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| Name | Symbol | Market | Type |
|---|---|---|---|
| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
From Jul 2019 to Jul 2024
TIDM42BI
RNS Number : 5081V
Inter-American Development Bank
23 July 2018
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 660
BRL 64,590,000 6.50 percent Notes due July 23, 2021 (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 July 12, 2018
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.
MiFID II product governance / Retail investors, professional investors and ECPs target market - See "General Information-Additional Information regarding the Notes-Matters relating to MiFID II" below.
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.
Hot Features
Premium
1. Series No.: 660
2. Aggregate Principal Amount: BRL 64,590,000
3. Issue Price: BRL 64,577,082, which is 99.980
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in JPY in the amount of JPY 1,874,026,920
at the agreed rate of JPY 29.02
per one BRL.
4. Issue Date: July 23, 2018
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)): BRL 10,000
7. Specified Currency
(Condition 1(d)): Brazilian Real ("BRL") (the lawful
currency of the Federative Republic
of Brazil); 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 July 23, 2021
Interest Rate): The Maturity Date is subject to
adjustment in accordance with the
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 (July 23, 2018)
13. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 6.50 percent per annum
(b) Fixed Rate Interest Semi-annually on January 23 and
Payment Date(s): July 23 in each year, commencing
on January 23, 2019 and ending on
the Maturity Date.
Each Fixed Rate Interest Payment
Date is subject to adjustment in
accordance with the 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
Rate Fixing Date (as defined below)
as follows:
BRL 325.00 multiplied by the Reference
Rate
(rounding down, if necessary, the
entire resulting figure to the nearest
lower whole JPY).
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, New York City, São
Paulo and Tokyo.
"Calculation Agent" means Citibank,
N.A. 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.
"EMTA" means EMTA, Inc., the trade
association for the Emerging Markets,
or any successor.
"EMTA BRL Exchange Rate Divergence
Procedures" means the "EMTA BRL
Exchange Rate Divergence Procedures"
published by EMTA on 22 January,
2018 (as amended from time to time).
"Exchange Rate Divergence" means,
with respect to the USD/BRL PTAX
Rate, and upon notice to the EMTA
membership, that, in the reasonable
and independent judgement, as notified
to EMTA in accordance with the EMTA
BRL Exchange Rate Divergence Procedures,
of not less than 7 unaffiliated
EMTA members that are recognized
market makers active in the USD/BRL
foreign exchange market (no less
than 4 of which shall be active
participants in the onshore USD/BRL
spot market), the USD/BRL PTAX Rate
(following a split of the exchange
rates in Brazil or otherwise) no
longer reflects the then-prevailing
USD/BRL spot rate for standard-size
wholesale financial transactions
involving the exchange of BRL for
USD delivered outside of Brazil.
"PTAX Rate" means, in respect of
a Rate Fixing Date, the JPY/BRL
foreign exchange rate, expressed
as the amount of BRL per one JPY
as reported by Banco Central do
Brasil (www.bcb.gov.br; see "Cotações
e boletins"), or any succeeding
rate source, and as published on
Reuters Screen "BRLJPYPTAX=CBBR"
Page (or such other page or services
as may replace that page for the
purpose of obtaining the offered
rate for the JPY/BRL exchange rate),
provided that in the event of any
inconsistency between the rate on
Banco Central do Brasil's website
and the rate on Reuters Page, the
rate on Banco Central do Brasil's
website shall prevail.
"Rate Fixing Date" means the day
that is 10 Business Days prior to
the relevant Fixed Rate Interest
Payment Date (including the Maturity
Date), provided that such day shall
not be subject to adjustment (i)
pursuant to any Business Day Convention
or (ii) even if there is an Unscheduled
Holiday between the Rate Fixing
Date and the relevant date of payment.
"Reference Rate" means, with respect
to a Rate Fixing Date, the reciprocal
number of the ask side of the PTAX
Rate at approximately 1:15 p.m.
