PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 756
NZD200,000,000 0.75 per cent. Notes due 3 July 2025 ("Notes")
Issue Price: 99.86784 per cent.
Commonwealth Bank of Australia (ABN 48 123 123 124)
The date of this Pricing Supplement is 1 July 2020.
No application has been made to list the Notes on any stock exchange.
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 Regulation (EU) 2017/1129). 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. These are the only terms which form part of the form of Notes for such issue.
|
1. (a) Series No.: |
756 |
|
(b) Tranche No.: |
1 |
|
2. Aggregate Principal Amount: |
NZD200,000,000 |
|
3. Issue Price: |
NZD199,735,680, which is 99.86784 per cent. of the Aggregate Principal Amount |
|
4. Issue Date: |
3 July 2020 |
|
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)): |
Outside New Zealand, NZD1,000 and integral multiples thereof Within New Zealand, NZD100,000 and integral multiples of NZD10,000 in excess thereof (subject to the selling restrictions set forth in Item 20 below and a minimum subscription of NZD750,000) |
|
7. Specified Currency (Condition 1(d)): |
New Zealand Dollars ("NZD"), being the lawful currency of New Zealand |
|
8. Specified Principal Payment Currency (Conditions 1(d) and 7(h)): |
NZD |
|
9. Specified Interest Payment Currency (Conditions 1(d) and 7(h)): |
NZD |
|
10. Maturity Date (Condition 6(a); Fixed Interest Rate and Zero Coupon): |
3 July 2025 |
|
11. Interest Basis (Condition 5): |
Fixed Interest Rate (Condition 5(I)) |
|
12. Interest Commencement Date (Condition 5(III)): |
Issue Date (3 July 2020) |
|
13. Fixed Interest Rate (Condition 5(I)): |
|
|
(a) Interest Rate:
(b) Fixed Rate Interest Payment Date(s):
(c) Fixed Rate Day Count Fraction(s): |
0.75 per cent. per annum
Semi-annually in arrear on 3 July and 3 January in each year and the Maturity Date, commencing with a coupon payment on 3 January 2021
Each 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
RBNZ Bond Basis, being one divided by the number of Fixed Rate Interest Payment Dates in a year. For amounts paid other than on and/or calculated in respect of dates other than Fixed Rate Interest Payment Dates: Actual/Actual (ICMA) |
|
14. Relevant Financial Center: |
Auckland and Wellington |
|
15. Relevant Business Day: |
Auckland and Wellington |
|
16. Issuer's Optional Redemption (Condition 6(e)): |
No |
|
17. Redemption at the Option of the Noteholders (Condition 6(f)): |
No |
|
18. Early Redemption Amount (including accrued interest, if applicable) (Condition 9): |
100 per cent. per Authorized Denomination plus accrued interest |
|
19. Governing law: |
New York |
|
20. Selling Restrictions: |
The following should be read in conjunction with the more complete description contained in Exhibit D to the Standard Provisions dated January 8, 2001, which are incorporated by reference into the Terms Agreement.
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.
|
|
|
United Kingdom:
The Dealer represents and 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.
|
|
|
New Zealand:
The Dealer agrees that no product disclosure statement or other disclosure document in respect of the Notes has been, nor will be, registered or prepared under, or for the purposes of, the New Zealand Financial Markets Conduct Act 2013 (the "FMC Act"). Accordingly, the Notes may not be offered in a manner that makes the Notes subject to a regulated offer within the meaning of that Act. Without limitation, no person may (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy, or sell or transfer the Notes, or distribute any product disclosure statement or any other advertisement or offering material relating to the Notes in New Zealand, or to any resident of New Zealand, except that the Notes may be offered, sold or transferred: (i) to "wholesale investors" as that term is defined in clauses 3(2)(a), (c) and (d) of Schedule 1 to the FMC Act, being a person who is: (aa) an "investment business"; (bb) "large"; or (cc) a "government agency", in each case as defined in Schedule 1 to the FMC Act; and (ii) to "wholesale investors" within the meaning of clause 3(3)(b)(i) of Schedule 1 to the FMC Act in circumstances where there is no contravention of the FMC Act, |
|
|
provided that Notes may not be offered, sold or transferred to any "eligible investor" (as defined in clause 41 of Schedule 1 to the FMC Act) or any person that meets the investment activity criteria specified in clause 38 of Schedule 1 to the FMC Act.
Singapore
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 financial institutions operating in Singapore and other 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).
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.
|
|
21. Amendment to Conditions: |
In Condition 7(a)(i), the definition of "Record Date" shall be amended by replacing the word "fifteenth" with the word "tenth".
Condition 7(h) shall be amended by deleting the following 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".
