Issue of Debt

Inter-American Development Bank

01 August 2024

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 865

Tranche No.: 2

GBP 250,000,000 4.000 percent Notes due December 17, 2029 (the "Notes") as from July 31, 2024 to be consolidated and form a single series with the Bank's GBP 400,000,000 4.000 percent Notes due December 17, 2029, issued on March 6, 2023 (the Series 865 Tranche 1 Notes")

Issue Price: 99.068 percent plus 227 days' accrued interest

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

Scotiabank

J.P. Morgan Securities plc

The date of this Pricing Supplement is July 26, 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), these are the only terms that form part of the form of Notes for such issue. 

	1.	Series No.:	865
		Tranche No.:	2
	2.	Aggregate Principal Amount:	GBP 250,000,000 As from the Issue Date, the Notes will be consolidated and form a single series with the Series 865 Tranche 1 Notes.
	3.	Issue Price:	GBP 253,872,500, which amount represents the sum of (a) 99.068 percent of the Aggregate Principal Amount plus (b) the amount of GBP 6,202,500 representing 227 days' accrued interest.
	4.	Issue Date:	July 31, 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):	December 17, 2029
	12.	Interest Basis (Condition 5):	Fixed Interest Rate (Condition 5(I))
	13.	Interest Commencement Date (Condition 5(III)):	December 17, 2023
	14.	Fixed Interest Rate (Condition 5(I)): (a)        Interest Rate:	4.000 percent per annum
		(b)        Fixed Rate Interest Payment Date(s):	Annually in arrear on December 17 in each year, commencing on December 17, 2024, 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 Regulated 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:	J.P. Morgan Securities plc The Bank of Nova Scotia, London Branch
5.		Commissions and Concessions:	0.0216% 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:	259403499
		(b)        ISIN:	XS2594034998
		(c)        CUSIP:	ZL2667265
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., 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:	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)       Canada:	Each of the Managers represents, warrants and agrees that it has not offered, sold or distributed and will not offer, sell or distribute any Notes, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with applicable securities laws and, without limiting the generality of the foregoing: (a) any offer, sale or distribution of the Notes in Canada has and will be made only to purchasers that are (i) "accredited investors" (as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario)) and "permitted clients" (as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations), (ii) purchasing as principal, or are deemed to be purchasing as principal in accordance with applicable Canadian securities laws, and (iii) not a person created or used solely to purchase or hold the Notes as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106; (b) it is either (i) appropriately registered under applicable Canadian securities laws in each relevant province or territory to sell and deliver the Notes, (ii) such sale and delivery will be made through an affiliate of it that is so registered if the affiliate is registered in a category that permits such sale and has agreed to make such sale and delivery in compliance with the representations, warranties and agreements set out herein, or (iii) it is relying on an exemption from the dealer registration requirements under applicable Canadian securities laws and has complied with the requirements of that exemption and (c) it has not and will not distribute or deliver the Prospectus, or any other offering material in connection with any offering of the Notes, in or to a resident of Canada other than in compliance with applicable Canadian securities laws.
		(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, 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.         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 IDB, 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 IDB aligns to at least one of the United Nations Sustainable Development Goals (SDGs), with all goals covered within the IDB institutional strategy, which may be adapted from time to time should the United Nations SDGs definition evolve.

            All projects undertaken by the IDB 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. IDB's administrative and operating expenses are currently covered entirely by IDB's various sources of revenue, consisting primarily of net interest margin and investment income (as more fully described in the Information Statement).

2.         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 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. 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.

            For the purposes of this provision, (i) the expression "UK manufacturers" means J.P. Morgan Securities plc and The Bank of Nova Scotia, London Branch, (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

 

END