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42BI Inter 2042

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Inter-American Development Bank Issue of Debt (4231C)

28/09/2018 5:53pm

UK Regulatory


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TIDM42BI

RNS Number : 4231C

Inter-American Development Bank

28 September 2018

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 672

TRY 250,000,000 Zero Coupon Notes due September 28, 2020 (the "Notes")

Issue Price: 62.50 percent

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

J.P. Morgan Securities plc

The date of this Pricing Supplement is September 25, 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.

 
 1.    Series No.:                                      672 
 2.    Aggregate Principal Amount:                      TRY 250,000,000 
 3.    Issue Price:                                     TRY 156,250,000, which is 62.50 
                                                         percent of the Aggregate Principal 
                                                         Amount 
 4.    Issue Date:                                      September 28, 2018 
 5.    Form of Notes 
        (Condition 1(a)):                                 Registered only, as further 
                                                          provided in paragraph 8(c) of 
                                                          "Other Relevant Terms" below. 
 6.    Authorized Denomination(s) 
         (Condition 1(b)):                               TRY 1,000 
 7.    Specified Currency 
        (Condition 1(d)):                                Turkish Lira ("TRY") 
 8.    Specified Principal Payment 
        Currency 
        (Conditions 1(d) and 7(h)):                      TRY 
 9.    Specified Interest Payment 
        Currency                                         TRY 
        (Conditions 1(d) and 7(h)): 
 10.   Maturity Date 
        (Condition 6(a); Zero Coupon):                   September 28, 2020 
                                                         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):                                   Zero Coupon (Condition 5(IV)) 
 12.   Zero Coupon (Conditions 
        5(IV) and 6(c)): 
              (a) Amortization Yield:                   26.491 percent per annum 
              (b) Reference Price:                      Issue Price 
              (c) Basis:                                Compounded annually 
              (d) Fixed Rate Day Count                  30/360, unadjusted 
               Fraction(s) if not 30/360 
               basis: 
 13.   Relevant Financial Center:                       Istanbul, London and New York 
 14.   Relevant Business Days:                          Istanbul, London and New York 
 15.   Redemption Amount (Condition 
        6(a)):                                           The Redemption Amount will 
                                                         be TRY 250,000,000, being 100.00 
                                                         percent of the Aggregate Principal 
                                                         Amount. 
 16.   Issuer's Optional Redemption 
        (Condition 6(e)):                                No 
 17.   Redemption at the Option 
        of the Noteholders (Condition                    No 
        6(f)): 
 18.   Early Redemption Amount                          In the event of any Note becoming 
        (including accrued interest,                     due and payable prior to the 
        if applicable) (Condition                        Maturity Date in accordance 
        9):                                              with Condition 9, the Early 
                                                         Redemption Amount will be an 
                                                         amount equal to the Amortized 
                                                         Face Amount of such Note (calculated 
                                                         in accordance with Condition 
                                                         6(c)) 
 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. 
                                                         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) Turkey 
                                                         The Dealer acknowledges that 
                                                         the offering of the Notes is 
                                                         not approved by or registered 
                                                         with the Capital Markets Board 
                                                         ("CMB") under the Capital Markets 
                                                         Law (No. 6362) ("CML") and the 
                                                         Communiqué regarding Foreign 
                                                         Securities, Depository Receipts 
                                                         and Foreign Investment Funds 
                                                         Shares (Serial VII No: 128.4). 
                                                         Therefore no transaction that 
                                                         may be deemed as offering, marketing 
                                                         or sale of the Notes (or beneficial 
                                                         interests therein) in Turkey 
                                                         by way of private placement 
                                                         or public offering may be engaged 
                                                         in. Accordingly, the Dealer 
                                                         has represented and agreed that 
                                                         it has not and will not offer 
                                                         or sell the Notes to investors 
                                                         residing in the Republic of 
                                                         Turkey without applying to the 
                                                         CMB and, in the case of a public 
                                                         offering, without issuing a 
                                                         prospectus and an offering circular 
                                                         approved by the CMB, except 
                                                         pursuant to an exemption from 
                                                         the prospectus and application 
                                                         requirements of or otherwise 
                                                         in compliance with the CML and 
                                                         any other applicable laws or 
                                                         regulations of the Republic 
                                                         of Turkey. In addition, the 
                                                         Dealer represents and agrees 
                                                         that it has not sold or caused 
                                                         to be sold and will not sell 
                                                         or cause to be sold outside 
                                                         the Republic of Turkey the Notes 
                                                         (or beneficial interests therein) 
                                                         to residents of the Republic 
                                                         of Turkey, unless such sale 
                                                         is authorised pursuant to Article 
                                                         15(d)(ii) of Decree 32 (as amended 
                                                         from time to time) and the CMB 
                                                         regulations. 
                                                        (d) 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. 
 21.   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"). 
 22.   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:                                         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 
        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:                     No commissions or concessions 
                                                         are payable in respect of the 
                                                         Notes. Affiliates of the Dealer 
                                                         have 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:                          188324169 
              (b) ISIN:                                 XS1883241694 
 7.    Identity of Dealer:                              J.P. Morgan Securities plc 
 8.    Provisions for Registered 
        Notes: 
              (a) Individual Definitive                 No 
               Registered Notes Available 
               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.         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. There are risks associated with the Notes, including but not limited to possible 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 Bank may hedge its obligations under the Notes by entering into a swap transaction with the Dealer or one of its affiliates 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, any projected profit that our swap counterparty or its affiliates may realize in connection with this swap. Further, as a result of any 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.

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

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