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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 : 4782N
Inter-American Development Bank
31 May 2022
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 832
INR 662,200,000 5.70 percent Notes due May 27, 2025 (the "Notes")
Payable in Japanese Yen
Issue Price: 99.980 percent
No application has been made to list the Notes on any stock exchange.
Nomura International plc
The date of this Pricing Supplement is May 20, 2022
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.: 832
2. Aggregate Principal Amount: INR 662,200,000
3. Issue Price: INR 662,067,560, which is 99.980
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in JPY in the amount of JPY 1,089,895,617
at the agreed rate of JPY 1.6462
per one INR .
4. Issue Date: May 31, 2022
5. Form of Notes Bearer only.
(Condition 1(a)): The Notes will initially be represented
by a temporary global note in
bearer form (the "Temporary Bearer
Global Note"). Interests in the
Temporary Bearer Global Note will,
not earlier than the Exchange
Date, be exchangeable for interests
in a permanent global note in
bearer form (the "Permanent Bearer
Global Note"). Interests in the
Permanent Bearer Global Note will
be exchangeable for definitive
Notes in bearer form ("Definitive
Bearer Notes"), in the following
circumstances: (i) if the Permanent
Bearer Global Note is held on
behalf of a clearing system and
such clearing system is closed
for business for a continuous
period of fourteen (14) days (other
than by reason of holidays, statutory
or otherwise) or announces its
intention to permanently cease
business or does in fact do so,
by any such holder giving written
notice to the Global Agent; and
(ii) at the option of any such
holder upon not less than sixty
(60) days' written notice to the
Bank and the Global Agent from
Euroclear and Clearstream, Luxembourg
on behalf of such holder; provided,
that no such exchanges will be
made by the Global Agent, and
no Noteholder may require such
an exchange, during a period of
fifteen (15) days ending on the
due date for any payment of principal
on the Notes.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): INR 100,000
8. Specified Currency
(Condition 1(d)): Indian Rupee ("INR") provided
that all payments in respect of
the Notes will be made in Japanese
Yen ("JPY")
9. Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)): JPY
10. Specified Interest Payment
Currency JPY
(Conditions 1(d) and 7(h)):
11. Maturity Date
(Condition 6(a); Fixed
Interest Rate and Zero Coupon): May 27, 2025
The Maturity Date is subject to
adjustment in accordance with
the Business Day Convention 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 (May 31, 2022)
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 5.70 percent per annum
(b) Fixed Rate Interest Semi-annually on May 27 and November
Payment Date(s): 27 in each year, commencing on
November 27, 2022 and ending on
the Maturity Date.
There will be a short first Interest
Period from and including the
Issue Date to but excluding November
27, 2022.
Each Fixed Rate Interest Payment
Date is subject to adjustment
in accordance with the Business
Day Convention with no adjustment
to the amount of interest otherwise
calculated.
Calculation of Interest Amount
As soon as practicable and in
accordance with the procedures
specified herein, the Calculation
Agent (as defined below) will
determine the Reference Rate (as
defined below) and calculate the
amount of interest payable (the
"Interest Amount") with respect
to each Authorized Denomination
for the relevant Interest Period.
The Interest Amount with respect
to the Interest Period from and
including the Interest Commencement
Date to but excluding November
27, 2022, shall be a JPY amount
calculated on the relevant Rate
Fixing Date (as defined below)
as follows:
INR 2,802.50 multiplied by the
Reference Rate
(rounding down, if necessary,
the entire resulting figure to
the nearest lower whole JPY).
The Interest Amount with respect
to each subsequent Interest Period
shall be a JPY amount calculated
on the relevant Rate Fixing Date
(as defined below) as follows:
INR 2,850.00 multiplied by the
Reference Rate
(rounding down, if necessary,
the entire resulting figure to
the nearest lower whole JPY).
If Price Source Disruption Event
occurs, then the Reference Rate
shall be determined in the following
order.