São Paulo time, expressed as
the amount of JPY per one BRL (rounded
to the nearest two decimal places
with 0.005 being rounded upwards)
on such Rate Fixing Date.
If, for the relevant Rate Fixing
Date, an Exchange Rate Divergence
has occurred, the Reference Rate
will be determined by the Calculation
Agent on such Rate Fixing Date in
the following manner, acting in
good faith and in a commercially
reasonable manner, having taken
into account relevant market practice:
Dividing the USD/JPY Bid Rate by
the USD/BRL Reference Rate (rounded
to the nearest two decimal places
with 0.005 being rounded upwards);
If, for the relevant Rate Fixing
Date, an Exchange Rate Divergence
has not occurred and the PTAX Rate
is not available, the Reference
Rate will be determined by the Calculation
Agent on such Rate Fixing Date in
the following manner, acting in
good faith and in a commercially
reasonable manner, having taken
into account relevant market practice:
Dividing the USD/JPY Bid Rate by
the USD/BRL PTAX Rate (rounded to
the nearest two decimal places with
0.005 being rounded upwards). If
in this instance, the USD/BRL PTAX
Rate is also unavailable then it
shall be replaced by the USD/BRL
Reference Rate.
"São Paulo Business Day" means
a day (other than a Saturday or
a Sunday) on which commercial banks
and foreign exchange markets settle
payments in São Paulo.
"Unscheduled Holiday" means a day
that is not a São Paulo Business
Day and the market was not aware
of such fact (by means of a public
announcement or by reference to
other publicly available information)
until a time late than 9:00 a.m.
local time in São Paulo, two
São Paulo Business Days prior
to the relevant Rate Fixing Date.
"USD" means the lawful currency
of the United States of America.
"USD/BRL PTAX Rate" means the spot
rate which is the USD/BRL offered
rate, expressed as the amount of
BRL per one USD, as reported by
Banco Central do Brasil (www.bcb.gov.br;
see "Cotações e boletins"),
or any succeeding rate source on
the relevant Rate Fixing Date and
as published on Reuters Screen "BRFR"
Page (or such other page or services
as may replace that page for the
purpose of obtaining the offered
rate for the USD/BRL exchange rate),
provided that in the event of any
inconsistency between the rate on
Banco Central do Brasil's website
and the rate on Reuters Page, the
rate on Banco Central do Brasil's
website shall prevail.
"USD/BRL Reference Rate" means the
spot rate which is the USD/BRL offered
rate, expressed as the amount of
BRL per one USD, determined by the
Calculation Agent for the relevant
Rate Fixing Date by requesting five
leading reference banks (selected
by the Calculation Agent at its
sole discretion) in the U.S. interbank
market for their ask market quotations
of the USD/BRL spot exchange rate
at approximately 4:00 p.m. New York
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 the USD/BRL Reference Rate,
provided that, if two or more such
quotations are the highest quotations,
then only one of such highest quotations
shall be disregarded, and if two
or more such quotations are the
lowest quotations then only one
of such lowest quotations shall
be disregarded; provided that:
(a) if only four quotations are
so provided, then the USD/BRL Reference
Rate shall be the arithmetic mean
of such quotations without regard
to the highest and lowest values
quoted, provided that, if two or
more such quotations are the highest
quotations, then only one of such
highest quotations shall be disregarded,
and if two or more such quotations
are the lowest quotations then only
one of such lowest quotations shall
be disregarded;
(b) if fewer than four quotations
but at least two quotations can
be obtained, then the USD/BRL Reference
Rate shall be the arithmetic mean
of the quotations actually obtained
by the Calculation Agent;
(c) if only one quotation is available,
in that event the Calculation Agent
may determine that such quotation
shall be the USD/BRL Reference Rate;
and
(d) 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, the USD/BRL
Reference Rate shall be determined
by the Calculation Agent in good
faith and in a commercially reasonable
manner.
Provided further that, if the Rate
Fixing Date falls on an Unscheduled
Holiday, the USD/BRL Reference Rate
will be determined by the Calculation
Agent on such Rate Fixing Date in
its sole discretion, acting in good
faith and in a commercially reasonable
manner.
