Information  X 
Enter a valid email address

Inter-American Dev (42BI)

  Print      Mail a friend

Wednesday 19 June, 2019

Inter-American Dev

Issue of Debt

RNS Number : 8153C
Inter-American Development Bank
19 June 2019
 

 

 

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No: 713

 

 

BRL 39,910,000 4.72 percent Notes due June 15, 2022 (the "Notes")

Payable in Japanese Yen

 

 

Issue Price: 99.980 percent

 

 

 

 

 

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

 

 

 

 

 

Nomura International plc

 

 

 

 

 

 

 

The date of this Pricing Supplement is June 11, 2019

 

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 January 8, 2001 (the "Prospectus") (which for the avoidance of doubt does not constitute a prospectus for the purposes of Part VI of the United Kingdom Financial Services and Markets Act 2000 or a base prospectus for the purposes of Directive 2003/71/EC of the European Parliament and of the Council).  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 product governance / Retail investors, professional investors and ECPs target market - See "General Information-Additional Information regarding the Notes-Matters relating to MiFID II" 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.  These are the only terms which form part of the form of Notes for such issue.

1.

Series No.:

713

2.

Aggregate Principal Amount:

BRL 39,910,000

3.

Issue Price:

BRL 39,902,018, which is 99.980 percent of the Aggregate Principal Amount

The Issue Price will be payable in JPY in the amount of JPY 1,112,468,262 at the agreed rate of JPY 27.88 per one BRL.

4.

Issue Date:

June 19, 2019

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.

Authorized Denomination(s)
(Condition 1(b)):

BRL 10,000

7.

Specified Currency
(Condition 1(d)):

Brazilian Real ("BRL") (the lawful currency of the Federative Republic of Brazil); provided that all payments in respect of the Notes will be made in Japanese Yen ("JPY")

8.

Specified Principal Payment Currency
(Conditions 1(d) and 7(h)):

JPY

9.

Specified Interest Payment Currency
(Conditions 1(d) and 7(h)):

JPY

10.

Maturity Date
(Condition 6(a); Fixed Interest Rate):

June 15, 2022

The Maturity Date is subject to adjustment in accordance with the Following Business Day Convention with no adjustment to the amount of interest otherwise calculated.

11.

Interest Basis
(Condition 5):

Fixed Interest Rate (Condition 5(I))

12.

Interest Commencement Date
(Condition 5(III)):

Issue Date (June 19, 2019)

13.

Fixed Interest Rate (Condition 5(I)):

 

 

(a)  Interest Rate:

4.72 percent per annum

 

(b)  Fixed Rate Interest Payment Date(s):

 

Semi-annually on June 15 and December 15 in each year, commencing on December 15, 2019 and ending on the Maturity Date.

There will be a short first Interest Period from and including the Issue Date to but excluding December 15, 2019.

Each Fixed Rate Interest Payment Date is subject to adjustment in accordance with the Following Business Day Convention with no adjustment to the amount of interest otherwise calculated.

Calculation of Interest Amount

As soon as practicable and in accordance with the procedures specified herein, the Calculation Agent (as defined below) will determine the Reference Rate (as defined below) and calculate the amount of interest payable (the "Interest Amount") with respect to each Authorized Denomination for the relevant Interest Period.

The Interest Amount with respect to the Interest Period from and including the Interest Commencement Date to but excluding December 15, 2019, shall be a JPY amount calculated on the relevant Rate Fixing Date (as defined below) as follows:

BRL 230.76 multiplied by the Reference Rate

(rounding down, if necessary, the entire resulting figure to the nearest lower whole JPY).

The Interest Amount with respect to each subsequent Interest Period shall be a JPY amount calculated on the relevant Rate Fixing Date (as defined below) as follows:

BRL 236.00 multiplied by the Reference Rate

(rounding down, if necessary, the entire resulting figure to the nearest lower whole JPY).

Where:

"Business Day" means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in London, New York City, São Paulo and Tokyo.

"Calculation Agent" means The Toronto-Dominion Bank. All determinations of the Calculation Agent shall (in the absence of manifest error) be final and binding on all parties (including, but not limited to, the Bank and the Noteholders) and shall be made in its sole discretion in good faith and in a commercially reasonable manner in accordance with a calculation agent agreement between the Bank and the Calculation Agent.

"EMTA" means EMTA, Inc., the trade association for the Emerging Markets, or any successor.

"EMTA BRL Exchange Rate Divergence Procedures" means the "EMTA BRL Exchange Rate Divergence Procedures" published by EMTA on 22 January, 2018 (as amended from time to time).

