PRICING SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series No: 933
CHF 145,000,000 0.9475 percent Notes due July 26, 2032 (the
"Notes")
Issue Price: 100.00
percent
The Notes have been provisionally admitted to trading on SIX Swiss
Exchange as of July 24, 2024. Application will be made for the
Notes to be admitted to trading on the SIX Swiss Exchange
BNP Paribas (Suisse)
SA
The date of this Pricing Supplement
is July 24, 2024.
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") or a prospectus for the purposes of
the Swiss Federal Act on Financial Services of June 15,
2018). 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. Copies of the Base Prospectus and the Pricing
Supplement may be obtained by Noteholders at BNP Paribas (Suisse)
SA, Place de Hollande 2, 1204 Geneva, Switzerland or can be ordered
by telephone (+41 58 212 68 60) or email
(swiss_cib_mlist_cmlegal@bnpparibas.com).
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.
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1.
Series No.:
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933
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2. Aggregate
Principal Amount:
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CHF 145,000,000
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3. Issue
Price:
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CHF 145,000,000, which is 100.00 percent of the
Aggregate Principal Amount
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4. Issue
Date:
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July 26, 2024
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5. Form of
Notes
(Condition 1(a)):
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Bearer, to be represented by a
Permanent Global Note
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6. Authorized
Denomination(s)
(Condition 1(b)):
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CHF 5,000 and integral multiples thereof
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7. Specified
Currency
(Condition 1(d)):
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Swiss Franc (CHF) being the lawful currency of
Switzerland
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8. Specified
Principal Payment Currency
(Conditions 1(d) and 7(h)):
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CHF
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9. Specified
Interest Payment Currency
(Conditions 1(d) and 7(h)):
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CHF
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10. Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
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July 26, 2032
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11. Interest Basis
(Condition 5):
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Fixed Interest Rate (Condition 5(I))
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12. Interest Commencement
Date (Condition 5(III)):
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Issue Date (July 26,
2024)
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13. Fixed Interest Rate
(Condition 5(I)):
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(a)
Interest Rate:
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0.9475 per cent per annum
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(b)
Fixed Rate Interest
Payment Date(s):
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Annually in arrear on July 26 in each year,
commencing on July 26, 2025, up to and including the Maturity
Date.
Each Fixed Rate Interest Payment Date is subject to
the Business Day Convention, but with no adjustment to the amount
of interest otherwise calculated.
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(c) Business
Day Convention:
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Following Business Day
Convention
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(d) Fixed Rate Day Count Fraction(s):
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30/360
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14. Relevant Financial
Center:
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Zurich, New York
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15. Relevant Business
Day:
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Zurich, New York
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16. Issuer's Optional
Redemption (Condition 6(e)):
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No
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17. Redemption at the
Option of the Noteholders (Condition 6(f)):
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No
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18. Governing
Law:
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New York
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19. Amendments to the
Conditions for Notes cleared through SIX SIS Ltd:
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Bearer Notes: Represented by a Permanent Global Note
(as defined below) which is exchangeable for individually
certificated securities (Wertpapiere) in the limited
circumstances described below.
For the purpose of
these Notes only, Condition 1 (Form, Denomination, Title and
Currency) shall be
amended, supplemented and replaced as follows:
"The Notes will be issued in bearer form and
represented by a permanent global note (Globalurkunde auf Dauer) (the
"Permanent Global Note"),
in accordance with article 973b of the Swiss Code of Obligations,
which will be deposited with SIX SIS Ltd ("SIS"), or, as the case may be, with any
other intermediary in Switzerland recognized for such purposes by
SIX Swiss Exchange Ltd (together with SIS, the "Intermediary"). Once the Permanent
Global Note is deposited with the Intermediary and entered into the
accounts of one or more participants of the Intermediary, the Notes
will constitute intermediated securities (Bucheffekten) in accordance with the
provisions of the Swiss Federal Intermediated Securities Act
(Bucheffektengesetz).
Each holder of an interest in such Notes (the
"Holders" and,
individually, a "Holder")
shall have a quotal co-ownership interest (Miteigentumsanteil) in the Permanent
Global Note to the extent of its claim against the Issuer, provided
that for so long as the Permanent Global Note remains deposited
with SIS, the co-ownership interest shall be suspended such that
(i) legal title to direct interests in the Permanent Global Note
held by SIS participants will be evidenced, and transfers thereof
may be effected, by entries on the securities accounts of the
relevant SIS participants and (ii) legal title to any indirect
interest in the Permanent Global Note not held by a SIS participant
will be evidenced, and transfers thereof may be effected, by an
entry with respect to the transferred interest in a securities
account of the relevant transferee.
The records of the Intermediary will determine
conclusively the number of Notes held through each
participant in the Intermediary. In respect of Notes
held in the form of intermediated securities (Bucheffekten), the Holders will be the
persons holding the Notes in a securities account
(Effektenkonto) which is
in their name, or in case of intermediaries (Verwahrungsstellen), the
intermediaries holding the Notes for their own account
in a securities account which is in their name. For the
avoidance of doubt, payments on the Notes by the Swiss Paying Agent
will be made only to SIS for purposes of facilitating payments
through its participants.
