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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 : 4069C
Inter-American Development Bank
07 February 2020
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 741
PEN 23,000,000 3.05 percent Notes due February 7, 2025 (the "Notes")
payable in United States Dollars
Issue Price: 100.00 percent
Application has been made for the Notes to be admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc's Regulated Market
BofA Securities
The date of this Pricing Supplement is February 4, 2020
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 Regulation (EU) 2017/2019). 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.: 741
2. Aggregate Principal Amount: PEN 23,000,000
3. Issue Price: PEN 23,000,000, which is 100.00
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in USD in the amount of USD 6,941,300.74
at the agreed rate of PEN 3.3135
per one USD.
4. Issue Date: February 7, 2020
5. Form of Notes
(Condition 1(a)): Registered only, as further provided
in paragraph 9(c) of "Other Relevant
Terms" below.
6. Authorized Denomination(s)
(Condition 1(b)): PEN 500,000 and integral multiples
thereof
7. Specified Currency
(Condition 1(d)): Peruvian Sol ("PEN"), being the
lawful currency of the Republic
of Peru; provided that all payments
in respect of the Notes will be
made in United States Dollars ("U.S.$"
or "USD").
8. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): USD
9. Specified Interest Payment
Currency USD
(Conditions 1(d) and 7(h)):
10. Maturity Date
(Condition 6(a); Fixed February 7, 2025
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 (February 7, 2020)
13. Fixed Interest Rate (Condition Condition 5(I), as amended and
5(I)): supplemented below, shall apply
to the Notes. The bases of the
Calculation of the Interest Amount,
Interest Payment Dates and default
interest are as set out below.
(a) Interest Rate: 3.05 percent per annum
(b) Business Day Convention: Following Business Day Convention
(c) Fixed Rate Interest Annually on each February 7, commencing
Payment Date(s): on February 7, 2021 and ending
on, and including, the Maturity
Date.
Each 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.
(d) Interest Period: Each period from and including
each Interest Payment Date to but
excluding the next following Interest
Payment Date, provided that the
initial Interest Period will commence
on and include the Interest Commencement
Date, and the final Interest Period
will end on but exclude the Maturity
Date.
For the purposes of the calculation
of the Interest Amount payable
for any Interest Period, there
shall be no adjustment pursuant
to the Business Day Convention
specified above.
(e) Fixed Rate Day Count Actual/Actual ICMA
Fraction(s):
(f) Calculation of Interest As soon as practicable and in accordance
Amount: with the procedures specified herein,
the Calculation Agent will determine
the Reference Rate and calculate
the amount of interest payable
(the "Interest Amount") with respect
to each minimum Authorized Denomination
for the relevant Interest Period.
The Interest Amount with respect
to each Interest Period shall be
a USD amount calculated on the
relevant Rate Fixing Date as follows:
3.05% times the minimum Authorized
Denomination
times
the Fixed Rate Day Count Fraction
divided by
the Reference Rate
(and rounding, if necessary, the
entire resulting figure to the
nearest whole USD, with USD 0.5
being rounded upwards).
Where:
"Reference Rate" means, with respect
to any Rate Fixing Date, the PEN/USD
exchange rate, expressed as the
amount of PEN per one USD determined
by the Calculation Agent on the
first Fixing Business Day following
the relevant Rate Fixing Date by
reference to the applicable PEN
INTERBANK AVE (PEN05) Rate. Fallback
Provisions apply as set out below.
"PEN INTERBANK AVE (PEN05) Rate"
means, with respect to any Rate
Fixing Date, the Peruvian Sol/U.S.
Dollar average exchange rate in
the interbank market, expressed
as the amount of Peruvian Sol per
one U.S. Dollar, for settlement
on the same day, reported by the
Banco Central de Reserva del Peru
(www.bcrp.gob.pe) as the "Tipo
de Cambio Interbancario Promedio"
at approximately 2:00 p.m., Lima
time, on such date.
"Rate Fixing Date" means, for any
Interest Payment Date or the Maturity
Date or a date on which an amount
is payable, the fifth (5) Fixing
Business Day prior to such date.
"Fixing Business Day" means a day
(other than a Saturday or a Sunday)
on which banks and foreign exchange
markets are open for business in
Lima.
