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Inter 2042 | LSE:42BI | London | Medium Term Loan |
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TIDM42BI
RNS Number : 7374Z
Inter-American Development Bank
21 September 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 526
COP 14,400,000,000 5.00 percent Notes due September 21, 2020
payable in United States Dollars
Issue Price: 100.00 percent
No application has been made to list the Notes on any stock exchange.
Citigroup Global Markets Limited
The date of this Pricing Supplement is as of September 16, 2015
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 January 8, 2001 (the "Prospectus") (which for the avoidance of doubt does not constitute a prospectus for the purposes of Part VI of the United Kingdom Financial Services and Markets Act 2000 or a base prospectus for the purposes of Directive 2003/71/EC of the European Parliament and of the Council). 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.
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. These are the only terms which form part of the form of Notes for such issue.
1. Series No.: 526 2. Aggregate Principal Amount: COP 14,400,000,000 3. Issue Price: COP 14,400,000,000, which is 100.00 percent of the Aggregate Principal Amount The Issue Price will be payable in USD in the amount of USD 4,625,762.93 at the agreed COP Rate of 3,113.00 COP per one USD. 4. Issue Date: September 21, 2015 5. Form of Notes (Condition 1(a)): Registered only, as further provided in paragraph 9(c) of "Other Relevant Terms" below. 6. Authorized Denomination(s) (Condition 1(b)): COP 100,000,000 and integral multiples thereof 7. Specified Currency (Condition 1(d)): The lawful currency of the Republic of Colombia ("Colombian Pesos" or "COP"), provided that all payments in respect of the Notes will be made in United States Dollars ("USD") 8. Specified Principal Payment Currency (Conditions 1(d) and 7(h)): USD 9. Specified Interest Payment Currency USD (Conditions 1(d) and 7(h)): 10. Maturity Date (Condition 6(a); Fixed September 21, 2020. Interest Rate): 11. Interest Basis (Condition 5): Fixed Interest Rate (Condition 5(I)) 12. Interest Commencement Date (Condition 5(III)): Issue Date (September 21, 2015) 13. Fixed Interest Rate (Condition Condition 5(I) as amended and 5(I)): supplemented below, shall apply to the Notes. The bases of the calculation of the Interest Amount, Interest Payment Dates and default interest are as set out below. (a) Interest Rate: 5.00 percent per annum (b) Business Day Convention: Modified Following Business Day Convention (c) Fixed Rate Interest Payment Date(s): Annually on each September 21, commencing on September 21, 2016 and ending on, and including, the Maturity Date. (d) Interest Period: Each period from and including each Interest Payment Date to but excluding the next following Interest Payment Date, provided that the initial Interest Period will commence on and include the Interest Commencement Date, and the final Interest Period will end on but exclude the Maturity Date. For the purposes of the calculation of the Interest Amount payable for any Interest Period, there shall be no adjustment pursuant to the Business Day Convention specified above. (e) Fixed Rate Day Count Fraction(s): Actual/365 (Fixed) (f) Calculation of Interest As soon as practicable and in Amount: accordance with the procedure specified herein, the Calculation Agent will determine the COP/USD Exchange Rate (as defined below) and calculate the amount of interest payable (the "Interest Amount") with respect to each minimum Authorized Denomination for the relevant Interest Period. The Interest Amount with respect to any Interest Period shall be a USD amount calculated using the COP/USD Exchange Rate determined as of the relevant Valuation Date (as defined below) as follows: 5.00% times the minimum Authorized Denomination times the Fixed Rate Day Count Fraction divided by the COP/USD Exchange Rate (and rounding, if necessary, the entire resulting figure to the nearest two decimal places, with USD 0.005 being rounded upwards). The "COP/USD Exchange Rate" means the rate determined by the Calculation Agent that is equal to the COP/USD exchange rate ("COP TRM (COP02)"), expressed as the amount of COP per one USD, for settlement on the same day, reported by the Colombian Banking Superintendency (www.banrep.gov.co) as the "Tasa Representativa del Mercado (TRM)" (also referred to as the "Tasa de Cierre Representativa del Mercado (TCRM)") by no later than 10:30 a.m., Bogotá time, on the first Relevant Business Day following the related Valuation Date (such date, subject to adjustment as described below). The "Valuation Date" means the date that is two Relevant Business Days prior to the applicable
