Company Announcements

Issue of Debt

Source: RNS
RNS Number : 3897C
Inter-American Development Bank
14 June 2019
 

 

 

 

PRICING SUPPLEMENT

Inter-American Development Bank

Global Debt Program

Series No.: 709

Tranche No.: 2

 

 

TRY 100,000,000 19.10 percent Notes due May 24, 2021 (the "Notes") as from

June 14, 2019 to be consolidated and form a single series with the Bank's

TRY 100,000,000 19.10 percent Notes due May 24, 2021, issued on May 24, 2019

(the "Series 709 Tranche 1 Notes")

 

 

 

Issue Price: 96.00 percent

 

 

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

 

 

 

 

J.P. Morgan Securities 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.:

Tranche No.:

709

2

2.

Aggregate Principal Amount:

TRY 100,000,000

As from the Issue Date, the Notes will be consolidated and form a single series with the Series 709 Tranche 1 Notes. 

3.

Issue Price:

TRY 97,061,000, which amount represents the sum of (a) 96.00 percent of the Aggregate Principal Amount plus (b) the amount of TRY 1,061,000 representing 20 days' accrued interest, inclusive.

4.

Issue Date:

June 14, 2019

5.

Form of Notes
(Condition 1(a)):


Registered only, as further provided in paragraph 8(c) of "Other Relevant Terms" below.

6.

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


TRY 1,000 and integral multiples thereof

7.

Specified Currency
(Condition 1(d)):


Turkish Lira ("TRY")

8.

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


TRY

9.

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

 

TRY

10.

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


May 24, 2021

 

The Maturity Date is subject to adjustment in accordance with the Modified 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)):


May 24, 2019

13.

Fixed Interest Rate (Condition 5(I)):

 

 

(a)  Interest Rate:

19.10 percent per annum

 

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

 

 

Semi-annually in arrear on May 24 and November 24 in each year, commencing on November 24, 2019 and ending on the Maturity Date.

An amount of TRY 95.50 per minimum Authorized Denomination is payable on each Fixed Rate Interest Payment Date.

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

 

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

 

30/360

14.

Relevant Financial Center:

Istanbul

15.

Relevant Business Days:

Istanbul, London and New York

16.

Redemption Amount (Condition 6(a)):

TRY 1,000 per minimum Authorized Denomination

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 minimum Authorized Denomination will be TRY 1,000 plus accrued and unpaid interest, if any, as determined in accordance with "13. Fixed Interest Rate (Condition 5(I))".

 

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.

The Dealer acknowledges that one or more tranches of Notes of this series may be originally issued at an issue price that constitutes original issue discount (OID) in excess of "de minimis" OID within the meaning of applicable United States tax regulations, and that the issuer does not intend for any Notes of this series to be distributed in the United States or to come into the hands of U.S. persons.  Accordingly, the Dealer agrees not to offer or sell any Notes of this series in the United States or to U.S. persons.

 

 

(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)        Republic of Turkey:

The Dealer has acknowledged and understands that the Notes have not been, and will not be, authorized by the Turkish Capital Markets Board ("CMB") under the provisions of Law No. 6362 of the Republic of Turkey relating to capital markets.  The Dealer has represented, warranted and agreed that neither the Prospectus nor any other material related to the offering of Notes will be utilized in connection with any offering or sale to the public within the Republic of Turkey for the purpose of the sale of the Notes (or beneficial interests therein) without the prior approval of the CMB.


In addition, the Dealer has represented, warranted and agreed that it has not sold or caused to be sold, and will not sell or cause to be sold, outside the Republic of Turkey the Notes (or beneficial interests therein) to residents of the Republic of Turkey, unless such sale is authorized pursuant to Turkish law and applicable CMB regulations.

(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:

0.0150% 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:

199811703

 

(b)  ISIN:

XS1998117037

7.

Identity of Dealer:

J.P. Morgan Securities plc

 

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 Global Agency Agreement, dated January 8, 2001, among the Bank, Citibank, N.A., as Global Agent, and the other parties thereto.

 

9.

Additional Risk Factors:

As set forth in the Additional Investment Considerations

 

 

 

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 risks associated with the Notes, including but not limited to possible 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 Bank may hedge its obligations under the Notes by entering into a swap transaction with the Dealer or one of its affiliates 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, any projected profit that our swap counterparty or its affiliates may realize in connection with this swap. Further, as a result of any 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.

 

 

 

INTER-AMERICAN DEVELOPMENT BANK

By:                                                                                         

Name:   Gustavo Alberto De Rosa

Title:     Chief Financial Officer and

             General Manager, Finance Department

                          

 

 

 

 


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