Issue of Debt

Inter-American Development Bank

18 January 2024

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 897

GBP 500,000,000 3.875 percent Notes due February 15, 2029 (the "Notes")

Issue Price: 99.578 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 Main Market

Barclays Bank PLC

Deutsche Bank AG, London Branch
Merrill Lynch International

The date of this Pricing Supplement is January 11, 2024.

The Series 897 Notes have been issued with original issue discount for United States tax purposes; therefore, the Notes are not intended to be sold or resold to persons subject to U.S. tax laws.

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.

MiFID II and UK MiFIR product governance / Retail investors, professional investors and ECPs target market - See "General Information-Additional Information Regarding the Notes-Matters relating to MiFID II and 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. 

	1.	Series No.:	897
	2.	Aggregate Principal Amount:	GBP 500,000,000
	3.	Issue Price:	GBP 497,890,000, which is 99.578 percent of the Aggregate Principal Amount.
	4.	Issue Date:	January 17, 2024
	5.	Form of Notes (Condition 1(a)):	Registered only, as further provided in paragraph 8(c) of "Other Relevant Terms" below.
	6.	New Global Note:	No
	7.	Authorized Denomination(s) (Condition 1(b)):	GBP 1,000 and integral multiples thereof
	8.	Specified Currency (Condition 1(d)):	Pound sterling ("GBP") being the lawful currency of the United Kingdom of Great Britain and Northern Ireland
	9.	Specified Principal Payment Currency (Conditions 1(d) and 7(h)):	GBP
	10.	Specified Interest Payment Currency (Conditions 1(d) and 7(h)):	GBP
	11.	Maturity Date (Condition 6(a); Fixed Interest Rate):	February 15, 2029
	12.	Interest Basis (Condition 5):	Fixed Interest Rate (Condition 5(I))
	13.	Interest Commencement Date (Condition 5(III)):	Issue Date (January 17, 2024)
	14.	Fixed Interest Rate (Condition 5(I)): (a)        Interest Rate:	3.875 percent per annum
		(b)        Fixed Rate Interest Payment Date(s):	Annually in arrear on February 15 in each year, commencing with a long first coupon on February 15, 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.
		(c)        Business Day Convention:	Following Business Day Convention
		(d)       Fixed Rate Day Count Fraction(s):	Actual/Actual (ICMA)
	15.	Relevant Financial Center:	London and New York
	16.	Relevant Business Days:	London and New York
	17.	Issuer's Optional Redemption (Condition 6(e)):	No
	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 Main Market with effect from the Issue Date.
2.		Details of Clearance System Approved by the Bank and the Global Agent and Clearance and Settlement Procedures:	Euroclear Bank SA/NV and Clearstream Banking S.A.
3.		Syndicated:	Yes
4.		If Syndicated:
		(a)        Liability:	Several and not joint
		(b)        Managers:	Barclays Bank PLC Deutsche Bank AG, London Branch Merrill Lynch International
5.		Commissions and Concessions:	0.017 percent of the Aggregate Principal Amount
6.		Estimated Total Expenses:	The Managers have 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.
7.		Codes:
		(a)        Common Code:	274486210
		(b)        ISIN:	XS2744862108
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 July 28, 2020, among 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. The Issuer and the Managers have agreed that the Series 897 Notes will not be offered, sold or distributed by the Managers, directly or indirectly, in the United States of America, its territories or possessions, or to, or for the account or benefit of, persons subject to U.S. tax laws in respect of the interest income on the Notes.
		(b)        United Kingdom:	Each of the Managers 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, each of the Managers 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 MiFID II and UK MiFIR

The Bank does not fall under the scope of application of either the MiFID II or the UK MiFIR regime.  Consequently, the Bank does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II or UK MiFIR.

MiFID II product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the EU 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, professional clients and retail clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate, including investment advice, portfolio management, non-advised sales and pure execution services. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the EU manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the EU manufacturer's target market assessment) and determining appropriate distribution channels.

For the purposes of this provision, the expression "EU manufacturer" means Deutsche Bank AG, London Branch and the expression "MiFID II" means Directive 2014/65/EU, as amended.

UK MiFIR product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of each 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, including investment advice, portfolio management, non-advised sales and pure execution services. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the UK manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under COBS, as applicable.

For the purposes of this provision, (i) the expression "UK manufacturer" means Barclays Bank PLC, Deutsche Bank AG, London Branch, and Merrill Lynch International, (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 initial interest payment date under the Notes is more than one year after the initial issuance of the Notes, none of the interest payments on the Notes will be treated as "qualified stated interest" for tax purposes. Accordingly, the Notes will be treated as issued with original issue discount ("OID") in an amount equal to the excess of all of the scheduled payments under the Notes (i.e., the sum of all of the GBP interest and principal payments under the Notes) over the issue price for the Notes. A U.S. Holder would then be required to accrue OID on the Notes, and recognize foreign currency gain or loss ‎upon an interest payment under the Notes, in the manner described in the Prospectus under "Tax Matters - United States Holders - Original Issue Discount - General" and "Tax Matters - United States Holders - Original Issue Discount - Foreign Currency Discount Notes".  Subject to the rules discussed therein, the primary consequence of the Notes being issued with OID is that all United States holders (including United States holders that are subject to the cash basis method of accounting for tax purposes) will be required to accrue interest on the Notes in ordinary income and will recognize foreign currency or gain or loss to the extent of the difference between the USD value of the payments on the Notes and the USD amount that it accrued with respect to the corresponding OID accruals on the Notes. United States holders are urged to consult their tax advisors regarding the tax treatment of the Notes, and in particular the tax consequences arising from the fact that the Notes will be treated as issued with OID for tax purposes. 

INTER-AMERICAN DEVELOPMENT BANK

 

END