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September 22, 2015 02:00 ET (06:00 GMT)
Interest Payment Date or Maturity Date. The Valuation Date shall be subject to adjustment as follows: if the scheduled date of the Valuation Date is not a Relevant Business Day, then the Valuation Date will be the first preceding day that is a Relevant Business Day. Fallback Provisions: In the event that the COP TRM (COP02) is not reported by the Colombian Banking Superintendency as the "Tasa Representativa del Mercado (TRM)" (or the "Tasa de Cierre Representativa del Mercado (TCRM)") on the first Relevant Business Day following a Valuation Date, then the COP/USD Exchange Rate for such Valuation Date shall be determined by the Calculation Agent in good faith. (g) Calculation Agent: See "8. Identity of Calculation Agent" under "Other Relevant Terms" (h) Notification: If the Interest Amount payable on any Fixed Rate Interest Payment Date or the Redemption Amount, as the case may be, is calculated in any manner other than by utilizing the COP TRM (COP02) reported by the Colombian Banking Superintendency as the "Tasa Representativa del Mercado (TRM)" (or the "Tasa de Cierre Representativa del Mercado (TCRM)"), the Global Agent on behalf of the Bank shall give notice as soon as reasonably practicable to the Noteholders in accordance with Condition 14 (Notices). 14. Relevant Financial Center: New York, London and Bogotá 15. Relevant Business Day: New York, London and Bogotá 16. Redemption Amount (Condition 6(a)): The Redemption Amount with respect to each minimum Authorized Denomination will be a USD amount calculated by the Calculation Agent as of the Valuation Date with respect to the Maturity Date as follows: minimum Authorized Denomination divided by the COP/USD Exchange Rate (and rounding, if necessary, the entire resulting figure to the nearest 2 decimal places, with USD 0.005 being rounded upwards). Payment of the Redemption Amount will occur on the scheduled Maturity Date. 17. Issuer's Optional Redemption (Condition 6(e)): No 18. Redemption at the Option of the Noteholders (Condition No 6(f)): 19. Early Redemption Amount (including accrued interest, In the event the Notes become if applicable) (Condition due and payable as provided 9): in Condition 9 (Default), the Early Redemption Amount with respect to each minimum Authorized Denomination will be a USD amount equal to the Redemption Amount that is determined in accordance with "16. Redemption Amount" plus accrued and unpaid interest, if any, as determined in accordance with "13. Fixed Interest Rate (Condition 5(I))"; provided, that for purposes of such determination, the "Valuation Date" shall be the date that is two Relevant Business Days prior to the date upon which the Notes become due and payable as provided in Condition 9 (Default). 20. Governing Law: New York 21. 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: The Dealer represents and agrees that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. (c) Colombia: This Pricing Supplement does not constitute and may not be used for, or in connection with, a public offering as defined in the laws of the Republic of Colombia and shall be valid in Colombia only to the extent permitted by Colombian law. Therefore, the Notes will not be marketed, offered, sold or distributed in Colombia or to Colombian residents except in circumstances which do not constitute a public offering. Any promotional or advertisement activity shall comply with the requirements set out by Colombian law. The Notes have not been registered in the Republic of Colombia and may only be exchanged in the territory of the Republic of Colombia to the extent permitted by applicable law. The information contained in this Pricing Supplement is provided for assistance purposes only and no representation or warranty is made as to the accuracy or completeness of the information
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September 22, 2015 02:00 ET (06:00 GMT)
