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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 2021 to Jul 2024
TIDM42BI
RNS Number : 1402J
Inter-American Development Bank
19 August 2021
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 805
BRL 35,770,000 8.30 percent Notes due August 12, 2031 (the "Notes")
Payable in United States Dollars
Issue Price: 100 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
UK Regulated Market
Citigroup
The date of this Pricing Supplement is August 9, 2021
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 July 28, 2020 (the "Prospectus") (which for the avoidance of doubt does not constitute a prospectus for the purposes of Part VI of the United Kingdom ("UK") Financial Services and Markets Act 2000 or a base prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") or the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA")). 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.
UK MiFIR product governance / Retail investors, professional investors and ECPs target market - See "General Information-Additional Information Regarding the Notes-Matters relating to UK MiFIR" 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. Together with the applicable Conditions (as defined above), which are expressly incorporated hereto, these are the only terms that form part of the form of Notes for such issue.
Hot Features
Premium
1. Series No.: 805
2. Aggregate Principal Amount: BRL 35,770,000
3. Issue Price: BRL 35,770,000, which is 100 percent
of the Aggregate Principal Amount
The Issue Price will be payable
in USD in the amount of USD 7,041,338.58
at the agreed rate of BRL 5.08
per one USD .
4. Issue Date: August 12, 2021
5. Form of Notes
(Condition 1(a)): Registered only
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): BRL 5,000
8. 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 United States Dollars
("USD")
9. Specified Principal Payment
Currency
(Conditions 1(d) and USD
7(h)):
10. Specified Interest Payment
Currency
(Conditions 1(d) and USD
7(h)):
11. Maturity Date
(Condition 6(a); Fixed
Interest Rate and Zero August 12, 2031
Coupon):
The Maturity Date is subject to
the Business Day Convention with
no adjustment to the amount of
interest otherwise calculated.
Further, the date of payment in
respect of the Maturity Date is
subject to postponement if any
of the Applicable Disruption Fallbacks
apply, with no adjustment to the
amount of interest otherwise calculated.
12. Interest Basis
(Condition 5): Fixed Interest Rate (Condition
5(I))
13. Interest Commencement
Date Issue Date (August 12, 2021)
(Condition 5(III)):
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 8.30 percent per annum
(b) Fixed Rate Interest
Payment Date(s): Annually on August 12 in each
year, commencing on August 12,
2022 and ending on the Maturity
Date.
Each Fixed Rate Interest Payment
Date is subject to the Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated. Further, the date
of payment in respect of each
Fixed Rate Interest Payment Date
is subject to postponement if
any of the Applicable Disruption
Fallbacks apply, with no adjustment
to the amount of interest otherwise
calculated.
Calculation of Interest Amount:
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.
As soon as practicable and in
accordance with the procedure
specified herein, the Calculation
Agent will determine the Reference
Rate (as defined below) and calculate
the Interest Amount with respect
to each minimum Authorized Denomination
for the relevant Interest Period.
The Interest Amount with respect
to any Interest Period shall be
a USD amount calculated using
the Reference Rate determined
as of the relevant Rate Fixing
Date (as defined below) as follows:
BRL 415 per minimum Authorized
Denomination
divided by
the Reference Rate
(and rounding, if necessary, the
entire resulting figure to the
nearest two decimal places, with
USD 0.005 being rounded upwards).
"Brazil Business Day" means a
day (other than a Saturday or
a Sunday) on which banks and foreign
exchange markets are open for
business in Rio de Janeiro, Brasilia
and São Paulo.
"PTAX Rate" means, in respect
of a Rate Fixing Date, the closing
BRL/USD offered rate for USD,
expressed as the number of BRL
per one USD, as reported by Banco
Central do Brasil on its website
(www.bcb.gov.br; see "Cotações
e boletins"), or any succeeding
rate source, by approximately
1:15 p.m. São Paulo time
on such Rate Fixing Date and as
published on Reuters Screen "BRLUSDPTAX=
CBBR" Page (or such other page
or services as may replace that
page to be used for the purpose
of obtaining the reference rate),
provided that in the event of
any inconsistency between such
rate on Banco Central do Brasil's
website and such rate on Reuters
Screen "BRLUSDPTAX= CBBR" Page,
the closing BRL/USD offered rate
published on Banco Central do
Brasil's website shall prevail.
"Rate Fixing Date" for any Interest
Payment Date or the Maturity Date
or date on which an amount is
payable means the fifth Valuation
Business Day prior to such date.
