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42BI Inter 2042

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Inter 2042 LSE:42BI London Medium Term Loan
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Inter-American Development Bank Issue of Debt (5439J)

24/08/2021 7:00am

UK Regulatory


Inter 2042 (LSE:42BI)
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From Jul 2021 to Jul 2024

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TIDM42BI

RNS Number : 5439J

Inter-American Development Bank

24 August 2021

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No.: 806

PEN 50,000,000 3.50 percent Notes due August 23, 2026 (the "Notes")

Payable in United States Dollars

Issue Price: 99.55 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

BNP Paribas

The date of this Pricing Supplement is August 18, 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.

MiFID II and UK MiFIR product governance / Retail investors, professional investors and ECPs target market - See "General Information-Additional Information Regarding the Notes-Matters relating to MiFID II and 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.

 
 1.    Series No.:                           806 
 2.    Aggregate Principal Amount:           PEN 50,000,000 
 3.    Issue Price:                          PEN 49,775,000, which is 99.55 
                                              percent of the Aggregate Principal 
                                              Amount 
                                              The Issue Price will be payable 
                                              in USD in the amount of USD 12,274,969.17 
                                              at the agreed rate of PEN 4.055 
                                              per one USD . 
 4.    Issue Date:                           August 23, 2021 
 5.    Form of Notes 
        (Condition 1(a)):                     Registered only 
 6.    New Global Note:                      No 
 7.    Authorized Denomination(s) 
         (Condition 1(b)):                    PEN 10,000 
 8.    Specified Currency 
        (Condition 1(d)):                     Peruvian Sol ("PEN"), the lawful 
                                              currency of the Republic of Peru, 
                                              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 7(h)):           USD 
 10.   Specified Interest Payment 
        Currency                              USD 
        (Conditions 1(d) and 7(h)): 
 11.   Maturity Date 
        (Condition 6(a); Fixed 
        Interest Rate and Zero Coupon):        August 23, 2026 
 
                                               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 
        (Condition 5(III)):                   Issue Date (August 23, 2021) 
 14.   Fixed Interest Rate (Condition 
        5(I)): 
              (a) Interest Rate:             3.50 percent per annum 
              (b) Fixed Rate Interest 
               Payment Date(s):                Annually on August 23 in each year, 
                                               commencing on August 23, 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: 
                                             PEN 350 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). 
                                              "Lima 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. 
                                              "PEN Interbank Ave (PEN05) Rate" 
                                              means, in respect of a Rate Fixing 
                                              Date, the PEN/USD average exchange 
                                              rate in the interbank market, expressed 
                                              as the amount of PEN per one USD, 
                                              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, and published 
                                              on the Bloomberg page "PEN SBSP 
                                              Curncy", on such date. 
                                              "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 PEN/USD exchange rate, 
                                              expressed as the amount of PEN 
                                              per one USD determined by the Calculation 
                                              Agent on the first Lima Business 
                                              Day following the relevant Rate 
                                              Fixing Date by reference to the 
                                              applicable PEN Interbank Ave (PEN05) 
                                              Rate; or 
                                              (b) if the PEN Interbank Ave (PEN05) 
                                              Rate is not available for any reason, 
                                              as reported by the Banco Central 
                                              de reserve del Peru (www.bcrp.gob.pe) 
                                              as the "Tipo de Cambio Interbancario 
                                              Promedio" at approximately 2:00 
                                              p.m., Lima time, and published 
                                              on the Bloomberg page "PEN SBSP 
                                              Curncy", on such 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 (other than a Saturday or 
                                              a Sunday) on which banks and foreign 
                                              exchange markets are open for business 
                                              in Lima 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). 
                                              "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 Lima two Valuation 
                                              Business Days prior to the relevant 
                                              Rate Fixing Date. 
              (c) Business Day Convention:   Modified Following Business Day 
                                              Convention 
              (d) Fixed Rate Day Count 
               Fraction(s):                    Actual/Actual (ICMA) 
              (e) Calculation Agent:         BNP Paribas 
 15.   Relevant Financial Center:            Lima, London and New York 
 16.   Relevant Business Days:               Lima, 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 due 
        9):                                    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                                    Euroclear Bank SA/NV and/or Clearstream 
        Global Agent and Clearance             Banking, S.A. 
        and 
        Settlement Procedures: 
 3.    Syndicated:                           No 
 4.    Commissions and Concessions:          PEN 40,550 (USD 10,000 at the agreed 
                                              rate of PEN 4.055 per one USD) 
                                              . 
 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, if 
                                              applicable. 
 6.    Codes: 
              (a) Common Code:               237730305 
              (b) ISIN:                      XS2377303057 
 7.    Identity of Dealer:                   BNP Paribas 
 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       Not Applicable 
               manner which would allow 
               Eurosystem eligibility: 
 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) Republic of Peru:      The Dealer a cknowledges 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) 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 MiFID II and UK MiFIR 

The Bank does not fall under the scope of application of either the MiFID II or the UK MiFIR regime. Consequently, the Bank does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II or UK MiFIR.

MiFID II product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the EU 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, eligible counterparties and professional 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 EU 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 EU manufacturer's target market assessment) and determining appropriate distribution channels.

For the purposes of this provision, the expression "EU manufacturer" means the Dealer and the expression "MiFID II" means Directive 2014/65/EU, as amended.

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 PEN and the USD. Currency exchange rates are volatile and will affect the holder's return. In addition, the government of Peru 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 Peru or elsewhere could lead to significant and sudden changes in the exchange rate between the PEN 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.

INTER-AMERICAN DEVELOPMENT BANK

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