PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 926
AUD 40,000,000 4.830 percent Notes due June 21, 2039 (the
"Notes")
Issue Price: 100.00
percent
No application has been made to list the Notes on any
stock exchange.
SMBC Nikko
The date of this Pricing Supplement
is June 18, 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 / 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.:
|
926
|
2. Aggregate
Principal Amount:
|
AUD 40,000,000
|
3. Issue
Price:
|
AUD 40,000,000, which is 100.00 percent of the
Aggregate Principal Amount
|
4. Issue
Date:
|
June 21, 2024
|
5. Form of
Notes
(Condition 1(a)):
|
Registered only
|
6. Authorized
Denomination(s)
(Condition 1(b)):
|
AUD 100,000 and integral multiples thereof
|
7. Specified
Currency
(Condition 1(d)):
|
Australian Dollar (AUD) being the lawful currency of
the Commonwealth of Australia
|
8. Specified
Principal Payment Currency
(Conditions 1(d) and 7(h)):
|
AUD
|
9. Specified
Interest Payment Currency
(Conditions 1(d) and 7(h)):
|
AUD
|
10. Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
|
June 21, 2039
|
11. Interest Basis
(Condition 5):
|
Fixed Interest Rate (Condition 5(I))
|
12. Interest Commencement
Date (Condition 5(III)):
|
Issue Date (June 21,
2024)
|
13. Fixed Interest Rate
(Condition 5(I)):
|
|
(a)
Interest Rate:
|
4.830 percent per annum
|
(b)
Fixed Rate Interest
Payment Date(s):
|
Semi-annually in arrear on June 21 and December 21 in
each year, commencing on December 21, 2024, 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
|
14. Relevant Financial
Center:
|
Sydney, New York
|
15. Relevant Business
Day:
|
Sydney, New York
|
16. Issuer's Optional
Redemption (Condition 6(e)):
|
No
|
17. Redemption at the
Option of the Noteholders (Condition 6(f)):
|
No
|
18. Governing
Law:
|
New York
|
Other Relevant Terms
1. Listing (if
yes, specify Stock
Exchange):
|
None
|
2. Details of
Clearance System Approved by the Bank and the Global Agent and
Clearance and Settlement Procedures:
|
Euroclear Bank SA/NV and/or
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.
|
6.
Codes:
|
|
(a)
Common Code:
|
283903192
|
(b)
ISIN:
|
XS2839031924
|
7. Identity of
Dealer(s)/Manager(s):
|
SMBC Nikko Capital Markets
Limited
|
8. Provisions
for Registered Notes:
|
|
(a)
Individual Definitive Registered Notes Available
on Issue Date:
|
No
|
(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) Commonwealth of Australia:
|
The Dealer is neither a bank nor an
authorized deposit-taking institution which is authorized under the
Banking Act 1959 of Australia. The Dealer is engaged in connection
with the issuance of the Notes solely for the purposes of
transactions outside Australia and with persons who are not
resident or located in Australia. The Dealer represents and agrees
that it:
·
has not (directly or indirectly) offered or
invited applications, and will not offer or invite applications,
for the issue, sale or purchase of the Notes in Australia
(including an offer or invitation which is received by a person in
Australia); and
|
|
·
has not distributed or published, and will not
distribute or publish, the Prospectus or any other offering
material or advertisement (including any Pricing Supplement)
relating to the Notes in Australia.
The Dealer has not provided, and will
not provide, any financial services (as defined in the Corporations
Act 2001 of Australia ("Corporations Act")) in, or into, Australia
in connection with the issuance of the Notes and it has not
engaged, and will not engage, in any conduct intended to induce
persons who are resident or located in Australia to use the
financial services the Dealer provides.
The Dealer acknowledges in relation
to the Global Debt Program and the issue of the Notes that the
Prospectus has not been, and will not be, and no other prospectus
or other disclosure document (as defined in the Corporations Act)
in relation to the Global Debt Program or any Notes has been or
will be, lodged with the Australian Securities and Investments
Commission or any other Australian governmental agency.
|
(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 / 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 to eligible
counterparties and professional clients 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. Use of
Proceeds
The net proceeds from the sale of
the Notes will be included in the ordinary capital resources of the
Bank and, will not be committed or earmarked for lending to, or
financing of, any specific loans, projects or programs. The Bank,
in partnership with its member countries, works to reduce poverty
and inequalities in Latin America and the Caribbean by promoting
economic and social development in a sustainable, climate friendly
way.
The Bank's strategic priorities
include social inclusion and equality, productivity and innovation
and economic integration along with three cross-cutting issues:
gender equality and diversity, climate change and environmental
sustainability, and institutional capacity and the rule of law.
Each strategic priority of the Bank aligns to at least one of the
United Nations Sustainable Development Goals ("SDGs"), with all
goals covered within the Bank's institutional strategy, which may
be adapted from time to time should the United Nations SDGs
definition evolve.
All projects undertaken by the Bank
go through the Bank's rigorous sustainability framework. The
framework tracks measurable results, adherence to lending targets
and the effectiveness of its environmental and social safeguards.
The Bank's administrative and operating expenses are currently
covered entirely by the Bank's various sources of revenue,
consisting primarily of net interest margin and investment income
(as more fully described in the Bank's Information
Statement).
INTER-AMERICAN DEVELOPMENT BANK