"Reference Rate" means, in respect
of a Rate Fixing Date:
(a) the PTAX Rate; or
(b) in the event that the PTAX
Rate is not available or an Exchange
Rate Divergence has occurred on
the relevant Rate Fixing Date,
the Calculation Agent shall determine
that a "Price Source Disruption"
has occurred, and shall promptly
inform the Bank, the Noteholders
and the Global Agent of such occurrence.
For the purposes of obtaining
a Reference Rate, the Applicable
Disruption Fallbacks will apply.
"Valuation Business Day" means
a day on which commercial banks
are open for general business
(including dealing in foreign
exchange and foreign currency
deposits) in Rio de Janeiro, Brasilia,
São Paulo and New York.
Applicable Disruption Fallbacks
(in order of application) :
1. Valuation Postponement. For
purposes of obtaining a Reference
Rate, the Reference Rate will
be determined on the Valuation
Business Day first succeeding
the day on which the Price Source
Disruption 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 Valuation Business
Day after the Maximum Days of
Postponement in accordance with
the next Applicable Disruption
Fallback.
2. Calculation Agent Determination
of the Reference Rate. For purposes
of obtaining a Reference Rate,
the Calculation Agent will determine
the Reference Rate (or a method
for determining the Reference
Rate) in its sole discretion,
acting in good faith and in a
commercially reasonable manner.
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 the Valuation Postponement
shall not apply and the Reference
Rate shall be determined in accordance
with the next Applicable Disruption
Fallback (i.e., Calculation Agent
Determination of the Reference
Rate).
"EMTA BRL Exchange Rate Divergence
Procedures" means the EMTA BRL
Exchange Rate Divergence Procedures
published by EMTA on January 22,
2018 (as amended from time to
time).
"EMTA BRL Report Event" means
that EMTA (EMTA, Inc., formerly
the Emerging Markets Trading Association,
Inc.) has provided 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 BRL/USD foreign
exchange market (no less than
4 of which shall be active participants
in the onshore BRL/USD spot market),
the PTAX Rate (following a split
of the exchange rates in Brazil
or otherwise) no longer reflects
the then-prevailing BRL/USD spot
rate for standard-size wholesale
financial transactions involving
the exchange of BRL for USD delivered
outside of Brazil.
"Exchange Rate Divergence" means
that an EMTA BRL Report Event
has occurred with respect to the
PTAX Rate.
"Maximum Days of Postponement"
means 30 calendar days.
"Unscheduled Holiday" means a
day that is not a Valuation 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 São Paulo two
Valuation Business Days prior
to the relevant Rate Fixing Date.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count
Fraction(s): Actual/Actual (ICMA)
(e) Calculation Agent: Citibank, N.A., New York
15. Relevant Financial Center: Rio de Janeiro, Brasilia, São
Paulo, London and New York
16. Relevant Business Days: Rio de Janeiro, Brasilia, São
Paulo, London and New York
17. Redemption Amount (Condition
6(a)): The Redemption Amount with respect
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 2 decimal places,
with USD 0.005 being rounded upwards
).
Payment of the Redemption Amount
will occur on the Maturity Date,
as may be postponed pursuant to
paragraph 11 above.
18. Issuer's Optional Redemption
(Condition 6(e)): No
19. Redemption at the Option
of the Noteholders (Condition No
6(f)):
20. Early Redemption Amount
(including accrued interest,
if applicable) (Condition In the event the Notes become
9): due and payable 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
"17. Redemption Amount (Condition
6(a))" plus accrued and unpaid
interest, if any, as determined
in accordance with "14. Fixed
Interest Rate (Condition 5(I))";
provided, that for purposes of
such determination, the "Rate
Fixing Date" shall be the date
that is five (5) Valuation Business
Days prior to the date upon which
the Notes become due and payable
as provided in Condition 9 (Default)
.
21. Governing Law: New York
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
UK Regulated Market with effect
from the Issue Date.
2. Details of Clearance System
Approved by the Bank and
the
Global Agent and Clearance Euroclear Bank SA/NV and/or Clearstream
and Banking, S.A.
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: USD 10,000
5. Estimated Total Expenses: None. The Dealer has agreed to
pay for all material expenses
related to the issuance of the
Notes, except the Bank will pay
for the London Stock Exchange
listing fees.
6. Codes:
(a) Common Code: 237317238
(b) ISIN: XS2373172381
7. Identity of Dealer: Citigroup Global Markets Limited
8. Provision for Registered
Notes:
(a) Individual Definitive
Registered Notes Available No
on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global
Notes: Yes, issued in accordance with
the Amended and Restated Global
Agency Agreement, dated as of
July 28, 2020, between the Bank,
Citibank, N.A., London Branch
as Global Agent, and the other
parties thereto.
