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Inter 2042 | LSE:42BI | London | Medium Term Loan |
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TIDM42BI
RNS Number : 3000E
Inter-American Development Bank
02 November 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 529
TRY 35,000,000 10.47 per cent. Notes due October 27, 2017 (the "Notes")
Issue Price: 100 percent
No application has been made to list the Notes on any stock exchange.
J.P. Morgan Securities plc
The date of this Pricing Supplement is October 23, 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.: 529 2. Aggregate Principal Amount: TRY 35,000,000 3. Issue Price: 100 per cent. of the Aggregate Principal Amount 4. Issue Date: October 28, 2015 5. Form of Notes Bearer only. The Notes will initially (Condition 1(a)): 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") with all Coupons, if any, in respect of interest attached, 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) TRY 10,000 (Condition 1(b)): 7. Specified Currency Turkish Lira ("TRY") being the (Condition 1(d)): lawful currency of the Republic of Turkey 8. Specified Principal Payment TRY Currency (Conditions 1(d) and 7(h)): 9. Specified Interest Payment TRY Currency (Conditions 1(d) and 7(h)): 10. Maturity Date October 27, 2017 (Condition 6(a); Fixed The Maturity Date is subject to Interest Rate): adjustment in accordance with the Modified Following Business Day Convention with no adjustment to the amount of interest otherwise calculated. 11. Interest Basis Fixed Interest Rate (Condition (Condition 5): 5(I)) 12. Interest Commencement Date October 28, 2015 (Condition 5(III)): 13. Fixed Interest Rate (Condition 5(I)): 10.47 per cent. per annum (a) Interest Rate: (b) Fixed Rate Interest Semi-annually on April 27 and October Payment Date(s): 27 in each year, commencing on April 27, 2016 and ending on the Maturity Date. An amount of TRY 523.50 per Authorized Denomination is payable on each Fixed Rate Interest Payment Date (except for the first Fixed Rate Interest Payment Date) and TRY 520.59 per Authorized Denomination is payable on the first Fixed Rate Interest Payment Date. Each Fixed Rate Interest Payment Date is subject to adjustment in
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accordance with the Modified Following Business Day Convention with no adjustment to the amount of interest otherwise calculated. (c) Fixed Rate Day Count Fraction(s): 30/360 14. Relevant Financial Center: Istanbul 15. Relevant Business Days: Tokyo, London, New York and Istanbul 16. Redemption Amount (Condition TRY 10,000 per Authorized Denomination 6(a)): 17. Issuer's Optional Redemption No (Condition 6(e)): 18. Redemption at the Option No of the Noteholders (Condition 6(f)): 19. Early Redemption Amount In the event of any Notes becoming (including accrued interest, due and payable prior to the Maturity if applicable) (Condition Date in accordance with Condition 9): 9, the Early Redemption Amount of each such Note shall be the Redemption Amount that is determined in accordance with "16. Redemption Amount (Condition 6(a))" plus accrued and unpaid interest, if any, as determined in accordance with "13. Fixed Interest Rate (Condition 5(I))" 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 transactions permitted by U.S. tax regulations. (b) United Kingdom: The Dealer has agreed that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act of 2000 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. (c) Republic of Turkey: The Dealer has acknowledged that the Notes have not been, and will not be, approved by the Turkish Capital Markets Board ("CMB") under the provisions of Law No. 6362 of the Republic of Turkey relating to capital markets (the "Capital Market Law"). The Dealer has represented and agreed that neither the Prospectus nor any other offering material related to the offering will be utilized in connection with any general offering within the Republic of Turkey for the purpose of the sale of the Notes (or beneficial interests therein) without the prior approval of the CMB. In addition, the Dealer has represented and agreed that it has not marketed or caused to be marketed the Notes to residents of the Republic of Turkey. (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
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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 Euroclear Bank S.A./N.V. and/or Approved by the Bank and Clearstream Banking, Luxembourg the Global Agent and Clearance and 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: 129365005 (b) ISIN: XS1293650054 7. Identity of Dealer: J.P. Morgan Securities plc 8. Identity of Calculation JPMorgan Chase Bank, N.A. Agent: 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. Provisions for Bearer Notes: (a) Exchange Date: Not earlier than 40 (forty) 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" herein and in the Prospectus. (d) Individual Definitive No Registered Notes: (e) Registered Global notes: No 10. Additional Risk Factors: As set forth in the Additional Investment Considerations
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 1 January 2016, which legislation must apply from 1 January 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 31 December 2015, which legislation must apply from 1 January 2016 (1 January 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 1 January 2016 (1 January 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 Income Tax Matters
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