TIDM42BI
RNS Number : 7541R
Inter-American Development Bank
03 March 2023
PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 863
CRC 6,850,000,000 7.90 percent Notes due March 2, 2025 (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 as of February 27,
2023
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 / 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.: 863
2. Aggregate Principal Amount: CRC 6,850,000,000
3. Issue Price: CRC 6,850,000,000, which is 100.00
percent of the Aggregate Principal
Amount
The Issue Price will be payable
in USD in the amount of USD 12,166,962.70
at the agreed rate of 563.00
CRC per one USD.
4. Issue Date: March 2, 2023
5. Form of Notes
(Condition 1(a)): Registered only, as further
provided in paragraph 9(c) of
"Other Relevant Terms" below.
6. New Global Note: No
7. Authorized Denomination(s)
(Condition 1(b)): CRC 50,000,000 and integral
multiples thereof
8. Specified Currency
(Condition 1(d)): The lawful currency of the Republic
of Costa Rica ("Costa Rican Colón"
or "CRC"), provided that all
payments in respect of the Notes
will be made in United States
Dollars ("U.S.$" or "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 March 2, 2025; provided that
(Condition 6(a); Fixed if the Valuation Date (as defined
Interest Rate): below) in respect of the Maturity
Date shall be adjusted as provided
in the definition of "Valuation
Date", then the Maturity Date
shall be the date five Relevant
Business Days after such Valuation
Date as so adjusted.
The Maturity Date is subject
to 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 (March 2, 2023)
14. Fixed Interest Rate (Condition Condition 5(I) as amended and
5(I)): supplemented below, shall apply
to the Notes. The bases of the
calculation of the Interest Amount,
Fixed Rate Interest Payment Dates
and default interest are as set
out below.
(a) Interest Rate:
7.90 percent per annum
(b) Fixed Rate Interest Semi-annually in arrear on each
Payment Date(s): March 2 and September 2, commencing
on September 2, 2023, up to and
including the Maturity Date;
provided that if the Valuation
Date in respect of a stated Fixed
Rate Interest Payment Date shall
be adjusted as provided in the
definition of "Valuation Date",
then such Fixed Rate Interest
Payment Date shall be the date
five Relevant Business Days after
such Valuation Date as so adjusted.
(c) Business Day Convention: Following Business Day Convention
(d) Fixed Rate Day Count
Fraction(s): 30/360, unadjusted
(e) Calculation of Interest As soon as practicable and in
Amount: accordance with the procedure
specified herein, the Calculation
Agent will determine the CRC
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 on
the relevant Valuation Date (as
defined below) as follows:
7.90%
times
minimum Authorized Denomination
times
the Fixed Rate Day Count Fraction
divided by
the CRC Rate
(and rounding, if necessary,
the entire resulting figure to
the nearest two decimal places,
with USD 0.005 being rounded
upwards).
In respect of a Valuation Date,
the "CRC Rate", expressed as
the amount of CRC per one USD:
(a) shall be determined by the
Calculation Agent on such Valuation
Date by reference to the CRC-MONEX
Rate (as defined below); or
(b) if the CRC-MONEX Rate is
not available on such Valuation
Date or if an FX Disruption Event
(as defined below) applies, the
CRC Rate shall be determined
by the Calculation Agent on such
Valuation Date in good faith
and in a commercially reasonable
manner, having taken into account
relevant market practice.
The "CRC-MONEX Rate ", in respect
of a Valuation Date, is the weighted
average of Costa Rican Colón/U.S.
Dollars exchange rate, expressed
as the amount of Costa Rican
Colón per one USD, as determined
by the Foreign Exchange Interbank
Market in Costa Rica ("MONEX")
as the exchange rate to pay foreign
exchange denominated obligations
payable in Costa Rican Colónes,
as published in the "Resumen
de negociacion en MONEX" (daily
summary printed from the MONEX
system at close), which appears
on the Banco Central de Costa
Rica's website (www.bccr.fi.cr)
under the heading "TIPO DE CAMBIO
NEGOCIADO (colones por US$)"
and to the right of the caption
"Promedio ponderado" at approximately
5:00 PM, San Jose time, on such
Valuation Date.
"Valuation Date" means, in respect
of each Fixed Rate Interest Payment
Date and the Maturity Date, the
date which is five New York and
San Jose Business Days prior
to such date (each being a "Scheduled
Valuation Date"); provided, however,
that in the event of an Unscheduled
Holiday (as defined below) with
respect to such date, a Scheduled
Valuation Date shall be subject
to adjustment in accordance with
the Business Day Convention.
"Unscheduled Holiday" means,
in respect of a Scheduled Valuation
Date, that a day is not a New
York and San Jose 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 San Jose two
business days prior to such day.
Notwithstanding anything herein
to the contrary, in no event
shall the total number of consecutive
calendar days during which a
Valuation Date is deferred due
to an Unscheduled Holiday exceed
eight consecutive calendar days
in the aggregate. Accordingly,
if, upon the lapse of any such
eight day period, an Unscheduled
Holiday shall be continuing on
the day following such period,
then such eighth day, or the
next day that would have been
a New York and San Jose Business
Day but for the Unscheduled Holiday,
shall be deemed to be the Valuation
Date.
