PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No.: 731
MXN 444,000,000 Zero Coupon Notes due November 27, 2026 (the "Notes")
Issue Price: 66.90 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 November 22, 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 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.
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1. |
Series No.: |
731 |
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2. |
Aggregate Principal Amount: |
MXN 444,000,000 |
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3. |
Issue Price: |
MXN 297,036,000, which is 66.90 percent of the Aggregate Principal Amount. |
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4. |
Issue Date: |
November 27, 2019 |
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5. |
Form of Notes |
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. |
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6. |
Authorized Denomination(s) |
MXN 10,000 |
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7. |
Specified Currency |
Mexican Pesos ("MXN") |
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8. |
Specified Principal Payment Currency |
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9. |
Specified Interest Payment Currency |
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10. |
Maturity Date |
November 27, 2026 The Maturity Date is subject to adjustment in accordance with the Modified Following Business Day Convention, with no additional interest payable. |
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11. |
Interest Basis |
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12. |
Zero Coupon (a) Amortization Yield: |
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(b) Reference Price: |
Issue Price, which is MXN 6,690 per Authorized Denomination |
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(c) Basis: |
Compounded annually |
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(d) Fixed Rate Day Count Fraction(s) if not 30/360 basis: |
30/360
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13. |
Relevant Financial Center: |
Mexico City |
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14. |
Relevant Business Days: |
Tokyo, New York, London and Mexico City |
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15. |
Redemption Amount (Condition 6(a)): |
MXN 10,000 per Authorized Denomination |
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16. |
Issuer's Optional Redemption (Condition 6(e)): |
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17. |
Redemption at the Option of the Noteholders (Condition 6(f)): |
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Early Redemption Amount (including accrued interest, if applicable) (Condition 9): |
In the event the Notes become due and payable as provided in Condition 9, 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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19. |
Governing Law: |
New York |
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20. |
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.
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(b) 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.
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(c) Mexico: |
The Dealer has agreed that it will not offer the Notes publicly in Mexico and will not distribute any offering materials in Mexico. The Notes have not been and will not be registered with the National Registry of Securities and may not be publicly offered in Mexico.
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(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).
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(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.
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22. |
Amendment to Condition 7(a)(i): |
The following shall apply to Registered Notes.
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")."
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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.
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Other Relevant Terms |
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1. |
Listing: |
None |
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Details of Clearance System Approved by the Bank and the |
Euroclear Bank SA/NV and/or Clearstream S.A.
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3. |
Syndicated: |
No |
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Commissions and Concessions: |
0.045 percent of the Aggregate Principal Amount |
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Estimated Total Expenses: |
None. The Dealer has agreed to pay for all material expenses related to the issuance of the Notes.
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6. |
Codes: |
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(a) Common Code(b) ISIN: |
206901837
XS2069018377 |
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Identity of Dealer: |
J.P. Morgan Securities plc |
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8. |
Provisions for Bearer Notes: |
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(a) Exchange Date: |
Not earlier than January 6, 2020, which is the date that is 40 (forty) days after the Issue Date.
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(b) Permanent Global Note: |
Yes |
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(c) Definitive Bearer Notes: |
No, except in the limited circumstances described under "Form of Notes" herein and in the Prospectus |
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(d) Individual Definitive Registered Notes: |
No |
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(e) Registered Global Notes: |
No |
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General Information
Additional Information regarding the Notes
1. The language set out under the heading "Use of Proceeds" in the Prospectus shall be deleted in its entirety and replaced by the following:
"The net proceeds from the sale of the Notes will be included in the ordinary capital resources of the Bank and, will not be committed or earmarked for lending to, or financing of, any specific loans, projects or programs. The Bank, in partnership with its member countries, works to reduce poverty and inequalities in Latin America and the Caribbean by promoting economic and social development in a sustainable, climate friendly way.
The Bank's strategic priorities include social inclusion and equality, productivity and innovation and economic integration along with three cross-cutting issues: gender equality and diversity, climate change and environmental sustainability, and institutional capacity and the rule of law. Each strategic priority of the Bank aligns to at least one of the United Nations Sustainable Development Goals ("SDGs"), with all goals covered within the Bank's institutional strategy, which may be adapted from time to time should the United Nations SDGs definition evolve.
All projects undertaken by the Bank go through the Bank's rigorous sustainability framework. The framework tracks measurable results, adherence to lending targets and the effectiveness of its environmental and social safeguards. The Bank's administrative and operating expenses are currently covered entirely by the Bank's various sources of revenue, consisting primarily of net interest margin and investment income (as more fully described in the Bank's Information Statement)."
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. Holders of the Notes should also consult with their professional tax advisors regarding tax laws applicable to them and, in particular, with respect to tax laws relating to debt securities in bearer form.
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, 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.
INTER-AMERICAN DEVELOPMENT BANK
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