Fallback Provisions:
Deferral Period for Unscheduled
Holiday: In the event the scheduled
Rate Fixing Date becomes subject
to the Following Business Day Convention
after the occurrence of an Unscheduled
Holiday, and if the Rate Fixing
Date has not occurred on or before
the 30th consecutive day after
the scheduled Rate Fixing Date
(any such period being a "Deferral
Period"), then the next day after
the Deferral Period that would
have been a Business Day but for
the Unscheduled Holiday, shall
be deemed to be the Rate Fixing
Date.
"Unscheduled Holiday" means that
a day is not a 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 later than 9:00 a.m. local
time in Lima two Business Days
prior to the scheduled Rate Fixing
Date.
Valuation Postponement for Price
Source Disruption: "Valuation Postponement"
means, for purposes of obtaining
the Reference Rate, that the applicable
PEN INTERBANK AVE (PEN05) Rate
will be determined on the Business
Day first succeeding the day on
which the Price Source Disruption
(as defined below) ceases to exist,
unless the Price Source Disruption
continues to exist (measured from
the date that, but for the occurrence
of the Price Source Disruption,
would have been the Rate Fixing
Date) for a consecutive number
of calendar days equal to the Maximum
Days of Postponement. In such event,
the Reference Rate will be determined
on the next Business Day after
the Maximum Days of Postponement
in accordance with the next applicable
Fallback provision.
"Price Source Disruption" means
the event that no PEN INTERBANK
AVE (PEN05) Rate shall be reported
on the relevant Rate Fixing Date.
"Maximum Days of Postponement"
means thirty (30) calendar days.
Cumulative Events: Notwithstanding
anything herein to the contrary,
in no event shall the total number
of consecutive calendar days during
which either (i) valuation is deferred
due to an Unscheduled Holiday,
or (ii) a Valuation Postponement
shall occur (or any combination
of (i) and (ii)), exceed 30 consecutive
calendar days in the aggregate.
Accordingly, (x) if, upon the lapse
of any such 30 day period, an Unscheduled
Holiday shall have occurred or
be continuing on the day following
such period, then such day shall
be deemed to be a Rate Fixing Date,
and (y) if, upon the lapse of any
such 30 day period, a Price Source
Disruption shall have occurred
or be continuing on the day following
such period, then Valuation Postponement
shall not apply and the Reference
Rate shall be determined in accordance
with the next Fallback provision.
Should no PEN INTERBANK AVE (PEN05)
Rate be reported in respect of
the relevant Rate Fixing Date in
accordance with the immediately
preceding paragraph, the Calculation
Agent shall be entitled to calculate
the Reference Rate acting in good
faith in a commercially reasonable
manner, having taken into account
relevant market practice, by reference
to such additional sources as it
deems appropriate; and in such
case the Calculation Agent shall
notify the Bank and the Global
Agent as soon as reasonably practicable
that the Reference Rate is to be
so determined.
14. Relevant Financial Center: Lima and New York
15. Relevant Business Days: Lima and New York
When used in this Pricing Supplement
with any business center, "Business
Day" means a day (other than a
Saturday or a Sunday) on which
banks and foreign exchange markets
are open for business in the business
center(s) specified.
16. Redemption Amount (Condition The Redemption Amount with respect
6(a)): to each minimum Authorized Denomination
will be a USD amount calculated
by the Calculation Agent as of
the Rate Fixing Date with respect
to the Maturity Date as follows:
minimum Authorized Denomination
divided by
the Reference Rate
(and rounding, if necessary, the
entire resulting figure to the
nearest whole USD, with USD 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 of any Notes becoming
9): due and payable prior to the Maturity
Date as provided in Condition 9
(Default), the Early Redemption
Amount with respect to each minimum
Authorized Denomination will be
a USD 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 determining
such USD amount, the Rate Fixing
Date shall mean the date that is
five (5) Fixing Business Days prior
to the date upon which the Notes
become due and payable as provided
in Condition 9 (Default).
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.
(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) Republic of Peru:
The Dealer acknowledges that: The
Notes shall not be subject to a
public offering in Peru. The Notes,
the Prospectus and the Pricing
Supplement in respect of the Notes
have not been and will not be registered
with or approved by the Peruvian
Superintendency of Capital Markets
(Superintendencia del Mercado de
Valores or the "SMV") or the Lima
Stock Exchange (Bolsa de Valores
de Lima or the "BVL").