contained herein. (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. Other Relevant Terms 1. Listing: None 2. Details of Clearance System Approved by the Bank and the Global Agent and Clearance Euroclear Bank SA/NV and Clearstream, and Luxembourg Settlement Procedures: 3. Syndicated: No 4. Commissions and Concessions: No commissions or concessions are payable in respect of the Notes. 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: None. The Dealer has agreed to pay for all material expenses related to the issuance of the Notes. 6. Codes: (a) Common Code: 129071648 (b) ISIN: XS1290716486 7. Identity of Dealer: Citigroup Global Markets Limited 8. Identity of Calculation Citibank, N.A., New York Agent: In relation to the Valuation Date, as soon as is reasonably practicable after the determination of the COP/USD Exchange Rate in relation thereto, on the date on which the relevant COP/USD Exchange Rate is to be determined (or, if such date is not a Relevant Business Day, then on the next succeeding Relevant Business Day), the Calculation Agent shall notify the Issuer and the Global Agent of the COP/USD Exchange Rate, and the Interest Amount, and the Redemption Amount or Early Redemption Amount, as the case may be, in relation thereto. 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. 9. Provision for Registered Notes: (a) Individual Definitive Registered Notes Available No on Issue Date: (b) DTC Global Note(s): No (c) Other Registered Global Yes, issued in accordance with Notes: the Global Agency Agreement, dated January 8, 2001, among the Bank, Citibank, N.A., as Global Agent, and the other parties thereto.
General Information
Additional Information regarding the Notes
1. The EU has adopted Council Directive 2003/48/EC on the taxation of savings income (the "Savings Directive"). The Savings Directive requires EU Member States to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or secured by such a person for the benefit of) an individual resident, or to (or secured for) certain other types of entity established, in that other EU Member State, except that Austria will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period it elects otherwise.
A number of non-EU countries and territories, including Switzerland, have adopted similar measures.
The Bank undertakes that it will ensure that it maintains a paying agent in a country which is an EU Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive.
The Council of the European Union has adopted a Directive (the "Amending Savings Directive") which would, when implemented, amend and broaden the scope of the requirements of the Savings Directive described above, including by expanding the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and by expanding the circumstances in which payments must be reported or paid subject to withholding. The Amending Savings Directive requires EU Member States to adopt national legislation necessary to comply with it by January 1, 2016, which legislation must apply from January 1, 2017.
The Council of the European Union has also adopted a Directive (the "Amending Cooperation Directive") amending Council Directive 2011/16/EU on administrative cooperation in the field of taxation so as to introduce an extended automatic exchange of information regime in accordance with the Global Standard released by the OECD Council in July 2014. The Amending Cooperation Directive requires EU Member States to adopt national legislation necessary to comply with it by December 31, 2015, which legislation must apply from January 1, 2016 (January 1, 2017 in the case of Austria). The Amending Cooperation Directive is generally broader in scope than the Savings Directive, although it does not impose withholding taxes, and provides that to the extent there is overlap of scope, the Amending Cooperation Directive prevails. The European Commission has therefore published a proposal for a Council Directive repealing the Savings Directive from January 1, 2016 (January 1, 2017 in the case of Austria) (in each case subject to transitional arrangements). The proposal also provides that, if it is adopted, EU Member States will not be required to implement the Amending Savings Directive. Information reporting and exchange will however still be required under Council Directive 2011/16/EU (as amended).
2. United States Federal Tax Matters
The following supplements the discussion under the "Tax Matters" section of the Prospectus regarding the U.S. federal income tax treatment of the Notes, and is subject to the limitations and exceptions set forth therein. Any tax disclosure in the Prospectus or this pricing supplement is of a general nature only, is not exhaustive of all possible tax considerations and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular prospective investor. Each prospective investor should consult its own tax advisor as to the particular tax consequences to it of the acquisition, ownership, and disposition of the Notes, including the effects of applicable U.S. federal, state, and local tax laws and non-U.S. tax laws and possible changes in tax laws.
(MORE TO FOLLOW) Dow Jones Newswires
September 22, 2015 02:00 ET (06:00 GMT)
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