(B) Valuation Postponement
For purposes of obtaining a Reference
Rate, the Reference Rate will
be determined on the Business
Day first succeeding the day on
which the Price Source Disruption
Event ceases to exist, unless
the Price Source Disruption Event
continues to exist (measured from
the date that, but for the occurrence
of the Price Source Disruption
Event, would have been the Rate
Fixing Date) for a consecutive
number of days equal to the Maximum
Days of Postponement. In such
event, the Reference Rate will
be determined on the next day
that, but for the occurrence of
the Price Source Disruption Event,
would have been the Business Day
after the Maximum Days of Postponement
("Determination Date") in accordance
with Fallback Provision - (B)
Fallback Reference Rate.
"Maximum Days of Postponement"
means five (5) days that, but
for the occurrence of the Price
Source Disruption Event, would
have been the Business Days
(B) Fallback Reference Rate
(a) The Reference Rate shall be
calculated by dividing the USD/JPY_fx
by the USD/INR_fx, provided that
such number (expressed as the
number of JPY per one INR) shall
be rounded to four decimal places
with 0.00005 being rounded upwards.
(b) If the USD/JPY_fx is not available
on the Determination Date, the
Calculation Agent will request
five leading reference banks (selected
by the Calculation Agent in its
sole discretion) in the Tokyo
interbank market for their mid
market quotations of the USD/JPY
spot exchange rate at approximately
3:30 p.m. Tokyo time on such date.
The highest and the lowest of
such quotations will be disregarded
and the arithmetic mean of the
remaining three quotations will
be the USD/JPY_fx, provided that,
if two or more such quotations
are the highest quotations, then
only one of such highest quotations
shall be disregarded, and if two
or more such quotations are the
lowest quotations then only one
of such lowest quotations shall
be disregarded, provided that:
i. if only four quotations are
so provided, then the USD/JPY_fx
shall be the arithmetic mean of
such quotations without regard
to the highest and lowest values
quoted, provided that, if two
or more such quotations are the
highest quotations, then only
one of such highest quotations
shall be disregarded, and if two
or more such quotations are the
lowest quotations then only one
of such lowest quotations shall
be disregarded;
ii. if fewer than four quotations
but at least two quotations can
be obtained, then the USD/JPY_fx
shall be the arithmetic mean of
the quotations actually obtained
by the Calculation Agent;
iii. if only one quotation is
available, in that event, the
Calculation Agent may determine
that such quotation shall be the
USD/JPY_fx; and
iv. if no such quotation is available
or if the Calculation Agent determines
in its sole discretion that no
suitable reference bank who is
prepared to quote is available,
the USD/JPY_fx shall be determined
by the Calculation Agent acting
in good faith and in a commercially
reasonable manner, having taken
into account relevant market practice.
(c) If the USD/INR_fx is not available
on the Determination Date, the
Calculation Agent will request
five leading reference banks (selected
by the Calculation Agent in its
sole discretion) which regularly
deal in the USD/INR exchange market
for their market quotations of
the USD/INR spot exchange rate
on such date. The highest and
the lowest of such quotations
will be disregarded and the arithmetic
mean of the remaining three quotations
will be the USD/INR_fx, provided
that, if two or more such quotations
are the highest quotations, then
only one of such highest quotations
shall be disregarded, and if two
or more such quotations are the
lowest quotations then only one
of such lowest quotations shall
be disregarded, provided that:
i. if only four quotations are
so provided, then the USD/INR_fx
shall be the arithmetic mean of
such quotations without regard
to the highest and lowest values
quoted, provided that, if two
or more such quotations are the
highest quotations, then only
one of such highest quotations
shall be disregarded, and if two
or more such quotations are the
lowest quotations then only one
of such lowest quotations shall
be disregarded;
ii. if fewer than four quotations
but at least two quotations can
be obtained, then the USD/INR_fx
shall be the arithmetic mean of
the quotations actually obtained
by the Calculation Agent;
iii. if only one quotation is
available, in that event, the
Calculation Agent may determine
that such quotation shall be the
USD/INR_fx; and
iv. if no such quotation is available
or if the Calculation Agent determines
in its sole discretion that no
suitable reference bank who is
prepared to quote is available,
the USD/INR_fx shall be determined
by the Calculation Agent acting
in good faith and in a commercially
reasonable manner, having taken
into account relevant market practice.