The Prospectus, this Pricing Supplement
and other offering materials relating
to the offering of the Notes are
being supplied only to those institutional
investors in Peru (as defined by
Peruvian law) who have expressly
requested them. Such materials
may not be distributed to any person
or entity other than the intended
recipients. Accordingly, the Notes
cannot be offered or sold in Peru,
except if (i) such Notes, the Prospectus
and this Pricing Supplement were
previously registered with the
SMV, or (ii) such offering is considered
a private offering under the Peruvian
Securities Market Law (Ley del
Mercado de Valores) or any other
applicable Peruvian regulations.
No offer or invitation to subscribe
for or sell the Notes or beneficial
interests therein can be made in
Peru, , except in compliance with
the securities laws and regulations
thereof.
(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.
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: Application has been made for the
Notes to be admitted to the Official
List of the Financial Conduct 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 Clearstream
Global Agent and Clearance Banking, Luxembourg
and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 0.24% 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: 211194081
(b) ISIN: XS2111940818
7. Identity of Dealer: Merrill Lynch International
8. Identity of Calculation Bank of America, N.A.
Agent: In relation to the Rate Fixing
Date, as soon as is reasonably
practicable after the determination
of the Reference Rate in relation
thereto, on the date on which the
relevant Reference Rate is to be
determined (or, if such date is
not a Relevant Business Day, then
on the next succeeding Relevant
Business Day), the Calculation
Agent shall notify the Issuer and
the Global Agent of the Reference
Rate, and the Interest Amount,
and the Redemption Amount or Early
Redemption Amount, as the case
may be, in relation thereto.
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 commercially reasonable
manner in accordance with the calculation
agent agreement between the Bank
and the Calculation Agent.
9. 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.
10. Additional Risk Factors: As set forth in the Additional
Investment Considerations
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. The language set out under the heading "Use of Proceeds" in the Prospectus shall be deleted in its entirety and replaced by the following:
"An amount equal to the net proceeds of the issue of the Notes (which proceeds may be converted into other currencies) shall be recorded by the Bank in a separate sub-account supporting Eligible Projects. These proceeds will be invested in accordance with the Bank's conservative liquidity investment guidelines until used to support the Bank's financing of Eligible Projects. So long as the Notes are outstanding and the account has a positive balance, the Bank shall direct an amount equal to such net proceeds to its lending projects within the fields of Education, Youth, and Employment, subject to and in accordance with the Bank's policies.
The Bank shall allocate amounts from the sub-account to support the financing of Eligible Projects on a semi-annual basis.
"Eligible Projects" means all projects funded, in whole or in part, by the Bank that promote early childhood care and education, through formal primary and secondary education, or facilitate labor market placement by improving the transition from school to work through vocational training. Eligible Projects may include projects in Latin America and the Caribbean that target (a) early childhood development, effective teaching and learning among children and youth ("Education Projects"), (b) early childhood care and youth-at-risk programs ("Youth Projects") or (c) labor intermediation systems, job opportunities and workforce skills ("Employment Projects").
Examples of Education Projects include, without limitation:
-- Early childhood development programs
-- Primary education programs, which includes teacher training, bilingual education, literacy, math and science education and school infrastructure
-- Secondary education programs, which includes programs directed to improving retention and graduation, developing teaching and learning methods and providing assistance to disadvantaged children
-- Compensatory education programs -- Teacher education and effectiveness programs -- E-education programs
Examples of Youth Projects include, without limitation:
-- Support for parents and caregivers to improve quality of child care
-- Youth-At-Risk programs which support interventions, policy design, and/or impact evaluations to benefit at-risk youth
Examples of Employment Projects include, without limitation:
-- School-to-Work transition programs -- Vocational and technical education programs -- Human resources and workforce development programs -- Labor intermediation systems
-- Vocational and Workforce training programs, directed at improving social and labor acclimation for youth, unemployed adults and active workers
The above examples of Education Projects, Youth Projects and Employment Projects are for illustrative purposes only and no assurance can be provided that disbursements for projects with these specific characteristics will be made by the Bank during the term of the Notes."