Neither the
Issuer or the Holders or any other person
shall at any time have the right
to effect or demand the conversion of the Permanent Global
Note
into, or the delivery of,
uncertificated securities (Wertrechte) or individually
certificated securities (Wertpapiere).
Individually certificated securities may only
be printed, in whole, but not in part, if the Swiss Paying Agent
determines, in its sole discretion, that the printing of such
individually certificated securities is necessary or useful. Should
the Swiss Paying Agent so determine, it shall provide for the
printing of the individually certificated securities without cost
to the Holders.
Should individually certificated
securities be printed, the Swiss Paying Agent will then
exchange the Permanent Global Note as soon as possible against
individually certificated securities with no coupons
attached. The Issuer has irrevocably authorized the Swiss Paying
Agent to provide for the printing of individually
certificated securities on its behalf. The
individually certificated securities will not be issued in bearer
form, but shall be issued exclusively in registered form for U.S.
tax purposes whereby, inter alia, title shall be evidenced
exclusively by registration of the Holders in the register (the
"Swiss Register") to be
established and maintained by the registrar appointed by the Issuer
and acting on its behalf after consultation with the Swiss Paying
Agent (the "Swiss
Registrar") and duly notified to the Holders in accordance
with the Terms and Conditions.
Upon delivery of the individually
certificated securities, the Permanent Global Note
will immediately be cancelled by the Swiss Paying Agent and the
Notes in the form of individually certificated securities shall be
delivered instead to the Holders, who for this purpose must be
registered in the Swiss Register, against cancellation of the Notes
in the Holders' respective securities accounts. Notes documented by
individually certificated securities shall not be included in the
records of SIS or any other clearing system or any other
intermediary and, therefore, shall not constitute
intermediated securities.
The registration of a new Holder by the Swiss
Registrar will only occur upon presentation of the relevant
individually certificated securities to the Swiss Registrar. No
transfer of such individually certificated securities will be valid
unless and until entered into the Swiss Register. Individually
certificated securities may be registered only in the name of and
transferred to a specified person. Only the duly registered Holder
will be entitled to payments on the individually certificated
securities.
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20. Other terms and
amendments to the Terms and Conditions:
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For the purpose of
these Notes only, the opening lines of the Terms and Conditions
shall be supplemented as follows:
"For the purpose of the Notes, the Issuer has,
together with BNP Paribas (Suisse) SA (the "Swiss Paying Agent") and the Global Agent
entered into a supplemental agency agreement dated 24 July
2024 (the "Supplemental Agency
Agreement").
For the purpose of the Notes, any reference in the
Conditions to the "Paying Agent" shall, so far as the context
permits, be construed as reference to the Swiss Paying Agent.
In relation to the Notes, the address of the Swiss
Paying Agent is BNP Paribas (Suisse) SA, 2, place de Hollande, 1204
Geneva, Switzerland.
Condition 7(c)
(Payments-Bearer
Notes) of the Terms
and Conditions shall be
supplemented as follows:
"Except to the extent required by law, payments of principal in respect of the Notes shall be made
only at the office of the Swiss Paying Agent in Geneva in freely
disposable Swiss Francs without collection costs and whatever the
circumstances may be, irrespective of nationality, domicile or
residence of the holder of Notes and without requiring any
certification, affidavit or the fulfilment of any other formality.
Payments on the Notes will also be made irrespective of any present
or future transfer restrictions and regardless of any bilateral or
multilateral payment or clearing agreement which may be applicable
at any time to such payment.
The receipt in full by the Swiss
Paying Agent of the due and punctual payment of the funds in Swiss
Francs in Geneva in the manner provided by the Conditions and this
Pricing Supplement shall release the Issuer from its obligation
under the Notes for the payment of principal due on the respective
payment dates to the extent of such payments."
Condition 13
(Agents)
of the Terms and Conditions
shall be supplemented as
follows:
"In respect of the Notes, the Issuer
will at all times maintain a Swiss Paying Agent having a specified
office in Switzerland and will at no time appoint a Swiss paying
agent having a specified office outside Switzerland. Subject to the
above, the Issuer is entitled to vary or terminate the appointment
of the Swiss Paying Agent and/or approve any change in the
specified office through which it acts."
Condition 15
(Notices)
of the Terms and Conditions
shall be supplemented as
follows:
"So long as the Notes are listed on
SIX Swiss Exchange Ltd and so long as the rules of SIX Swiss
Exchange Ltd so require, all notices regarding the Notes and the
Issuer (with respect to the Notes) must be published (i) on the
website of SIX Swiss Exchange Ltd (https://www.six-group.com, where
notices are currently published under
https://www.six-group.com/en/products-services/the-swiss-stock-exchange/market-data/news-tools/official-notices.html#/))
or (ii) otherwise in accordance with the regulations of SIX Swiss
Exchange Ltd. Any notices so given will be deemed to have been
validly given on the date of such publication or if published more
than once, on the first date of such publication."