"Exchange Rate Divergence" means, with respect to the USD/BRL PTAX Rate, and upon notice to the EMTA membership, that, in the reasonable and independent judgement, as notified to EMTA in accordance with the EMTA BRL Exchange Rate Divergence Procedures, of not less than 7 unaffiliated EMTA members that are recognized market makers active in the USD/BRL foreign exchange market (no less than 4 of which shall be active participants in the onshore USD/BRL spot market), the USD/BRL PTAX Rate (following a split of the exchange rates in Brazil or otherwise) no longer reflects the then-prevailing USD/BRL spot rate for standard-size wholesale financial transactions involving the exchange of BRL for USD delivered outside of Brazil.

"PTAX Rate" means, with respect to a Rate Fixing Date, the JPY/BRL foreign exchange rate, expressed as the amount of BRL per one JPY as reported by Banco Central do Brasil (www.bcb.gov.br; see "Cotações e boletins"), or any succeeding rate source, and as published on Reuters Screen "BRLJPYPTAX=CBBR" Page (or such other page or services as may replace that page to be used for the purpose of obtaining the offered rate for the JPY/BRL exchange rate), provided that in the event of any inconsistency between the rate on Banco Central do Brasil's website and the rate on Reuters Page, the rate on Banco Central do Brasil's website shall prevail.

"Rate Fixing Date" means the day that is 10 Business Days prior to the relevant Fixed Rate Interest Payment Date (including the Maturity Date), provided that such day shall not be subject to adjustment (i) pursuant to any Business Day Convention or (ii) even if there is an Unscheduled Holiday between the Rate Fixing Date and the relevant date of payment.

"Reference Rate" means, with respect to a Rate Fixing Date, the reciprocal number of the ask side of the PTAX Rate at approximately 1:15 p.m. São Paulo time, expressed as the amount of JPY per one BRL (rounded to the nearest two decimal places with 0.005 being rounded upwards) on such Rate Fixing Date.

If, for the relevant Rate Fixing Date, an Exchange Rate Divergence has occurred, the Reference Rate will be determined by the Calculation Agent on such Rate Fixing Date in the following manner, acting in good faith and in a commercially reasonable manner, having taken into account relevant market practice:

 

Dividing the USD/JPY Bid Rate by the USD/BRL Reference Rate (rounded to the nearest two decimal places with 0.005 being rounded upwards);

If, for the relevant Rate Fixing Date, an Exchange Rate Divergence has not occurred and the PTAX Rate is not available, the Reference Rate will be determined by the Calculation Agent on such Rate Fixing Date in the following manner, acting in good faith and in a commercially reasonable manner, having taken into account relevant market practice:

Dividing the USD/JPY Bid Rate by the USD/BRL PTAX Rate (rounded to the nearest two decimal places with 0.005 being rounded upwards). If in this instance, the USD/BRL PTAX Rate is also unavailable then it shall be replaced by the USD/BRL Reference Rate.

 "São Paulo Business Day" means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in São Paulo.

"Unscheduled Holiday" means a day that is not a São Paulo Business Day and the market was not aware of such fact (by means of a public announcement or by reference to other publicly available information) until a time later than 9:00 a.m. local time in São Paulo, two São Paulo Business Days prior to the relevant Rate Fixing Date.

"USD" means the lawful currency of the United States of America.

 "USD/BRL PTAX Rate" means the spot rate which is the USD/BRL offered rate, expressed as the amount of BRL per one USD, as reported by Banco Central do Brasil (www.bcb.gov.br; see "Cotações e boletins"), or any succeeding rate source on the relevant Rate Fixing Date and as published on Reuters Screen "BRFR" Page (or such other page or services as may replace that page to be used for the purpose of obtaining the offered rate for the USD/BRL exchange rate), provided that in the event of any inconsistency between the rate on Banco Central do Brasil's website and the rate on Reuters Page, the rate on Banco Central do Brasil's website shall prevail.

