Issue of Debt

Inter-American Development Bank

15 July 2024

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 926

Tranche No.: 2

AUD 25,000,000 4.830 percent Notes due June 21, 2039 (the "Notes") as from July 10, 2024 to be consolidated and form a single series with the Bank's AUD 40,000,000 4.830 percent Notes due June 21, 2039, issued on June 21, 2024 (the "Series 926 Tranche 1 Notes")

Issue Price: 99.558 percent plus 19 days' accrued interest

No application has been made to list the Notes on any stock exchange.

SMBC Nikko

The date of this Pricing Supplement is July 8, 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.         Tranche No.:	2
3.         Aggregate Principal Amount:	AUD 25,000,000
4.         Issue Price:	AUD 24,953,229.17, which is (a) 99.558 percent of the Aggregate Principal Amount plus (b) the amount of AUD 63,729.17 representing 19 days' accrued interest, inclusive.
5.         Issue Date:	July 10, 2024
6.         Form of Notes (Condition 1(a)):	Registered only
7.         Authorized Denomination(s) (Condition 1(b)):	AUD 100,000 and integral multiples thereof
8.         Specified Currency (Condition 1(d)):	Australian Dollar (AUD) being the lawful currency of the Commonwealth of Australia
9.         Specified Principal Payment Currency (Conditions 1(d) and 7(h)):	AUD
10.       Specified Interest Payment Currency (Conditions 1(d) and 7(h)):	AUD
11.       Maturity Date (Condition 6(a); Fixed Interest Rate and Zero Coupon):	June 21, 2039
12.       Interest Basis (Condition 5):	Fixed Interest Rate (Condition 5(I))
13.       Interest Commencement Date (Condition 5(III)):	June 21, 2024
14.       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
15.       Relevant Financial Center:	Sydney, New York
16.       Relevant Business Day:	Sydney, 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 (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

 

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