"USD/JPY Bid Rate" means the USD/JPY
exchange rate, expressed as the
amount of JPY per one USD as of
4:00 p.m. New York time on the relevant
Rate Fixing Date, which appears
under the "Bid" column on Bloomberg
Screen "BFIX (USD/JPY Fixings)"
Page (or such other page or services
as may replace that page for the
purpose of obtaining the bid rate
for the USD/JPY exchange rate).
If the USD/JPY Bid Rate is not available
on the relevant Rate Fixing Date,
the Calculation Agent will request
five leading reference banks (selected
by the Calculation Agent at its
sole discretion) in the U.S. interbank
market for their bid market quotations
of the USD/JPY spot exchange rate
at approximately 4:00 p.m. New York
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 the USD/JPY Bid Rate, provided
that, if two or more such quotations
are the highest quotations, then
only one of such highest quotations
shall be disregarded, and if two
or more such quotations are the
lowest quotations then only one
of such lowest quotations shall
be disregarded; provided that:
(a) if only four quotations are
so provided, then the USD/JPY Bid
Rate shall be the arithmetic mean
of such quotations without regard
to the highest and lowest values
quoted, provided that, if two or
more such quotations are the highest
quotations, then only one of such
highest quotations shall be disregarded,
and if two or more such quotations
are the lowest quotations then only
one of such lowest quotations shall
be disregarded;
(b) if fewer than four quotations
but at least two quotations can
be obtained, then the USD/JPY Bid
Rate shall be the arithmetic mean
of the quotations actually obtained
by the Calculation Agent; and
(c) if only one quotation is available,
in that event, the Calculation Agent
may determine that such quotation
shall be the USD/JPY Bid Rate, 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, the USD/JPY
Bid Rate shall be determined by
the Calculation Agent in good faith
and in a commercially reasonable
manner.
(c) Fixed Rate Day Count
Fraction(s): 30/360
14. Relevant Financial Center: London, New York, São Paulo
and Tokyo
15. Relevant Business Days: London, New York, São Paulo
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
Rate Fixing Date with respect to
the Maturity Date as follows:
BRL 10,000 multiplied by the Reference
Rate
(rounding down, if necessary, the
entire resulting figure to the nearest
lower whole JPY).
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 due
9): 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 in accordance
with "13. Fixed Interest Rate (Condition
5(I))"; provided, that for purposes
of such determination, the "Rate
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) Federative Republic of Brazil:
The Dealer has represented and agreed
that it has not offered or sold
and will not offer or sell any Notes
in Brazil. The Notes have not been
and will not be registered with
the Brazilian Securities and Exchange
Commission (Commissão de Valores
Mobililiarios, the "CVM").
(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.
22. Amendment to Condition 7(a)(i): Condition 7(a)(i) is hereby amended
by deleting the first sentence thereof
and replacing it with the following:
"Payments of principal and interest
in respect of Registered Notes shall
be made to the person shown on the
Register at the close of business
on the business day before the due
date for payment thereof (the "Record
Date")."
23. Amendment to Condition 7(h): The following shall apply to Notes
any payments in respect of which
are payable in a Specified Currency
other than United States Dollars:
Condition 7(h) is hereby amended
by deleting the words "the noon
buying rate in U.S. dollars in the
City of New York for cable transfers
for such Specified Currency as published
by the Federal Reserve Bank of New
York on the second Business Day
prior to such payment or, if such
rate is not available on such second
Business Day, on the basis of the
rate most recently available prior
to such second Business Day" and
replacing them with the words "a
U.S. dollar/Specified Currency exchange
rate determined by the Calculation
Agent as of the second Business
Day prior to such payment, or, if
the Calculation Agent determines
that no such exchange rate is available
as of such second Business Day,
on the basis of the exchange rate
most recently available prior to
such second Business Day. In making
such determinations, the Calculation
Agent shall act in good faith and
in a commercially reasonable manner
having taken into account all available
information that it shall deem relevant".
