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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 2022 to Jul 2024
TIDM42BI
RNS Number : 9637A
Inter-American Development Bank
28 September 2022
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 845
COP 25,000,000,000 11.10 percent Notes due September 27, 2027 (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
UK Regulated Market
Citigroup
The date of this Pricing Supplement is September 22, 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.: 845
2. Aggregate Principal Amount: COP 25,000,000,000
3. Issue Price: COP 25,000,000,000, which is
100.00 percent of the Aggregate
Principal Amount
The Issue Price will be payable
in USD in the amount of USD 5,760,368.66
at the agreed rate of COP 4,340.00
per one USD.
4. Issue Date: September 27, 2022
5. Form of Notes Registered only
(Condition 1(a)):
6. New Global Note: No
7. Authorized Denomination(s) COP 10,000,000
(Condition 1(b)):
8. Specified Currency Colombian Peso ("COP"), the lawful
(Condition 1(d)): currency of the Republic of Colombia,
provided that all payments in
respect of the Notes will be
made in United States Dollars
("USD")
9. Specified Principal Payment USD
Currency
(Conditions 1(d) and 7(h)):
10. Specified Interest Payment USD
Currency
(Conditions 1(d) and 7(h)):
11. Maturity Date September 27, 2027
(Condition 6(a); Fixed Interest The Maturity Date is subject
Rate and Zero Coupon): 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 Fixed Interest Rate (Condition
(Condition 5): 5(I))
13. Interest Commencement Date Issue Date (September 27, 2023)
(Condition 5(III)):
14. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 11.10 percent per annum
(b) Fixed Rate Interest Payment Annually on September 27 in each
Date(s): year, commencing on September
27, 2023, up to and including
the Maturity Date.
Each Fixed Rate Interest Payment
Date is subject to the Business
Day Convention, but 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:
COP 1,110,000 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).
"Bogotá Business Day" means
a day (other than a Saturday
or a Sunday) on which banks and
foreign exchange markets are
open for business in Bogotá.
"'COP TRM' (COP02) Rate" means,
in respect of a Rate Fixing Date,
the COP/USD fixing rate for USD,
expressed as the amount of COP
per one USD, for settlement on
the same day reported by the
Colombian Financial Superintendency
(www.banrep.gov.co) as the "Tasa
Representativa del Mercado (TRM)"
(also referred to as the "Tasa
de Cambio Representativa del
Mercado" (TCRM)) as published
on the Reuters Screen CO/COL03
Page opposite the caption "TCRM"
below the heading "Hoy" at approximately
5:00 p.m. Bogotá time on
such day, but not later than
10:30 a.m., Bogotá time,
on the first Bogotá Business
Day following the relevant Rate
Fixing Date (or such other page
or service as may replace such
page for the purposes of displaying
such "COP TRM" (COP02) Rate),
provided that the "COP TRM" (COP02)
Rate found on the website of
the Colombian Financial Superintendency
shall prevail in case of conflict
with the rate appearing on Reuters
Screen CO/COL03 Page. If the
Reuters Screen CO/COL03 Page
no longer reports such rate or
is no longer available and has
not been replaced by any other
page or service, the Calculation
Agent shall be entitled to obtain
such rate as reported by the
Colombian Financial Superintendency
from any other screen or information
source that it deems appropriate
in good faith and in a commercially
reasonable manner.
"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 COP/USD exchange rate,
expressed as the amount of COP
per one USD determined by the
Calculation Agent on the first
Bogotá Business Day following
the relevant Rate Fixing Date
by reference to the applicable
"COP TRM" (COP02) Rate; or
(b) in the event that the "COP
TRM" (COP02) Rate is not available
on the first Bogotá Business
Day following the relevant Rate
Fixing Date, the Calculation
Agent shall determine that a
Price Source Disruption Event
has occurred, and shall promptly
inform the Bank 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 New York
and Bogotá.
Applicable Disruption Fallbacks
(in order of application):
1. Valuation Postponement. "Valuation
Postponement" means, for purposes
of obtaining a Reference Rate,
that 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. "Calculation
Agent Determination of Reference
Rate" means, for the purpose
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 fourteen (14) calendar
days.
"Unscheduled Holiday" means that
a day 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 Bogotá
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), Unadjusted
(e) Calculation Agent: Citibank NA, New York
15. Relevant Financial Center: Bogotá and New York
16. Relevant Business Days: Bogotá and New York
17. 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 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 No
(Condition 6(e)):
19. Redemption at the Option No
of the Noteholders (Condition
6(f)):
20. Early Redemption Amount In the event the Notes become
(including accrued interest, due and payable as provided in
if applicable) (Condition 9): 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 (if yes, specify Application has been made for
Stock the Notes to be admitted to the
Exchange): 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 Euroclear Bank SA/NV and/or Clearstream
Approved by the Bank and the Banking S.A.
Global Agent and Clearance and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: No commissions or concessions
are payable in respect of the
Notes. An affiliate of the Dealer
has arranged a swap with the
Bank in connection with this
transaction and will receive
amounts thereunder that may comprise
compensation.
5. Estimated Total Expense: 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: 253498056
(b) ISIN: XS2534980565
7. Identity of Dealer(s)/Manager(s): Citigroup Global Markets Limited
8. Provisions for Registered
Notes:
(a) Individual Definitive Registered No
Notes Available on Issue Date:
(b) DTC Global Note(s): No
(c) Other Registered Global Yes, issued in accordance with
Notes: 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:
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.
(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) Colombia This Pricing Supplement does
not constitute and may not be
used for, or in connection with,
a public offering as defined
in the laws of the Republic of
Colombia and shall be valid in
Colombia only to the extent permitted
by Colombian law. Therefore,
the Notes will not be marketed,
offered, sold or distributed
in Colombia or to Colombian residents
except in circumstances which
do not constitute a public offering.
Any promotional or advertisement
activity shall comply with the
requirements set out by Colombian
law. The Notes have not been
registered in the Republic of
Colombia and may only be exchanged
in the territory of the Republic
of Colombia to the extent permitted
by applicable law. The information
contained in this Pricing Supplement
is provided for assistance purposes
only and no representation or
warranty is made as to the accuracy
or completeness of the information
contained herein.
(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 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).
(e) General: No action has been or will be
taken by the Issuer 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 COP and the USD. Currency exchange rates are volatile and will affect the holder's return. In addition, the government of Colombia 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 Colombia or elsewhere could lead to significant and sudden changes in the exchange rate between the COP 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. Matters relating to United States Federal Income Tax
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 COP, 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 USD value of the COP amount of the payment, calculated at the currency exchange rate in effect on the date of payment. The USD amount that is actually received by the United States holder may differ from the amount determined under the preceding sentence, since the USD 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 could take the position, however, that the amounts received by a United States holder in respect of a Note should be equal to the USD 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
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(END) Dow Jones Newswires
September 28, 2022 02:00 ET (06:00 GMT)
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