9. Intended to be held in
a manner which would allow
Eurosystem eligibility: Not Applicable
9. 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 (a) it has only communicated
or caused to be communicated and
will only communicate or cause
to be communicated an invitation
or inducement to engage in investment
activity (within the meaning of
Section 21 of the Financial Services
and Markets Act 2000 (the "FSMA"))
received by it in connection with
the issue or sale of the Notes
in circumstances in which Section
21(1) of the FSMA does not apply
to the Bank, and (b) it has complied
and will comply with all applicable
provisions of the FSMA with respect
to anything done by it in relation
to such Notes in, from or otherwise
involving the UK.
(c) 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
(Comissão de Valores Mobiliários,
the "CVM").
(d) Singapore: In the case of the Notes being
offered into Singapore in a primary
or subsequent distribution, and
solely for the purposes of its
obligations pursuant to Section
309B of the Securities and Futures
Act (Chapter 289) of Singapore
(the "SFA"), the Bank has determined,
and hereby notifies all relevant
persons (as defined in Section
309A of the SFA) that the Notes
are "prescribed capital markets
products" (as defined in the Securities
and Futures (Capital Markets Products)
Regulations 2018 of Singapore)
and Excluded Investment Products
(as defined in MAS Notice SFA
04-N12: Notice on the Sale of
Investment Products and MAS Notice
FAA-N16: Notice on Recommendations
on Investment Products).
(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.
General Information
Additional Information Regarding the Notes
1. Matters relating to UK MiFIR
The Bank does not fall under the scope of application of the UK MiFIR regime. Consequently, the Bank does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of UK MiFIR
UK MiFIR product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the UK 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 retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA, eligible counterparties, as defined in COBS, and professional clients, as defined in UK MiFIR; 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 UK manufacturer's target market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the UK manufacturer's target market assessment) and determining appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK manufacturer" means the Dealer, (ii) the expression "COBS" means the FCA Handbook Conduct of Business Sourcebook, (iii) the expression "UK MiFIR" means Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA and (iv) the expression "UK MiFIR Product Governance Rules" means the FCA Handbook Product Intervention and Product Governance Sourcebook.
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.
Payment of each Interest Amount and the Redemption Amount will be based on the Reference Rate, which is a measure of the rate of exchange between the BRL and the USD. Currency exchange rates are volatile and will affect the holder's return. In addition, the government of Brazil can from time to time intervene in the foreign exchange market. These interventions or other governmental actions could adversely affect the value of the Notes, as well as the yield (in USD terms) on the Notes and the amount payable at maturity or upon acceleration. Even in the absence of governmental action directly affecting currency exchange rates, political or economic developments in Brazil or elsewhere could lead to significant and sudden changes in the exchange rate between the BRL and the USD.
The methodologies for determining the Reference Rate may result in a Redemption Amount (or Early Redemption Amount, as the case may be) of the Notes, or an Interest Amount on the Notes, being significantly less than anticipated or less than what an alternative methodology for determining the Reference Rate would yield.
The Bank may hedge its obligations under the Notes by entering into a swap transaction with an affiliate of the Dealer 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.
3. 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.
Because the Notes are denominated in the Brazilian Real, a United States holder of the Notes will generally be subject to special United States federal income tax rules governing foreign currency transactions, as described in the Prospectus in the last four paragraphs of "-Payments of Interest" under the "United States Holders" section. Pursuant to such rules, a United States holder should determine amounts received with respect to a Note (including principal and interest) by reference to the U.S. dollar value of the Brazilian Real amount of the payment, calculated at the currency exchange rate in effect on the date of payment. The U.S. dollar amount that is actually received by the United States holder may differ from the amount determined under the preceding sentence, since the U.S. dollar amount of the payment will be determined by reference to the Reference Rate as of the relevant Rate Fixing Date. Accordingly, a United States holder of the Notes may recognize United States source foreign currency gain or loss in
an amount equal to such difference (in addition to any foreign currency gain or loss otherwise recognized upon the receipt of an interest payment or a sale or retirement of the Notes). The U.S. Internal Revenue Service ("IRS") could take the position, however, that the amounts received by a United States holder in respect of a Note should be equal to the U.S. dollar amount that is actually received by the United States holder. Prospective United States holders of the Notes should consult their tax advisors regarding these rules.
INTER-AMERICAN DEVELOPMENT BANK
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END
IODUKOORAOUWARR
(END) Dow Jones Newswires
August 19, 2021 02:00 ET (06:00 GMT)
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