(d) Provided further that, if
the Determination Date falls on
an Unscheduled Holiday, the USD/INR_fx
will be determined by the Calculation
Agent on such Determination Date
in its sole discretion, acting
in good faith and in a commercially
reasonable manner, having taken
into account relevant market practice.
Where:
"Business Day" means a day (other
than a Saturday or a Sunday) on
which commercial banks and foreign
exchange markets settle payments
in London, Mumbai, New York and
Tokyo.
"Calculation Agent" means J.P.
Morgan Chase Bank, N.A. All determinations
of the Calculation Agent shall
(in the absence of manifest error)
be final and binding on all parties
(including, but not limited to,
the Bank and the Noteholders)
and shall be made in its sole
discretion in good faith and in
a commercially reasonable manner
in accordance with a calculation
agent agreement between the Bank
and the Calculation Agent.
"Mumbai Business Day" means a
day (other than a Saturday or
Sunday) on which commercial banks
and foreign exchange markets settle
payments and are open for general
business (including dealing in
foreign exchange and foreign currency
deposits) in Mumbai.
"Price Source Disruption Event"
means the event that the FBIL
Rate is not available on the relevant
Rate Fixing Date.
"Rate Fixing Date" means the date
that is ten (10) Business Days
prior to the relevant Fixed Rate
Interest Payment Date (including
the Maturity Date), which shall
not be subject to adjustment by
any Business Day Convention. Provided
that, even if there is an Unscheduled
Holiday between the relevant Rate
Fixing Date and relevant date
of payment, such Rate Fixing Date
shall not be subject to adjustment.
"FBIL Rate" means the spot JPY/INR
foreign exchange rate (expressed
as the number of INR per 100 JPY)
which appears on Refinitiv Screen
<INRREF=FBIL> Page (or such other
page or services as may replace
that page to be used for the purpose
of obtaining the reference rate).
If it becomes impossible to obtain
the reference rate on the relevant
Rate Fixing Date as mentioned
aforesaid, the Calculation Agent
shall be entitled to obtain such
reference rate reported by Financial
Benchmarks India Private Ltd ("FBIL")
or its successor from any other
screen or services that it deems
appropriate in good faith and
in a commercially reasonable manner.
"Reference Rate" means the product
of 100 and the reciprocal number
of the FBIL Rate on each Rate
Fixing Date. The resulting figure
(expressed as the number of JPY
per one INR) shall be rounded
to four decimal places with 0.00005
being rounded upwards.
"Unscheduled Holiday" means a
day that is not a Mumbai 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 Mumbai, two (2)
Mumbai Business Days prior to
the relevant Rate Fixing Date.
"USD/INR_fx" means the spot USD/INR
foreign exchange rate (expressed
as the number of INR per one USD)
which appears on Refinitiv Screen
<INRREF=FBIL> Page (or such other
page or services as may replace
that page to be used for the purpose
of obtaining the reference rate)
on the Determination Date. If
it becomes impossible to obtain
the reference rate on the Determination
Date as mentioned aforesaid, the
Calculation Agent shall be entitled
to obtain such reference rate
reported by FBIL or its successor
from any other screen or services
that it deems appropriate in good
faith and in a commercially reasonable
manner.
"USD/JPY_fx" means the USD/JPY
exchange rate (expressed as the
number of JPY per one USD) which
appears on Bloomberg Screen <BFIX
(USD/JPY Fixings)> Page (or such
other page or services as may
replace that page to be used for
the purpose of obtaining the reference
rate) under the "MID" column as
of 3:30 p.m. Tokyo time on the
Determination Date.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count
Fraction(s): 30/360
15. Relevant Financial Center: London, Mumbai, New York and Tokyo
16. Relevant Business Days: London, Mumbai, New York and Tokyo
17. Redemption Amount (Condition
6(a)): The Redemption Amount with respect
to each Authorized Denomination
will be a JPY amount calculated
by the Calculation Agent on the
Rate Fixing Date with respect
to the Maturity Date as follows:
INR 100,000 multiplied by the
Reference Rate
(rounding down , if necessary,
the entire resulting figure to
the nearest lower whole JPY).
