1.
|
Series No.:
|
966
|
2.
|
Aggregate Principal
Amount:
|
USD 50,000,000
|
3.
|
Issue Price:
|
USD 8,134,449, which is 16.268898
percent of the Aggregate Principal Amount
|
4.
|
Issue Date:
|
February 5, 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 100,000 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):
|
February 5, 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:
|
6.24 percent
per annum
|
|
(b) Reference
Price:
|
Issue Price
|
|
(c)
Basis:
|
Compounded annually
|
14.
|
Relevant Financial
Center:
|
London and New York
|
15.
|
Relevant Business Days:
|
London and 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
50,000,000.00 being 100 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):
|
February 5 in each year, commencing on February 5,
2028, up to and including February 5, 2054.
|
|
(d) Early Redemption Amount Bank:
|
February 5,
2028
|
USD
9,754,215.00 which is approximately 19.51 percent of the Aggregate
Principal Amount
|
February
5, 2029 |
USD 10,362,880.00 which is
approximately 20.73 percent of the Aggregate Principal
Amount
|
February 5,
2030 |
USD 11,009,520.00 which is
approximately 22.02 percent of the Aggregate Principal
Amount
|
February 5,
2031 |
USD 11,696,515.00 which is
approximately 23.39 percent of the Aggregate Principal
Amount
|
February 5,
2032 |
USD 12,426,380.00 which is
approximately 24.85 percent of the Aggregate Principal
Amount
|
February 5,
2033 |
USD 13,201,785.00 which is
approximately 26.40 percent of the Aggregate Principal
Amount
|
February 5,
2034 |
USD 14,025,575.00 which is
approximately 28.05
percent of the Aggregate Principal
Amount
|
February 5,
2035 |
USD 14,900,770.00 which is
approximately 29.80 percent of the Aggregate Principal
Amount
|
February 5,
2036 |
USD 15,830,580.00 which is
approximately 31.66 percent of the Aggregate Principal
Amount
|
|
|
February 5, 2037
|
USD 16,818,410.00 which is
approximately 33.64 percent of the Aggregate Principal
Amount
|
|
|
February 5, 2038
|
USD 17,867,875.00 which is
approximately 35.74 percent of the Aggregate Principal
Amount
|
|
|
February 5, 2039
|
USD 18,982,830.00 which is
approximately 37.97 percent of the Aggregate Principal
Amount
|
|
|
February 5, 2040
February 5, 2041
February 5, 2042
February 5, 2043
February 5, 2044
February 5, 2045
February 5, 2046
February 5, 2047
February 5, 2048
February 5, 2049
February 5, 2050
February 5, 2051
February 5, 2052
|
USD 20,167,360.00 which is
approximately 40.33 percent of the Aggregate Principal
Amount
USD 21,425,805.00 which is
approximately 42.85 percent of the Aggregate Principal
Amount
USD 22,762,775.00 which is
approximately 45.53 percent of the Aggregate Principal
Amount
USD 24,183,170.00 which is
approximately 48.37 percent of the Aggregate Principal
Amount
USD 25,692,200.00 which is
approximately 51.38 percent of the Aggregate Principal
Amount
USD 27,295,395.00 which is
approximately 54.59 percent of the Aggregate Principal
Amount
USD 28,998,625.00 which is
approximately 58.00 percent of the Aggregate Principal
Amount
USD 30,808,140.00 which is
approximately 61.62 percent of the Aggregate Principal
Amount
USD 32,730,570.00 which is
approximately 65.46 percent of the Aggregate Principal
Amount
USD 34,772,955.00 which is
approximately 69.55 percent of the Aggregate Principal
Amount
USD 36,942,790.00 which is
approximately 73.89 percent of the Aggregate Principal
Amount
USD 39,248,020.00 which is
approximately 78.50 percent of the Aggregate Principal
Amount
USD 41,697,095.00 which is
approximately 83.39 percent of the Aggregate Principal
Amount
|
|
|
February 5, 2053
|
USD 44,298,995.00 which is
approximately 88.60 percent of the Aggregate Principal
Amount
|
|
|
February 5, 2054
|
USD 47,063,255.00 which is
approximately 94.13 percent of the Aggregate Principal
Amount
|
For the avoidance of doubt,
the
percentage figures detailed above
are
not for calculation purposes and
have
been rounded.
|
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:
|
None.
|
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:
|
XS2990449048
|
|
(b) Common
Code:
|
299044904
|
7.
|
Identity of Dealer:
|
Nomura International 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 966 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.
|