PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 889
USD 30,000,000 Multi Callable Zero Coupon Notes due November 16, 2043 (the "Notes")
Issue Price: 100.00 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 Regulated Market
J.P. Morgan Securities plc
The date of this Pricing Supplement is November 13, 2023
The Series 889 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.
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.: |
889 |
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2. |
Aggregate Principal Amount: |
USD 30,000,000 |
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3. |
Issue Price: |
USD 30,000,000, which is 100.00 percent of the Aggregate Principal Amount
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4. |
Issue Date: |
November 16, 2023 |
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5. |
Form of Notes |
Registered only, as further provided in paragraph 8 of "Other Relevant Terms" below.
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6. |
New Global Note: |
No |
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7. |
Authorized Denomination(s) |
USD 1,000,000 and integral multiples thereof.
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8. |
Specified Currency |
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9. |
Specified Principal Payment Currency |
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10. |
Specified Interest Payment Currency |
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11. |
Maturity Date |
November 16, 2043
The Maturity Date is subject to the Business Day Convention, but with no adjustment to the amount of interest otherwise calculated.
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12. |
Interest Basis |
Zero Coupon (Condition 5(IV))
The Notes constitute "Par Zero Coupon Notes" under the Conditions.
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13. |
Zero Coupon (Conditions 5(IV) and 6(c)): |
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(a) Amortization Yield: |
5.950 percent per annum
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(b) Reference Price: |
Issue Price
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(c) Basis: |
Compounded annually
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14. |
Relevant Financial Center: |
London, New York
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15. |
Relevant Business Days: |
London, New York
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16. |
Redemption Amount (Condition 6(a)): |
Unless previously redeemed or purchased and cancelled as specified in the Terms and Conditions, the Notes will be redeemed by the Bank by payment of the Redemption Amount on the Maturity Date. The Redemption Amount will be USD 95,310,440.26, being 317.701 percent of the Aggregate Principal Amount, subject to Item 17 (Issuer's Optional Redemption) below.
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17. |
Issuer's Optional Redemption (Condition 6(e)): |
Yes, in whole but not in part |
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(a) Notice Period: |
No less than five (5) Relevant Business Days prior to the Optional Redemption Date |
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(b) Amount: |
100.00 percent per Authorized Denomination
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(c) Date(s): |
November 16 in each year, commencing on November 16, 2029, up to and including November 16, 2042.
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(d) Early Redemption Amount Bank: |
November 16, 2029 |
USD 42,435,275.01 which is 141.4509167 percent of the Aggregate Principal Amount
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November 16, 2030 |
USD 44,960,173.87 which is 149.86724623333 percent of the Aggregate Principal Amount
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November 16, 2031 |
USD 47,635,304.21 which is 158.7843474 percent of the Aggregate Principal Amount
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November 16, 2032 |
USD 50,469,604.81 which is 168.2320160 percent of the Aggregate Principal Amount
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November 16, 2033 |
USD 53,472,546.30 which is 178.2418210 percent of the Aggregate Principal Amount
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November 16, 2034 |
USD 56,654,162.80 which is 188.84720933 percent of the Aggregate Principal Amount
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November 16, 2035 |
USD 60,025,085.49 which is 200.0836183 percent of the Aggregate Principal Amount
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November 16, 2036 |
USD 63,596,578.08 which is 211.9885936 percent of the Aggregate Principal Amount
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November 16, 2037 |
USD 67,380,574.47 which is 224.6019149 percent of the Aggregate Principal Amount
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November 16, 2038 |
USD 71,389,718.66 which is 237.9657289 percent of the Aggregate Principal Amount
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November 16, 2039 |
USD 75,637,406.92 which is 252.1246897 percent of the Aggregate Principal Amount
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November 16, 2040 |
USD 80,137,832.63 which is 267.1261088percent of the Aggregate Principal Amount
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November 16, 2041 |
USD 84,906,033.67 which is 283.0201122percent of the Aggregate Principal Amount
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November 16, 2042 |
USD 89,957,942.67 which is 299.8598089percent of the Aggregate Principal Amount
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18. |
Redemption at the Option of the Noteholders (Condition 6(f)): |
No |
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19. |
Early Redemption Amount (including accrued interest, if applicable) (Condition 9): |
In the event of any Note becoming due and payable prior to the Maturity Date in accordance with Condition 9 (but, for the avoidance of doubt, not Condition 6(e)), the Early Redemption Amount will be an amount equal to the Amortized Face Amount of such Note (calculated in accordance with Condition 6(c)).
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20. |
Governing Law: |
New York |
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Other Relevant Terms |
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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.
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2. |
Details of Clearance System Approved by the Bank and the |
Euroclear Bank SA/NV and/or Clearstream Banking, Luxembourg
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3. |
Syndicated: |
No |
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4. |
Commissions and Concessions: |
None. 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.
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5. |
Estimated Total Expenses: |
The Dealer has 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.
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6. |
Codes: |
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(a) ISIN: |
XS2717265388 |
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(b) CUSIP: |
ZH9718300 |
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(c) Common Code: |
271726538 |
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7. |
Identity of Dealer: |
J.P. Morgan Securities plc |
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8. |
Provisions for Registered Notes: |
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(a) Individual Definitive Registered Notes Available on Issue Date: |
No |
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(b) DTC Global Note(s): |
No |
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(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.
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9. |
Intended to be held in a manner which would allow Eurosystem eligibility: |
Not Applicable |
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10. |
Selling Restrictions: (a) United States:
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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 Dealer have agreed that the Series 889 Notes will not be offered, sold or distributed by the Dealer, 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.
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(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.
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(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). |
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(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, 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. |
INTER-AMERICAN DEVELOPMENT BANK