"USD/BRL Reference Rate" means the spot rate which is the USD/BRL offered rate, expressed as the amount of BRL per one USD, determined by the Calculation Agent for the relevant Rate Fixing Date by requesting five leading reference banks (selected by the Calculation Agent at its sole discretion) in the U.S. interbank market for their ask market quotations of the USD/BRL spot exchange rate at approximately 4:00 p.m. New York time on such date. The highest and the lowest of such quotations will be disregarded and the arithmetic mean of the remaining three quotations will be the USD/BRL Reference Rate, provided that, if two or more such quotations are the highest quotations, then only one of such highest quotations shall be disregarded, and if two or more such quotations are the lowest quotations then only one of such lowest quotations shall be disregarded; provided that:

(a)   if only four quotations are so provided, then the USD/BRL Reference Rate shall be the arithmetic mean of such quotations without regard to the highest and lowest values quoted, provided that, if two or more such quotations are the highest quotations, then only one of such highest quotations shall be disregarded, and if two or more such quotations are the lowest quotations then only one of such lowest quotations shall be disregarded;

(b)   if fewer than four quotations but at least two quotations can be obtained, then the USD/BRL Reference Rate shall be the arithmetic mean of the quotations actually obtained by the Calculation Agent;

(c)   if only one quotation is available, in that event, the Calculation Agent may determine that such quotation shall be the USD/BRL Reference Rate; and

(d)  if no such quotation is available or if the Calculation Agent determines in its sole discretion that no suitable reference bank who is prepared to quote is available, the USD/BRL Reference Rate shall be determined by the Calculation Agent in good faith and in a commercially reasonable manner.

Provided further that, if the Rate Fixing Date falls on an Unscheduled Holiday, the USD/BRL Reference Rate will be determined by the Calculation Agent on such Rate Fixing Date in its sole discretion, acting in good faith and in a commercially reasonable manner.

"USD/JPY Bid Rate" means the USD/JPY exchange rate, expressed as the amount of JPY per one USD as of 4:00 p.m. New York time on the relevant Rate Fixing Date, which appears under the "Bid" column on Bloomberg Screen "BFIX (USD/JPY Fixings)" Page (or such other page or services as may replace that page to be used for the purpose of obtaining the bid rate for the USD/JPY exchange rate).

If the USD/JPY Bid Rate is not available on the relevant Rate Fixing Date, the Calculation Agent will request five leading reference banks (selected by the Calculation Agent at its sole discretion) in the U.S. interbank market for their bid market quotations of the USD/JPY spot exchange rate at approximately 4:00 p.m. New York time on such date. The highest and the lowest of such quotations will be disregarded and the arithmetic mean of the remaining three quotations will be the USD/JPY Bid Rate, provided that, if two or more such quotations are the highest quotations, then only one of such highest quotations shall be disregarded, and if two or more such quotations are the lowest quotations then only one of such lowest quotations shall be disregarded; provided that:

(a)   if only four quotations are so provided, then the USD/JPY Bid Rate shall be the arithmetic mean of such quotations without regard to the highest and lowest values quoted, provided that, if two or more such quotations are the highest quotations, then only one of such highest quotations shall be disregarded, and if two or more such quotations are the lowest quotations then only one of such lowest quotations shall be disregarded;

(b)   if fewer than four quotations but at least two quotations can be obtained, then the USD/JPY Bid Rate shall be the arithmetic mean of the quotations actually obtained by the Calculation Agent; and

(c)   if only one quotation is available, in that event, the Calculation Agent may determine that such quotation shall be the USD/JPY Bid Rate, and if no such quotation is available or if the Calculation Agent determines in its sole discretion that no suitable reference bank who is prepared to quote is available, the USD/JPY Bid Rate shall be determined by the Calculation Agent in good faith and in a commercially reasonable manner.

 

(c)  Fixed Rate Day Count Fraction(s):

30/360

14.

Relevant Financial Center:

London, New York, São Paulo and Tokyo

15.

Relevant Business Days:

London, New York, São Paulo and Tokyo

16.

Redemption Amount (Condition 6(a)):

The Redemption Amount with respect to each Authorized Denomination will be a JPY amount calculated by the Calculation Agent on the Rate Fixing Date with respect to the Maturity Date as follows:

BRL 10,000 multiplied by the Reference Rate

(rounding down, if necessary, the entire resulting figure to the nearest lower whole JPY).

 

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 a JPY amount equal to the Redemption Amount that is determined in accordance with "16. Redemption Amount (Condition 6(a))" plus accrued and unpaid interest, if any, as determined in accordance with "13. Fixed Interest Rate (Condition 5(I))"; provided, that for purposes of such determination, the "Rate Fixing Date" shall be the date fixed by the Calculation Agent.

20.

Governing Law:

New York

21.

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 agrees that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.

 

 

(c)        Federative Republic of Brazil:

The Dealer has represented and agreed that it has not offered or sold and will not offer or sell any Notes in Brazil. The Notes have not been and will not be registered with the Brazilian Securities and Exchange Commission (Commissão de Valores Mobililiarios, the "CVM").

