PRICING
SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series
No: 920
Tranche
No.: 2
GBP
100,000,000 4.375 percent Notes due May 2, 2033 (the
"Notes")
as
from May 28, 2024 to be consolidated and form a single series with
the Bank's GBP 500,000,000 4.375 percent Notes due May 2, 2033,
issued on May 2, 2024 (the "Series
920 Tranche 1 Notes")
Issue
Price: 101.138 percent plus 26 days' accrued interest
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 Main Market
BofA Securities
The
date of this Pricing Supplement is May 23, 2024.
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), these are the only terms
that form part of the form of Notes for such issue.
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1.
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Series No.:
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920
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Tranche No.:
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2
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2.
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Aggregate Principal
Amount:
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GBP 100,000,000
As from the Issue Date, the Notes
will be consolidated and form a single series with the Series 920
Tranche 1 Notes.
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3.
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Issue Price:
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GBP 101,449,643.84, which amount
represents the sum of (a) 101.138 percent of the Aggregate
Principal Amount plus (b)
the amount of GBP 311,643.84 representing 26 days' accrued
interest.
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4.
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Issue Date:
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May 28, 2024
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5.
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Form of Notes
(Condition 1(a)):
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Registered only, as further provided in paragraph 8(c) of "Other
Relevant Terms" below.
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6.
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New Global Note:
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No
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7.
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Authorized Denomination(s)
(Condition 1(b)):
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GBP 1,000 and integral multiples
thereof
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8.
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Specified Currency
(Condition 1(d)):
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Pound sterling ("GBP") being the lawful currency of the United
Kingdom of Great Britain and Northern Ireland
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9.
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Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
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GBP
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10.
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Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
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GBP
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11.
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Maturity Date
(Condition 6(a); Fixed Interest Rate):
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May 2, 2033
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12.
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Interest Basis
(Condition 5):
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Fixed Interest Rate (Condition 5(I))
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13.
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Interest Commencement Date
(Condition 5(III)):
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May 2,
2024
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14.
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Fixed Interest Rate (Condition
5(I)):
(a) Interest
Rate:
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4.375 percent per annum
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(b) Fixed
Rate Interest Payment Date(s):
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Annually in arrear on May 2 in each
year, from and including May 2, 2025 up to and including the
Maturity Date.
Each Interest Payment Date is
subject to the Business Day Convention, but with no adjustment to
the amount of interest otherwise calculated.
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(c) Business
Day Convention:
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Following Business Day Convention
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(d) Fixed Rate Day
Count Fraction(s):
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Actual/Actual (ICMA)
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15.
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Relevant Financial
Center:
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London and New York
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16.
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Relevant Business Days:
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London and New York
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17.
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Issuer's Optional Redemption
(Condition 6(e)):
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No
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18.
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Redemption at the Option of the
Noteholders (Condition 6(f)):
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No
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19.
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Governing Law:
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New York
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Other Relevant Terms
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1.
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Listing:
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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 Main
Market with effect from the Issue Date.
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2.
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Details of Clearance System Approved
by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
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Euroclear Bank SA/NV and Clearstream
Banking S.A.
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3.
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Syndicated:
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No
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4.
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Commissions and
Concessions:
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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.
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5.
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Estimated Total Expenses:
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The Dealer has agreed to pay for all material expenses
related to the issuance of the Notes, except the Issuer will pay
for the London Stock Exchange listing fees, if applicable.
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6.
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Codes:
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(a) Common
Code:
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281087606
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(b)
ISIN:
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XS2810876065
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7.
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Identity of Dealer:
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Merrill Lynch
International
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8.
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Provisions for Registered
Notes:
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(a)
Individual Definitive Registered Notes Available on Issue
Date:
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No
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(b) DTC
Global Note(s):
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No
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(c) Other
Registered Global Notes:
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Yes, issued in accordance with the
Amended and Restated Global Agency Agreement, dated July 28, 2020,
among the Bank, Citibank, N.A., as Global Agent, and the other
parties thereto.
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9.
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Intended to be held in a manner which would allow Eurosystem
eligibility:
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Not Applicable
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10.
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Selling Restrictions:
(a) United
States:
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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.
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(b) United
Kingdom:
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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.
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(c)
Singapore:
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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).
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(d)
General:
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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.
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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.
Tax Matters
The following supplements the discussion under the "Tax Matters"
section of the Prospectus regarding the United States 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 United States federal, state,
and local tax laws and non-U.S. tax laws and possible changes in
tax laws.
Because a U.K. holiday (that is not also a U.S. federal holiday)
falls on either a scheduled interest payment date or the Monday
immediately following a scheduled interest payment date that falls
on a Saturday or Sunday, at least one of the intervals between
interest payments will exceed one year. Under current law,
the status of such interest is unclear, and interest on the Notes
may, as a technical matter, not be "qualified stated interest"
within the meaning of the relevant Treasury regulations. We,
however, intend to treat interest on the Notes as qualified stated
interest and the Notes as therefore issued without original issue
discount for United States federal income tax reporting
purposes. Please see the discussion in the Prospectus in
"-Original Issue Discount-General" under the "United States
Holders" section for more information.
INTER-AMERICAN
DEVELOPMENT BANK