PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 947
U.S.$50,000,000 Multi Callable 5.36 percent Notes due November 5, 2054 (the "Notes")
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 October 31, 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), which are expressly incorporated hereto, these are the only terms that form part of the form of Notes for such issue.
1. | Series No.: | 947 |
2. | Aggregate Principal Amount: | U.S.$50,000,000 |
3. | Issue Price: | U.S.$50,000,000, which is 100.00 percent of the Aggregate Principal Amount
|
4. | Issue Date: | November 5, 2024 |
5. | Form of Notes |
Registered only |
6. | New Global Note: | No |
7. | Authorized Denomination(s) |
U.S.$10,000 and integral multiples thereof |
8. | Specified Currency |
United States Dollars (U.S.$) being the lawful currency of the United States of America
|
9. | Specified Principal Payment Currency |
U.S.$ |
10. | Specified Interest Payment Currency |
U.S.$ |
11. | Maturity Date |
November 5, 2054
|
12. | Interest Basis |
Fixed Interest Rate (Condition 5(I)) |
13. | Interest Commencement Date |
Issue Date (November 5, 2024) |
14. | Fixed Interest Rate (Condition 5(I)): |
|
|
| (a) Interest Rate: | 5.36 percent per annum |
|
| (b) Fixed Rate Interest Payment Date(s): |
Annually in arrear on November 5 in each year, commencing on November 5, 2025, 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.
|
|
| (c) Business Day Convention: | Following Business Day Convention |
|
| (d) Fixed Rate Day Count Fraction(s): |
30/360 |
15. | Relevant Financial Center: | New York |
16. | Relevant Business Days: | New York |
17. | Issuer's Optional Redemption (Condition 6(e)): |
Yes, in whole but not in part |
| | (a) Notice Period: | No less than five (5) Relevant Business Days prior to the Optional Redemption Dates
|
| | (b) Amount: | 100.00 percent per Authorized Denomination |
| | (c) Date(s): | May 5 and November 5 in each year, commencing on November 5, 2028, up to and including May 5, 2054. |
| | (d) Early Redemption Amount Bank: |
100.00 percent of the Aggregate Principal Amount
|
18. | Redemption at the Option of the Noteholders (Condition 6(f)): |
No |
19. | 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.
|
2. | Details of Clearance System Approved by the Bank and the |
Euroclear Bank SA/NV; Clearstream Banking S.A.
|
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 Expenses: | 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.
|
6. | Codes: | |
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| (a) ISIN: | XS2929973530 |
|
| (b) Common Code: | 292997353 |
7. | Identity of Dealer: | Citigroup Global Markets Limited
|
8. | Provision for Registered Notes: | |
|
| (a) Individual Definitive Registered Notes Available on Issue Date: |
|
|
| (b) DTC Global Note(s): | No |
|
| (c) Other Registered Global Notes: | Yes, issued in accordance with the Amended and Restated Global Agency Agreement, dated as of July 28, 2020, between the Bank, Citibank, N.A., London Branch as Global Agent, and the other parties thereto.
|
9. | Intended to be held in a manner which would allow Eurosystem eligibility: |
Not Applicable |
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) 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).
|
| | (d) 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.
INTER-AMERICAN DEVELOPMENT BANK
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