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Name | Symbol | Market | Type |
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Inter 2042 | LSE:42BI | London | Medium Term Loan |
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TIDM42BI
RNS Number : 3778G
Inter-American Development Bank
19 November 2015
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 537
Tranche No: 2
U.S.$100,000,000 Floating Rate Notes due January 16, 2018 (the "Notes") as from November 13, 2015 to be consolidated and form a single series with the Bank's U.S.$500,000,000 Floating Rate Notes due January 16, 2018, issued October 27, 2015 (the "Series 537 Tranche 1 Notes")
Issue Price: 100.0055 percent plus 17 days' accrued interest
Application has been made for the Notes to be admitted to the
Official List of the United Kingdom Listing Authority and
to trading on the London Stock Exchange plc's
Regulated Market
TD Securities
The date of this Pricing Supplement is November 10, 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.: 537 Tranche No.: 2 2. Aggregate Principal Amount: U.S.$100,000,000 As from the Issue Date, the Notes will be consolidated and form a single series with the Series 537 Tranche 1 Notes 3. Issue Price: U.S.$100,022,500.00, which amount represents the sum of (a) 100.0055 percent of the Aggregate Principal Amount plus (b) the amount of U.S.$17,000.00 representing 17 days' accrued interest, inclusive. 4. Issue Date: November 13, 2015 5. Form of Notes Registered only, as further provided (Condition 1(a)): in paragraph 9 of "Other Relevant Terms" below 6. Authorized Denomination(s) U.S.$1,000 and integral multiples thereof (Condition 1(b)): 7. Specified Currency United States Dollars (U.S.$ or (Condition 1(d)): USD) being the lawful currency of the United States of America 8. Specified Principal Payment USD Currency (Conditions 1(d) and 7(h)): 9. Specified Interest Payment USD Currency (Conditions 1(d) and 7(h)): 10. Maturity Date January 16, 2018 (Condition 6(a)): 11. Interest Basis Variable Interest Rate (Condition (Condition 5): 5(II)) 12. Interest Commencement Date October 27, 2015 (Condition 5(III)): 13. Variable Interest Rate (Condition 5(II)): (a) Calculation Amount (if different Not Applicable than Principal Amount of the Note): (b) Business Day Convention: Modified Following Business Day Convention (c) Specified Interest Period: Not Applicable (d) Interest Payment Date: Quarterly in arrear on January 16, April 16, July 16, and October 16, commencing on January 16, 2016, up to and including the Maturity Date. Each Interest Payment Date is subject to adjustment in accordance with the Modified Following Business Day Convention. (e) Reference Rate: 3-Month USD-LIBOR-BBA; provided, however, that the Reference Rate applicable to the first Interest Period shall be determined by linear interpolation between 2-Month USD-LIBOR-BBA and 3-Month USD-LIBOR-BBA based on the number of days in such first Interest Period. "2-Month USD-LIBOR-BBA" means the rate for deposits in USD for a period of 2 months which appears on Reuters Screen LIBOR01 (or such other page that may replace that page on that service or a successor service) as of the Relevant Time on the Interest Determination Date; "3-Month USD-LIBOR-BBA" means the rate for deposits in USD for a period of 3 months which appears on Reuters Screen LIBOR01 (or such other page that may replace that page on that service or a successor service) as of the Relevant Time on the Interest Determination Date; "Relevant Time" means 11:00 a.m., London time; "Interest Determination Date" means the second London Banking Day prior to the first day of the relevant Interest Period; and "London Banking Day" means a day on which commercial banks are open for general business, including dealings in foreign exchange and foreign currency deposits, in London. If such rate does not appear on Reuters Screen LIBOR01 (or such other page that may replace that page on that service or a successor service) at the Relevant Time on the Interest Determination Date,
(MORE TO FOLLOW) Dow Jones Newswires
November 20, 2015 02:00 ET (07:00 GMT)
then the rate for 3-Month USD-LIBOR-BBA (or 2-Month USD-LIBOR-BBA, as the case may be) shall be determined on the basis of the rates at which deposits in USD are offered at the Relevant Time on the Interest Determination Date by five major banks in the London interbank market (the "Reference Banks") as selected by the Calculation Agent, to prime banks in the London interbank market for a period of 3 months (or 2 months, as the case may be) commencing on the first day of the relevant Interest Period and in an amount that is representative for a single transaction in the London interbank market at the Relevant Time. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for 3-Month USD-LIBOR-BBA (or 2-Month USD-LIBOR-BBA, as the case may be) shall be the arithmetic mean of such quotations. If fewer than two quotations are provided as requested, the rate for 3-Month USD-LIBOR-BBA (or 2-Month USD-LIBOR-BBA, as the case may be) shall be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the first day of the relevant Interest Period for loans in USD to leading European banks for a period of 3 months (or 2 months, as the case may be) commencing on the first day of the relevant Interest Period and in an amount that is representative for a single transaction in the London interbank market at such time. If no quotation is available or if the Calculation Agent determines in its sole discretion that there is no suitable bank that is prepared to provide the quotes, the Calculation Agent will determine the rate for 3-Month USD-LIBOR-BBA (or 2-Month USD-LIBOR-BBA, as the case may be) for the Interest Determination Date in question in a manner that it deems commercially reasonable by reference to such additional resources as it deems appropriate. (f) Primary Source for Interest Reuters Rate Quotations for Reference Rate: (g) Calculation Agent: See "8. Identity of Calculation Agent" under "Other Relevant Terms" 14. Other Variable Interest Rate Terms (Conditions 5(II) and (III)): (a) Spread: plus (+) 0.060 percent (b) Variable Rate Day Count Act/360, adjusted Fraction if not actual/360: (c) Relevant Banking Center: London and New York 15. Relevant Financial Center: London and New York 16. Relevant Business Day: London and New York 17. Issuer's Optional Redemption No (Condition 6(e)): 18. Redemption at the Option No of the Noteholders (Condition 6(f)): 19. Governing Law: New York 20. 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 such Notes in, from or otherwise involving the United Kingdom. (c) 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
(MORE TO FOLLOW) Dow Jones Newswires
November 20, 2015 02:00 ET (07:00 GMT)
any offering material. Other Relevant Terms 1. Listing: Application has been made for the Notes to be admitted to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange plc's Regulated Market. 2. Details of Clearance System Depository Trust Company (DTC); Approved by the Bank and the Euroclear Bank S.A./N.V.; Clearstream Global Agent and Clearance and Banking, société anonyme Settlement Procedures: 3. Syndicated: No 4. Commissions and Concessions: None 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) CUSIP 45818WBG0 (b) Common Code: 131129882 (c) ISIN: US45818WBG06 7. Identity of Dealer: The Toronto-Dominion Bank 8. Identity of Calculation Agent: The Global Agent, Citibank, N.A., London branch, will act as the Calculation 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 Registered Notes: (a) Individual Definitive Registered No Notes Available on Issue Date: (b) DTC Global Note(s): Yes, issued in accordance with the Global Agency Agreement, dated January 8, 2001, as amended, among the Bank, Citibank, N.A. as Global Agent, and the other parties thereto. (c) Other Registered Global No Notes:
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 Income 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.
Due to a change in law since the date of the Prospectus, the second paragraph of "-Payments of Interest" under the "United States Holders" section should be updated to read as follows: "Interest paid by the Bank on the Notes constitutes income from sources outside the United States and will, depending on the circumstances, be "passive" or "general" income for purposes of computing the foreign tax credit."
The Notes should be treated as variable rate debt instruments that are issued without original issue discount. Subject to the discussion in the following paragraph regarding amortizable bond premium, a United States holder will generally be taxed on interest on the Notes as ordinary income at the time such holder receives the interest or when it accrues, depending on the holder's method of accounting for tax purposes. However, the portion of the first interest payment on the Notes that represents a return of the 17 days of accrued interest that a United States holder paid as part of the Issue Price of the Notes will not be treated as an interest payment for United States federal income tax purposes, but will instead be treated as a return of such portion of the Issue Price and a holder will reduce its basis in the Notes by such amount. Upon the sale, exchange, repurchase or maturity of the Notes, a United States holder should generally recognize gain or loss, which should generally be capital gain or loss except to the extent that such gain or loss is attributable to accrued but unpaid interest. Such capital gain or loss should be treated as long-term capital gain or loss to the extent the United States holder has held the Notes for more than one year.
(MORE TO FOLLOW) Dow Jones Newswires
November 20, 2015 02:00 ET (07:00 GMT)
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