Issue of Debt

Inter-American Development Bank

29 October 2024

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 944

HKD 840,000,000 3.25 percent Notes due October 25, 2029 (the "Notes")

Issue Price: 100.000 percent

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

HSBC

The date of this Pricing Supplement is October 22, 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.:	944
2.	Aggregate Principal Amount:	HKD 840,000,000
3.	Issue Price:	HKD 840,000,000.00, which is 100.00 percent of the Aggregate Principal Amount
4.	Issue Date:	October 25, 2024
5.	Form of Notes (Condition 1(a)):	Bearer only. The Notes will initially be represented by a temporary global note in bearer form (the "Temporary Bearer Global Note").  Interests in the Temporary Bearer Global Note will, not earlier than the Exchange Date, be exchangeable for interests in a permanent global note in bearer form (the "Permanent Bearer Global Note").  Interests in the Permanent Bearer Global Note will be exchangeable for definitive Notes in bearer form ("Definitive Bearer Notes"), in the following circumstances: (i) if the Permanent Bearer Global Note is held on behalf of a clearing system and such clearing system is closed for business for a continuous period of fourteen (14) days (other than by reason of holidays, statutory or otherwise) or announces its intention to permanently cease business or does in fact do so, by any such holder giving written notice to the Global Agent; and (ii) at the option of any such holder upon not less than sixty (60) days' written notice to the Bank and the Global Agent from Euroclear and Clearstream, Luxembourg on behalf of such holder; provided, that no such exchanges will be made by the Global Agent, and no Noteholder may require such an exchange, during a period of fifteen (15) days ending on the due date for any payment of principal on the Notes.
6.	New Global Note:	No
7.	Authorized Denomination(s) (Condition 1(b)):	HKD 1,000,000.00
8.	Specified Currency (Condition 1(d)):	Hong Kong Dollar ("HKD")
9.	Specified Principal Payment Currency (Conditions 1(d) and 7(h)):	HKD
10.	Specified Interest Payment Currency (Conditions 1(d) and 7(h)):	HKD
11.	Maturity Date (Condition 6(a); Fixed Interest Rate and Zero Coupon):	October 25, 2029 The Maturity Date is subject to adjustment in accordance with the Business Day Convention.
12.	Interest Basis (Condition 5):	Fixed Interest Rate (Condition 5(I))
13.	Interest Commencement Date (Condition 5(III)):	Issue Date (October 25, 2024)
14.	Fixed Interest Rate (Condition 5(I)):
	(a)  Interest Rate:	3.25 percent per annum
	(b)  Fixed Rate Interest Payment Date(s):	Annually in arrear on October 25 in each year, commencing on October 25, 2025, up to and including the Maturity Date. The Fixed Rate Interest Payment Date is subject to adjustment in accordance with the Business Day Convention.
	(c)  Business Day Convention:	Modified Following Business Day Convention
	(d) Fixed Rate Day Count Fraction(s):	Actual/365 (Fixed)
15.	Relevant Financial Center:	Hong Kong, New York and London
16.	Relevant Business Days:	Hong Kong, New York and London
17.	Issuer's Optional Redemption (Condition 6(e)):	No
18.	Redemption at the Option of the Noteholders (Condition 6(f)):	No
19.	Early Redemption Amount (including accrued interest, if applicable) (Condition 9):	In the event the Notes become due and payable as provided in Condition 9 (Default), the Early Redemption Amount with respect to each Authorized Denomination will be HKD 1,000,000.00 plus accrued and unpaid interest, if any, as determined in accordance with "14. Fixed Interest Rate (Condition 5(I))".
20.	Governing Law:	New York
Other Relevant Terms
1.	Listing:	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:	292051239
	(b)  ISIN:	XS2920512394
7.	Identity of Dealer:	HSBC Bank PLC
8.	Provisions for Bearer Notes:
	(a)  Exchange Date:	Not earlier than November 25, 2024, which is the date that is 40 (forty) days after the Issue Date.
	(b)  Permanent Global Note:	Yes
	(c)  Definitive Bearer Notes:	No, except in the limited circumstances described under "Form of Notes" herein and in the Prospectus
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. Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to U.S. persons, except in certain circumstances permitted by U.S. tax regulations.
		(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)        Hong Kong: The Dealer has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and The Dealer has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.
		(d)       Japan: The Dealer represents that it is purchasing the Notes as principal and has agreed that in connection with the initial offering of Notes, it has not offered or sold and will not directly or indirectly offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (including any Japanese corporation or any other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (except in compliance with the Financial Instruments and Exchange Law of Japan (Law no. 25 of 1948, as amended) and all other applicable laws and regulations of Japan), and furthermore undertakes that any securities dealer to whom it sells any Notes will agree that it is purchasing the Notes as principal and that it will not offer or sell any Notes, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (except as aforesaid). (e)        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 Bank 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).
		(f)        General: No action has been or will be taken by the Bank 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 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 Notes will not be treated as issued in registered form for United States federal income tax purposes; therefore, the "Tax Matters" section in the Prospectus does not apply to the Notes.  A United States holder that acquires Notes could be subject to adverse tax consequences with respect to its ownership of the Notes and should accordingly consult its tax advisor prior to acquiring Notes.

INTER-AMERICAN DEVELOPMENT BANK

 

END