In Condition 7(h), the definition of "Calculation Agent" shall be deemed to mean "Computershare Investor Services Limited". |
Other Relevant Terms
|
1. Listing (if yes, specify Stock Exchange): |
Unlisted. |
|
2. Details of Clearance System Approved by the Issuer and the Global Agent and Clearance and Settlement Procedures: |
The NZClear system operated by the Reserve Bank of New Zealand ("NZClear")
Subject to the rules of the relevant clearing and settlement system, Investors may elect to hold interests in the Notes (i) directly through NZClear, (ii) indirectly through Euroclear or Clearstream, Luxembourg if they are participants in such systems, or (iii) indirectly through organizations which are participants in any of such systems. The Issuer has been advised that Euroclear and Clearstream, Luxembourg will hold interests on behalf of their participants through customers' securities accounts in their respective names on the books of their respective New Zealand sub-custodians, which in turn will hold such interests in customers' securities accounts in the names of the New Zealand sub-custodians on the books of NZClear. Participants in any of such systems should contact the relevant clearing system(s) if they have any questions in relation to clearing, settlement and cross-market transfers and/or trading. |
|
3. Syndicated: |
No |
|
4. If Syndicated: |
Not Applicable |
|
5. Commissions and Concessions: |
0.141733% of the principal amount on a yield basis (being NZD283,466), comprised of a combined management, underwriting and selling concession |
|
6. Codes: (a) Common Code:
(b) ISIN: |
219826214
NZIDBDT007C6
|
|
7. Identity of Dealer: |
Commonwealth Bank of Australia (ABN 48 123 123 124)
|
|
8. Provisions for Registered Notes:
(a) Individual Definitive Registered Notes Available on Issue Date:
(b) DTC Global Note(s):
(c) Other Registered Global Notes: |
No
No
Yes, one
|
|
9. Agent for Notes: |
The Paying Agent, Registrar, Transfer Agent, Custodian and Calculation Agent for the Notes
Computershare Investor Services Limited Level 2, 159 Hurstmere Road Takapuna, Auckland 0622 New Zealand |
|
10. Additional Risk Factors: |
There are various risks associated with the Notes including, but not limited to, exchange rate risk, price risk and liquidity risk. Investors should consult with their own financial, legal and accounting advisors about the risks associated with an investment in these Notes, the appropriate tools to analyze that investment, and the suitability of that investment in each investor's particular circumstances. Holders of the Notes should also consult with their professional tax advisors regarding tax laws applicable to them. |
General Information
New Zealand Withholding Tax Considerations
The following is a summary of the New Zealand withholding tax treatment at the date of this Pricing Supplement of payments of principal and interest on Notes. This summary addresses the New Zealand withholding tax treatment of payments of principal and interest to holders of Notes. It does not address all New Zealand tax issues (including income tax issues) which may be relevant to holders of Notes.
Prospective holders of a Note (including prospective holders of a beneficial interest in a Note) should seek independent advice on the New Zealand tax implications applicable to them.
To the extent that a beneficial interest in a Note is held by an RWT Holder, payments of principal and/or interest by the Issuer should not be subject to New Zealand resident withholding tax, provided that:
(1) the Issuer (and any other related entity through which the payments of principal and/or interest are made) continues not to be a resident in New Zealand for New Zealand income tax purposes, and does not carry on a taxable activity in New Zealand through a fixed establishment in New Zealand; and
(2) if Computershare Investor Services Limited (or any other third party) receives principal and/or interest payments on behalf of or as agent of the holder of that beneficial interest, prior to the payment being made the holder has provided Computershare Investor Services Limited (or the other third party) with valid evidence of its RWT-exempt status in respect of New Zealand resident withholding tax, and that status remains valid at the time the payment is made, or Computershare Investor Services Limited (or the other third party) has otherwise established that holder's RWT-exempt status and that that status remains valid at the time the payment is made.
To the extent that a beneficial interest in a Note is held by a person who is not an RWT Holder, payments of principal and/or interest on that Note by the Issuer should not be subject to New Zealand withholding tax.
Important Definition: For the purposes of these New Zealand withholding tax considerations, an "RWT Holder" is a person who:
(1) is resident in New Zealand for New Zealand income tax purposes; or
(2) is carrying on business in New Zealand through a fixed establishment in New Zealand and either:
(a) is a registered bank (as defined in section 2 of the Reserve Bank of New Zealand Act 1989); or
(b) holds the Notes for the purposes of that fixed establishment.
New Zealand Register
The Register will be maintained pursuant to the Registry Services Agreement entered into with Computershare Investor Services Limited as Registrar for the Notes of this Series.
INTER-AMERICAN DEVELOPMENT BANK
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 rns@lseg.com or visit www.rns.com.
