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Name | Symbol | Market | Type |
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Inter 2042 | LSE:42BI | London | Medium Term Loan |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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TIDM42BI
RNS Number : 2995E
Inter-American Development Bank
02 November 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 536
INR 449,000,000 5.43 percent Notes due October 27, 2020 (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 October 20, 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.: 536 2. Aggregate Principal Amount: INR 449,000,000 3. Issue Price: INR 448,910,200, which is 99.980 percent of the Aggregate Principal Amount The Issue Price will be payable in JPY in the amount of JPY 825,815,204 at the agreed rate of JPY 1.8396 per one INR. 4. Issue Date: October 27, 2015 5. Form of Notes (Condition 1(a)): Bearer only. 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. Authorized Denomination(s) (Condition 1(b)): INR 100,000 7. Specified Currency (Condition 1(d)): Indian Rupee ("INR") provided that all payments in respect of the Notes will be made in Japanese Yen ("JPY") 8. Specified Principal Payment Currency (Conditions 1(d) and 7(h)): JPY 9. Specified Interest Payment Currency JPY (Conditions 1(d) and 7(h)): 10. Maturity Date (Condition 6(a); Fixed October 27, 2020 Interest Rate): The Maturity Date is subject to adjustment in accordance with the Modified Following Business Day Convention with no adjustment to the amount of interest otherwise calculated. 11. Interest Basis (Condition 5): Fixed Interest Rate (Condition 5(I)) 12. Interest Commencement Date (Condition 5(III)): Issue Date (October 27, 2015) 13. Fixed Interest Rate (Condition 5(I)): (a) Interest Rate: 5.43 percent per annum (b) Fixed Rate Interest Semi-annually on April 27 and Payment Date(s): October 27 in each year, commencing on April 27, 2016 and ending on the Maturity Date. Each Fixed Rate Interest Payment Date is subject to adjustment in accordance with the Modified 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 each Interest Period shall be a JPY amount calculated on the relevant FX Fixing Date (as defined below) as follows:
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INR 2,715 multiplied by the Reference Rate (rounding, if necessary, the entire resulting figure to the nearest whole JPY, with JPY 0.5 being rounded upwards). 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 two decimal places with 0.005 being rounded upwards. (b) If USD/JPY_fx is not available on the relevant FX Fixing Date, the Calculation Agent will request five leading reference banks (selected by the Calculation Agent at its sole discretion) in the Tokyo interbank market for their mid market quotations of the USD/JPY spot exchange rate at approximately 3:00 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 USD/JPY_fx. Provided that, if only four quotations are so provided, then USD/JPY_fx shall be the arithmetic mean of such quotations without regard to the highest and lowest values quoted. If fewer than four quotations but at least two quotations can be obtained, then USD/JPY_fx shall be the arithmetic mean of the quotations actually obtained by the Calculation Agent. If only one quotation is available, the Calculation Agent may determine that such quotation shall be USD/JPY_fx, and 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, USD/JPY_fx shall be determined by the Calculation Agent in good faith. (c) If USD/INR_fx is not available on the relevant FX Fixing Date, the Calculation Agent will request five leading reference banks (selected by the Calculation Agent at 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 USD/INR_fx. Provided that, if only four quotations are so provided, then USD/INR_fx shall be the arithmetic mean of such quotations without regard to the highest and lowest values quoted. If fewer than four quotations but at least two quotations can be obtained then USD/INR_fx shall be the arithmetic mean of the quotations actually obtained by the Calculation Agent. If only one quotation is available, the Calculation Agent may determine that such quotation shall be USD/INR_fx, and 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, USD/INR_fx shall be determined by the Calculation Agent in good faith. Notwithstanding paragraphs (a) through (c) above, if any FX Fixing Date falls on an Unscheduled Holiday, the USD/INR_fx will be determined by the Calculation Agent on such FX Fixing Date in its sole discretion, acting in good faith and in a commercially reasonable manner. 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 JPMorgan Chase Bank, N.A. All determinations of the Calculation Agent shall (in the absence of manifest error) be final and binding on all parties (including, but
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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. "FX Fixing Date" means 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; provided, that irrespective of whether there is an Unscheduled Holiday between the FX Fixing Date and the relevant date of payment, such FX Fixing Date shall not be subject to adjustment. "Mumbai Business Day" means a day (other than a Saturday or a 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 RBIC Rate is not available for any reason on the Bloomberg page <INRRRTYN index> or any successor page on the relevant FX Fixing Date. "RBIC Rate" means the spot JPY/INR foreign exchange rate, (expressed as the number of INR per 100 JPY) as reported by the Reserve Bank of India and as published on Bloomberg Page <INRRRTYN index>, or such other page or services as may replace any such page for the purpose of displaying the reference JPY/INR exchange rate. "Reference Rate" means the product of 100 and the reciprocal number of the RBIC Rate on each FX 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 this fact was not publically known to market participants (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 Mumbai Business Days prior to the relevant FX Fixing Date. "USD/INR_fx" means the spot USD/INR foreign exchange rate, (expressed as the number of INR per one USD), for settlement in two Mumbai Business Days reported by the Reserve Bank of India which appears on Reuters Screen "RBIB" Page, or any successor page as the case may be, on the relevant FX Fixing Date. "USD/JPY_fx" means the arithmetic mean of bid and offered rate for USD/JPY (expressed as the number of JPY per one USD) as of 3:00 p.m. Tokyo time on the relevant FX Fixing Date, which appears under the heading "DLR/YEN" column on Reuters Screen "TKFE" Page, or any successor page as the case may be. (c) Fixed Rate Day Count Fraction(s): 30/360 14. Relevant Financial Center: London, Mumbai, New York and Tokyo 15. Relevant Business Days: London, Mumbai, New York and Tokyo 16. Redemption Amount (Condition 6(a)): The Redemption Amount with respect to each Authorized Denomination will be a JPY amount calculated by the Calculation Agent on the FX Fixing Date with respect to the Maturity Date as follows: INR 100,000 multiplied by the Reference Rate (and rounding, if necessary, the entire resulting figure to the nearest whole JPY, with JPY 0.5 being rounded upwards). 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, if applicable) (Condition In the event the Notes become 9): due and payable as provided in Condition 9 (Default), the 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 "16. Redemption Amount (Condition 6(a))" plus accrued and unpaid interest, if any, as determined
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in accordance with "13. Fixed Interest Rate (Condition 5(I))"; provided, that for purposes of such determination, the "FX Fixing Date" shall be the date fixed by the Calculation Agent. 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. 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 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 such Notes in, from or otherwise involving the United Kingdom. (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 notes, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (except as aforesaid). (e) 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. Other Relevant Terms 1. Listing: None 2. Details of Clearance System Approved by the Bank and the Euroclear Bank SA/NV and/or Global Agent and Clearance Clearstream Banking, Luxembourg and Settlement Procedures: 3. Syndicated: No 4. Commissions and Concessions: 1.80 percent of the Aggregate Principal Amount 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: 130349498 (b) ISIN: XS1303494980 7. Identity of Dealer: Nomura International plc 8. Provisions for Bearer Notes: (a) Exchange Date: Not earlier than December 7, 2015, 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"
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