3. Risks and Special Considerations:
Investing in the Notes involves a high degree of risk, including without limitation, principal, interest rate, currency, credit, political, liquidity and market risk and is not suitable for all investors. The description of special considerations and risks below does not purport to be exhaustive. Merrill Lynch International and Bank of America, N.A. disclaim any responsibility to advise prospective investors of such risks as they exist at the date of this document or as they change from time to time. Prospective investors should understand the risks involved and should reach an investment decision after careful consideration with their tax, accounting and legal advisers of the suitability of the Notes in light of their particular financial circumstances and financial objective. The information and explanations relating to the terms and investment in the Notes may not be suitable for all investors. The Bank reserves the right not to issue the Notes in its sole discretion.
Credit Risk of the Issuer
As the Notes constitute obligations of the Bank, investors are exposed to its credit risk during the life of the Notes. Any real or anticipated changes in the Bank's credit ratings may affect the trading value of the Notes. Investors in the Notes should have such knowledge and experience in financial and business matters and expertise in assessing credit risk and be capable of evaluating the merits, risks and suitability of investing in the Notes including any credit risk associated with the Bank.
Payout on the Maturity Date
Although the Notes contain a feature such that 100% of the principal amount of the Notes is due to be repaid at maturity, investors should note that the Notes are direct, unsubordinated, unconditional and unsecured obligations of the Bank and payment of any amount on the Maturity Date is subject to the Bank being solvent or able to fulfil its obligations as they become due.
Value of the Notes prior to the Maturity Date
The value of the Notes will be affected by factors that interrelate in complex ways and are not exclusively related to the rates including, but not limited to, those indicated under Credit Risk of the Issuer and Liquidity of the Instrument. The effect of one factor may offset the increase in the value of the Notes caused by another factor and the effect of one factor may exacerbate the decrease in the value of the Notes caused by another factor.
Liquidity of the Instrument
There may exist at times only limited markets for the Notes resulting in low or non-existent volumes of trading in the Notes and such obligations, and therefore a lack of liquidity and price volatility of the Notes and such obligations.
Foreign Exchange Risk
An investor whose domestic currency is different to the currency of the Notes will be subject to fluctuations in exchange rates that could have an adverse effect on the investor's return upon the conversion of amounts received under the terms of the Notes into local currency.
Potential Conflicts of Interest
Bank of America, N.A. ("Bank of America"), an affiliate of Merrill Lynch International, is the Bank's Calculation Agent for the purposes of, among other things, calculating the Interest Amount. Bank of America, in its capacity as Calculation Agent may also have a wide discretion to make determinations. The Calculation Agent may make such determinations using data which is not easily obtainable by you as a holder of the Notes. Under certain circumstances, Bank of America's role as Calculation Agent for the Notes could give rise to conflicts of interest. Bank of America is required to carry out its duties as Calculation Agent in good faith. The Bank has entered into an arrangement with Bank of America or one of its affiliates to hedge the market risks associated with its obligation to pay amounts due on the Notes. Bank of America expects to make a profit in connection with this arrangement.
The Bank and Merrill Lynch International and/or their respective affiliates may buy or sell obligations linked to the swap rates for their own account for business reasons or in connection with hedging of the obligations under the Notes. The Bank and Merrill Lynch International or their respective affiliates may buy or sell Notes or have long or short positions in securities economically related to any security mentioned herein. Neither the Bank nor Merrill Lynch International and their respective affiliates have considered, nor are they required to consider, your interests as a holder of the Notes in connection with entering into any of the above mentioned transactions.
The Bank, Merrill Lynch International and/or their respective affiliates may receive compensation from trading and hedging activities related to the Notes and from determining particular elements of each structure (such as the tenor or participation rate). This compensation is reflected into the terms of the Notes.
Holders of the Notes Should Consider the Tax and Accounting Consequences of Investing in the Notes
The Bank, Merrill Lynch International and/or their respective affiliates make no representation and have given you no advice concerning the appropriate accounting treatment or possible tax consequences of this indicative transaction. Prior to purchasing the security, you should discuss with your professional advisers how such purchase would or could affect your tax or accounting position. Investors with any questions regarding the impact of an investment in the Notes on their tax or accounting position should consult their tax, accounting or other professional advisers. None of the Bank, Merrill Lynch International or Bank of America gives tax, accounting or legal advice.
INTER-AMERICAN DEVELOPMENT BANK
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
IODUBORRRBUURUR
(END) Dow Jones Newswires
February 10, 2020 02:00 ET (07:00 GMT)
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