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Other Relevant Terms
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1. Listing (if
yes, specify Stock
Exchange):
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The Notes have been provisionally
admitted to trading on SIX Swiss Exchange as of July 24, 2024.
The last day of trading will be the second business day prior to
the Maturity Date. Application for the listing of the Notes
according to the Standard for Bonds of SIX Swiss Exchange will be
made.
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2. Details of
Clearance System Approved by the Bank and the Global Agent and
Clearance and Settlement Procedures:
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SIX SIS Ltd, Olten, Switzerland
("SIS")
For Clearance and Settlement
Procedures, see "Additional Information regarding Clearing and
Settlement" below.
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3.
Syndicated:
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No
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4. Commissions
and Concessions:
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CHF 568,000
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5.
Estimated Total Expenses:
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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:
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286874924
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(b)
ISIN:
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CH1335850314
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(c)
Swiss Security Number:
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133585031
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7. Identity of
Dealer(s)/Manager(s):
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BNP Paribas (Suisse) SA
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8. Special
conditions for Notes cleared through SIS:
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(a)
Individual Definitive Registered Notes Available
on Issue Date:
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No
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(b)
DTC Global Note(s):
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No
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(c)
Permanent Global Notes:
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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 and the Supplemental Agency
Agreement, dated July 24, 2024, entered into among the Bank,
Citibank, N.A., London Branch and BNP Paribas (Suisse) SA.
BNP Paribas (Suisse) SA is the Swiss Paying Agent with respect to
the Notes.
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9. Intended to
be held in a manner which would allow Eurosystem
eligibility:
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Not Applicable
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10. Selling Restrictions:
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(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.
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(b) United Kingdom:
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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:
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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:
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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.
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General
Information
Additional
Information Regarding the Notes
1.
Use of Proceeds
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 Bank's mission is to improve lives in Latin America and the
Caribbean countries by contributing to the acceleration of the
process of economic and social development and by supporting
efforts to reduce poverty and inequality in a sustainable, climate
friendly way. 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 net proceeds from the sale of the Notes will be included in the
ordinary capital resources of the Bank, used in its ordinary
operations, and will not be committed or earmarked for lending to,
or financing of, any specific loans, projects, or
programs.
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 Information Statement).
2.
Additional Investment Considerations
Although the net proceeds from the sale of the Notes will be
included in the ordinary capital resources of the Bank, used in its
ordinary operations, the Notes may not satisfy an investor's
requirements if the investor seeks to invest in assets with certain
sustainability characteristics. No assurance is or can be
given to investors that the use of proceeds will satisfy, whether
in whole or in part, any present or future investor expectations or
requirements regarding any investment criteria or guidelines
applicable to any investor or its investments. In addition,
no assurance is or can be given to investors that any projects
undertaken by the Bank will meet any or all investor expectations
regarding "sustainable" or other equivalently-labelled performance
objectives or that any adverse environmental, social and/or other
impacts will not occur during the implementation by the borrower or
any other implementing entity of any projects. Furthermore, it
should be noted that there is currently no clearly-defined
definition (legal, regulatory or otherwise) of, nor market
consensus as to what constitutes, a "sustainable" or an
equivalently-labelled project or as to what precise attributes are
required for a particular project to be defined as "sustainable" or
such other equivalent label and if developed in the future, Notes
may not comply with any such definition or label.
There can be no assurance that the net proceeds
from the sale of any particular tranche of Notes will be totally or
partially disbursed for any projects undertaken by the Bank within
the term of such Notes. Not all projects undertaken by the
Bank will be completed within the specified period or with the
results or outcome as originally expected or anticipated by the
Bank and some planned projects might not be completed at all.
Each potential purchaser of the Notes should determine for itself
the relevance of the information contained in this Prospectus
regarding the use of proceeds and its purchase of the Notes should
be based upon such investigation as it deems necessary.
3. United
Stated Federal Income Tax Matters:
The following supplements the discussion under
the "Tax Matters" section of the Prospectus regarding the United
States federal income tax treatment of the Notes, and is subject to
the limitations and exceptions set forth therein. Any tax
disclosure in the Prospectus or this Pricing Supplement is of a
general nature only, is not exhaustive of all possible tax
considerations and is not intended to be, and should not be
construed to be, legal, business or tax advice to any particular
prospective investor. Each prospective investor should
consult its own tax advisor as to the particular tax consequences
to it of the acquisition, ownership, and disposition of the Notes,
including the effects of applicable United States federal, state,
and local tax laws and non-United States tax laws and
possible changes in tax laws.
The Notes should be treated as issued in
registered form for United States federal income tax purposes,
notwithstanding that the Notes will be represented by a Permanent
Global Bearer Instrument.
4.
Statute of Limitations
Pursuant to New York law, Notes (and Coupons, if any) may become
unenforceable unless presented for payment within six years after
the due date for payment.
INTER-AMERICAN
DEVELOPMENT BANK