"FX Disruption Event" means,
on any New York and San Jose
Business Day, the Calculation
Agent determines in its sole
discretion that it is unable
to determine any amount or rate
that the Calculation Agent is
required to determine under the
Notes, including the CRC Rate,
due to market conditions, such
market conditions including,
but not limited to, (i) market
volatility, (ii) factors affecting
market liquidity, (iii) legal,
regulatory or artificial market
limitations, (iv) a natural or
man-made disaster, armed conflict,
act of terrorism, riot, labor
disruption or any other circumstance
beyond its control, or (v) the
enactment, promulgation, execution,
ratification or adoption of,
or any change in or amendment
to, any rule, law, regulation
or statute (or in the applicability
or official interpretation of
any rule, law, regulation or
statute) or the issuance of any
order or decree.
"New York and San Jose 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 New York and San
Jose (Costa Rica).
(g) Calculation Agent: See "8. Identity of Calculation
Agent" under "Other Relevant
Terms"
(h) Notification: If the Interest Amount payable
on any Fixed Rate Interest Payment
Date or the Redemption Amount,
as the case may be, is calculated
in any manner other than by utilizing
the CRC-MONEX Rate (as described
above), the Global Agent on behalf
of the Bank shall give notice
as soon as reasonably practicable
to the Noteholders in accordance
with Condition 15 (Notices).
15. Relevant Financial Center: New York, London and San Jose
(Costa Rica)
16. Relevant Business Day: New York, London and San Jose
(Costa Rica)
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 on the
Valuation Date with respect to
the Maturity Date as follows:
minimum Authorized Denomination
divided by
the CRC Rate
(and rounding, if necessary,
the entire resulting figure to
the nearest 2 decimal places,
with USD 0.005 being rounded
upwards).
If payment of the Redemption
Amount occurs later than on the
scheduled Maturity Date in the
event of any postponement described
herein, no accrued interest shall
be payable in respect of such
period of postponement following
the scheduled Maturity Date.
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 In the event the Notes become
(including accrued interest, due and payable as provided in
if applicable) (Condition Condition 9 (Default), the Early
9): 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" 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 Valuation Date shall be the
date that is five Relevant 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
22. Selling Restrictions: Under the provisions of Section
(a) United States: 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 Costa Rica: The securities are not intended
for the Costa Rican public or
the Costa Rican market and are
not registered, and will not
be registered, with the General
Superintendence of Securities
("SUGEVAL") as part of any public
offering of securities in Costa
Rica. The Pricing Supplement
relates to an individual, private
offering that is made in Costa
Rica in reliance upon an exemption
from registration with the SUGEVAL
pursuant to articles 7 and 8
of the Regulations on the Public
Offering of Securities (Reglamento
de Oferta Pública de Valores).
The information contained in
the Pricing Supplement is confidential,
and the Pricing Supplement is
not to be reproduced or distributed
to third parties in Costa Rica.
(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.
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
Global Agent and Clearance Euroclear Bank SA/NV and/or
and Clearstream Banking S.A.
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 Expenses: None. The Dealer has agreed to
pay for all material expenses
related to the issuance of the
Notes.
6. Codes:
(a) Common Code: 259102065
(b) ISIN: XS2591020651
7. Identity of Dealer: Citigroup Global Markets Limited
8. Identity of Calculation Citibank, N.A., New York Branch,
Agent: will act as the Calculation Agent.
In relation to the Valuation
Date, as soon as is reasonably
practicable after the determination
of the CRC Rate in relation thereto,
on the date on which the relevant
CRC Rate is to be determined
(or, if such date is not a Relevant
Business Day, then on the next
succeeding Relevant Business
Day), the Calculation Agent shall
notify the Issuer and the Global
Agent of the CRC Rate, and the
Interest Amount, and the Redemption
Amount or Early Redemption Amount,
as the case may be, in relation
thereto.
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.
9. Provision for Registered
Notes:
(a) Individual Definitive
Registered Notes Available No
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, as amended from
time to time, between the Bank,
Citibank, N.A., as Global Agent,
and the other parties thereto.
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 / 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 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. United States Federal Income Tax Matters
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 Costa Rican Colón, 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 U.S. dollar value of
the Costa Rican Colón amount of the payment, calculated at the
currency exchange rate in effect on the date of payment. The U.S.
dollar amount that is actually received by the United States holder
may differ from the amount determined under the preceding sentence,
since the U.S. dollar amount of the payment will be determined by
reference to the CRC Rate as of the relevant Valuation 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 U.S. dollar 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.
2. Additional Investment Considerations:
There are various risks associated with the Notes including, but
not limited to, exchange rate risk, price risk and liquidity risk.
Investors should consult with their own financial, legal and
accounting 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. Holders of the Notes should also consult with their
professional tax advisors regarding tax laws applicable to
them.
The methodologies for determining the Costa Rican Colón-United
States Dollar 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
what an alternative methodology for determining the CRC-USD
exchange rate would yield.
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.
Payment of each Interest Amount and the Redemption Amount will
be based on the CRC-MONEX Rate, which is a measure of the rate of
exchange between the Costa Rican Colón and the USD. Currency
exchange rates are volatile and will affect the holder's return. In
addition, the government of Costa Rica 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 Costa Rica or
elsewhere could lead to significant and sudden changes in the
exchange rate between the Costa Rican Colón and the USD.
The Costa Rican Colón is an emerging market currency. Emerging
market currencies may be subject to particularly substantial
volatility, as well as to government actions including currency
controls, devaluations and other matters which could materially and
adversely affect the value of the 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
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