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 Authorized Denomination
will be a JPY 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
fixed by the Calculation Agent.
21. Governing Law: New York
Other Relevant Terms
1. Listing: None
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: 1.80 percent of the Aggregate
Principal Amount
5. Estimated Total Expenses: The Dealer has agreed to pay for
all material expenses related
to the issuance of the Notes.
6. Codes:
(a) Common Code: 247154876
(b) ISIN: XS2471548763
7. Identity of Dealer: Nomura International plc
8. Provisions for Bearer Notes:
(a) Exchange Date: Not earlier than July 11, 2022,
which is the date that is 41 (forty-one)
days after the Issue Date.
(b) Permanent Global Note: Yes
(c) Definitive Bearer Notes: No, except in the limited circumstances
described under "Form of Notes"
herein and in the Prospectus
9. Intended to be held in a
manner which would allow Not Applicable
Eurosystem eligibility:
10. 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 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) India:
The Dealer has acknowledged that,
it will not offer or sell any
Notes in India at any time. The
Notes have not been approved by
the Securities and Exchange Board
of India, Reserve Bank of India
or any other regulatory authority
of India, nor have the foregoing
authorities approved this Pricing
Supplement or confirmed the accuracy
or determined the adequacy of
the information contained in this
Pricing Supplement. This Pricing
Supplement has not been and will
not be registered as a prospectus
or a statement in lieu of prospectus
with the Registrar of Companies
in India.
(d) Japan:
The Dealer represents that it
is purchasing the Notes as principal
and has agreed that in connection
with the initial offering of Notes,
it has not offered or sold and
will not directly or indirectly
offer or sell any Notes in Japan
or to, or for the benefit of,
any resident of Japan (including
any Japanese corporation or any
other entity organized under the
laws of Japan), or to others for
re-offering or resale, directly
or indirectly, in Japan or to,
or for the benefit of, any resident
of Japan (except in compliance
with the Financial Instruments
and Exchange Law of Japan (Law
no. 25 of 1948, as amended) and
all other applicable laws and
regulations of Japan), and furthermore
undertakes that any securities
dealer to whom it sells any Notes
will agree that it is purchasing
the Notes as principal and that
it will not offer or sell any
N otes, directly or indirectly,
in Japan or to or for the benefit
of any resident of Japan (except
as aforesaid ).
(e) 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 Issuer 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).
(f) 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.
The methodologies for determining the Japanese Yen-Indian Rupee foreign exchange rate may result in a Redemption Amount or the Early Redemption Amount (if applicable) of the Notes, or an interest payment on the Notes, being significantly less than anticipated.
The Bank may hedge its obligations under the Notes by entering into a swap transaction with the Dealer, one of its affiliates or other parties as swap counterparty. Assuming no change in market conditions or any other relevant factors, the price, if any, at which the Dealer or another purchaser might be willing to purchase Notes in a secondary market transaction is expected to be lower, and could be substantially lower, than the original issue price of the Notes. This is due to a number of factors, including that (i) the potential profit to the secondary market purchaser of the Notes may be incorporated into any offered price and (ii) the cost of funding used to value the Notes in the secondary market is expected to be higher than our actual cost of funding incurred in connection with the issuance of the Notes. In addition, the original issue price of the Notes included, and secondary market prices are likely to exclude, the projected profit that our swap counterparty or its affiliates may realize in connection with this swap. Further, as a result of dealer discounts, mark-ups or other transaction costs, any of which may be significant, the original issue price may differ from values determined by pricing models used by our swap counterparty or other potential purchasers of the Notes in secondary market transactions.
3. United States Federal Income Tax Matters
The Notes will not be treated as issued in registered form for United States federal income tax purposes; therefore, the "Tax Matters" section in the Prospectus does not apply to the Notes. A United States holder that acquires Notes could be subject to adverse tax consequences with respect to its ownership of the Notes and should accordingly consult its tax advisor prior to acquiring Notes.
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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END
IODUAAKRUVUVOAR
(END) Dow Jones Newswires
June 01, 2022 02:00 ET (06:00 GMT)
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