If applicable and so appointed,
and unless
otherwise defined herein, the "Calculation
Agent" referred to in amended Condition
7(h) shall be the Global Agent under
the
Bank's Global Debt Program - namely,
Citibank, N.A., London Branch, or
its duly
authorized successor.
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: 184781107
(b) ISIN: XS1847811079
7. Identity of Dealer: Nomura International plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than September 4,
2018, which is the date that
is 43 (forty three) 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
Registered Notes: No
(e) Registered Global Notes: No
General Information
IDB Statement on Venezuela
On May 14, Venezuela passed the Bank's 180-day limit for payment arrears for an amount of $88.3 million, placing the country in a non-accrual status.
Venezuela's total loan arrears, including those that have not yet reached the 180-day limit, stand at $212.4 million on a total debt of $2.011 billion. Venezuela's debt to the IDB represents 1.6% of the Bank's total assets as of March 31, 2018.
Under the IDB's guidelines on arrears, the Bank cannot undertake any lending activities concerning Venezuela until its arrears are cleared. As a matter of policy, the Bank does not reschedule its sovereign-guaranteed loans.
The IDB does not expect Venezuela's non-accrual event to affect the Bank's 2018 liquidity and capital ratios, which remain strong and in full compliance with its financial policies. The IDB anticipates that the event will not affect its 2018 lending program.
Venezuela, which became a shareholder of the IDB when the institution was founded in 1959, has reiterated its commitment to the IDB and its intention to undertake regular payments. The IDB acknowledges Venezuela's efforts and will continue to work with its government to resolve the arrears.
Additional Information regarding the Notes
1. Matters relating to MiFID II
The Bank does not fall under the scope of application of the MiFID II regime. Consequently, the Bank does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II.
MiFID II product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
For the purposes of this provision, the expression MiFID II means Directive 2014/65/EU, as amended.
2. Additional Investment Considerations:
There are significant risks associated with the Notes, including but not limited to exchange rate risk, price risk and liquidity risk. Investors should consult their own financial, legal, accounting and tax advisors about the risks associated with an investment in these Notes, the appropriate tools to analyze that investment, and the suitability of the investment in each investor's particular circumstances.
The methodologies for determining the Japanese Yen-Brazilian Real foreign exchange rate may result in a Redemption Amount or the Early Redemption Amount (if applicable) of the Notes, or an interest payment on the Notes, being significantly less than anticipated.
The Bank may hedge its obligations under the Notes by entering into a swap transaction with the Dealer, one of its affiliates or other parties as swap counterparty. Assuming no change in market conditions or any other relevant factors, the price, if any, at which the Dealer or another purchaser might be willing to purchase Notes in a secondary market transaction is expected to be lower, and could be substantially lower, than the original issue price of the Notes. This is due to a number of factors, including that (i) the potential profit to the secondary market purchaser of the Notes may be incorporated into any offered price and (ii) the cost of funding used to value the Notes in the secondary market is expected to be higher than our actual cost of funding incurred in connection with the issuance of the Notes. In addition, the original issue price of the Notes included, and secondary market prices are likely to exclude, the projected profit that our swap counterparty or its affiliates may realize in connection with this swap. Further, as a result of dealer discounts, mark-ups or other transaction costs, any of which may be significant, the original issue price may differ from values determined by pricing models used by our swap counterparty or other potential purchasers of the Notes in secondary market transactions.
The Notes offered by this Pricing Supplement are complex financial instruments and may not be suitable for certain investors. Investors intending to purchase the Notes should consult with their tax and financial advisors to ensure that the intended purchase meets the investment objective before making such purchase.
INTER-AMERICAN DEVELOPMENT BANK
By:
Name: Gustavo Alberto De Rosa Title: Chief Financial Officer and
General Manager, Finance
Department
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IODUORWRWNABUAR
(END) Dow Jones Newswires
July 24, 2018 02:00 ET (06:00 GMT)
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