 

 

(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)        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.

22.

Amendment to Condition 7(a)(i):

Condition 7(a)(i) is hereby amended by deleting the first sentence thereof and replacing it with the following: "Payments of principal and interest in respect of Registered Notes shall be made to the person shown on the Register at the close of business on the business day before the due date for payment thereof (the "Record Date")."

23.

Amendment to Condition 7(h):

The following shall apply to Notes any payments in respect of which are payable in a Specified Currency other than United States Dollars:

Condition 7(h) is hereby amended by deleting the words "the noon buying rate in U.S. dollars in the City of New York for cable transfers for such Specified Currency as published by the Federal Reserve Bank of New York on the second Business Day prior to such payment or, if such rate is not available on such second Business Day, on the basis of the rate most recently available prior to such second Business Day" and replacing them with the words "a U.S. dollar/Specified Currency exchange rate determined by the Calculation Agent as of the second Business Day prior to such payment, or, if the Calculation Agent determines that no such exchange rate is available as of such second Business Day, on the basis of the exchange rate most recently available prior to such second Business Day. In making such determinations, the Calculation Agent shall act in good faith and in a commercially reasonable manner having taken into account all available information that it shall deem relevant".

 

If applicable and so appointed, and unless otherwise defined herein, the "Calculation Agent" referred to in amended Condition 7(h) shall be the Global Agent under the Bank's Global Debt Program - namely, Citibank, N.A., London Branch, or its duly authorized successor.

 

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, Luxembourg

3.

Syndicated:

No

4.

Commissions and Concessions:

1.80 percent of the Aggregate Principal Amount

5.

Estimated Total Expenses:

None. The Dealer has agreed to pay for all material expenses related to the issuance of the Notes.

6.

Codes:

 

 

(a)  Common Code:

199097776

 

(b)  ISIN:

XS1990977768

7.

Identity of Dealer:

Nomura International plc

 

8.

Provisions for Bearer Notes:

 

 

(a)  Exchange Date:

Not earlier than July 29, 2019, 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 

 

(d) Individual Definitive Registered Notes:

No

 

(e)  Registered Global Notes:

No

 

 

 

 

 

 

General Information

Additional Information regarding the Notes

1.         Matters relating to MiFID II

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

MiFID II product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the 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. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the 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 manufacturer's target market assessment) and determining appropriate distribution channels.

 

For the purposes of this provision, the expression MiFID II means Directive 2014/65/EU, as amended.

2.         Additional Investment Considerations: 

            There are significant risks associated with the Notes, including but not limited to exchange rate risk, price risk and liquidity risk.  Investors should consult their own financial, legal, accounting and tax advisors about the risks associated with an investment in these Notes, the appropriate tools to analyze that investment, and the suitability of the investment in each investor's particular circumstances. 

           

            The methodologies for determining the Japanese Yen-Brazilian Real foreign exchange rate may result in a Redemption Amount or the Early Redemption Amount (if applicable) of the Notes, or an interest payment on the Notes, being significantly less than anticipated.

 

            The Bank may hedge its obligations under the Notes by entering into a swap transaction with the Dealer, one of its affiliates or other parties as swap counterparty. Assuming no change in market conditions or any other relevant factors, the price, if any, at which the Dealer or another purchaser might be willing to purchase Notes in a secondary market transaction is expected to be lower, and could be substantially lower, than the original issue price of the Notes. This is due to a number of factors, including that (i) the potential profit to the secondary market purchaser of the Notes may be incorporated into any offered price and (ii) the cost of funding used to value the Notes in the secondary market is expected to be higher than our actual cost of funding incurred in connection with the issuance of the Notes. In addition, the original issue price of the Notes included, and secondary market prices are likely to exclude, the projected profit that our swap counterparty or its affiliates may realize in connection with this swap. Further, as a result of dealer discounts, mark-ups or other transaction costs, any of which may be significant, the original issue price may differ from values determined by pricing models used by our swap counterparty or other potential purchasers of the Notes in secondary market transactions.

 

            The Notes offered by this Pricing Supplement are complex financial instruments and may not be suitable for certain investors. Investors intending to purchase the Notes should consult with their tax and financial advisors to ensure that the intended purchase meets the investment objective before making such purchase.

 

 

 

INTER-AMERICAN DEVELOPMENT BANK

By:                                                                                         

Name:   Gustavo Alberto De Rosa

Title:     Chief Financial Officer and

             General Manager, Finance

             Department

                          

            

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
IODUKANRKSANAAR

a d v e r t i s e m e n t