Note:
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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:
|
6.43 percent
per annum
|
|
(b)
Reference Price:
|
Issue Price
|
|
(c)
Basis:
|
Compounded annually
|
14.
|
Relevant Financial
Center:
|
London, New York
|
15.
|
Relevant Business Days:
|
London, 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
129,703,549.18, being 648.52 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,
2030, up to and including January 24, 2054.
|
|
(d) Early Redemption Amount Bank:
|
January 24, 2030
|
USD 27,311,798.93 which is
136.55899465 percent of the Aggregate Principal Amount
|
January
24, 2031 |
USD 29,067,947.60 which is
145.33973800 percent of the Aggregate Principal Amount
|
January
24, 2032 |
USD 30,937,016.63 which is
154.68508315 percent of the Aggregate Principal Amount
|
January
24, 2033 |
USD 32,926,266.80 which is
164.63133400 percent of the Aggregate Principal Amount
|
January
24, 2034 |
USD 35,043,425.75 which
is
175. 21712875 percent of the
Aggregate Principal Amount
|
January
24, 2035 |
USD 37,296,718.03 which is
186.48359015 percent of the Aggregate Principal Amount
|
January
24, 2036 |
USD 39,694,897.00 which is
198.47448500 percent of the Aggregate
Principal Amount
|
January
24, 2037 |
USD 42,247,278.87 which is
211.23639436 percent of the Aggregate Principal Amount
|
January
24, 2038 |
USD 44,963,778.90 which is
224.81889450 percent of the Aggregate Principal Amount
|
|
|
January 24, 2039
|
USD 47,854,949.89 which is
239.27474945 percent of the Aggregate Principal
Amount
|
|
|
January 24, 2040
|
USD 50,932,023.16 which is
254.66011580 percent of the Aggregate Principal Amount
|
|
|
January 24, 2041
|
USD 54,206,952.25 which is
271.034761250 percent of the Aggregate Principal Amount
|
|
|
January 24, 2042
January 24, 2043
January 24, 2044
January 24, 2045
January 24, 2046
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 57,692,459.28 which is
288.46229640 percent of the Aggregate Principal Amount
USD 61,402,084.42 which is
307.01042210 percent of the Aggregate Principal Amount
USD 65,350,238.44 which is 326.
75119220 percent of the Aggregate Principal Amount
USD 69,552,258.78 which is
347.76129390 percent of the Aggregate Principal Amount
USD 74,024,469.02 which is
370.12234510 percent of the Aggregate Principal Amount
USD 78,784,242.37 which is 393.
92121185 percent of the Aggregate Principal Amount
USD 83,850,069.16 which is
419.25034580 percent of the Aggregate Principal Amount
USD 89,241,628.60 which is
446.20814300 percent of the Aggregate Principal Amount
USD 94,979,865.32 which is 474.
89932660 percent of the Aggregate Principal Amount
USD 101,087,070.66 which is
505.43535330 percent of the Aggregate Principal Amount
USD 107,586,969.31 which is 537.
93484655 percent of the Aggregate Principal Amount
USD 114,504,811.43 which is
572.52405715 percent of the Aggregate Principal
Amount
USD 121,867,470.81 which is
609. 33735405 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:
|
XS2979605552
|
|
(b)
Common Code:
|
297960555
|
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 958 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 Manager 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.
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