PRICING
SUPPLEMENT
Inter-American Development Bank
Global Debt Program
Series
No: 871
Tranche
No.: 3
GBP
250,000,000 4.125 percent Notes due April 28, 2028 (the "Notes") as
from October 16, 2024 to be consolidated and form a single series
with the Bank's GBP 300,000,000 4.125 percent Notes due April 28,
2028, issued on April 28, 2023 (the "Series
871 Tranche 1 Notes") and
the Bank's GBP 250,000,000 4.125 percent Notes due April 28, 2028,
issued on February 13, 2024 (the "Series
871 Tranche 2 Notes").
Issue
Prices:
GBP
200,000,000 4.135 percent Notes due April 28, 2028 at 99.673
percent plus 171 days' accrued interest
GBP
50,000,000 4.135 percent Notes due April 28, 2028 at 99.770 percent
plus 171 days' accrued interest
Application
has been made for the Notes to be admitted to the
Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange plc's
UK Regulated Market
Citigroup
Deutsche Bank
NatWest Markets
The
date of this Pricing Supplement is October 11, 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")). 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 and UK MiFIR product governance / Retail investors,
professional investors and ECPs target market - See
"General Information-Additional Information Regarding the
Notes-Matters relating to MiFID II and UK MiFIR" 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. Together with the
applicable Conditions (as defined above), these are the only terms
that form part of the form of Notes for such issue.
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1.
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Series No.:
Tranche No.:
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871
3
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2.
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Aggregate Principal
Amount:
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GBP 250,000,000
As from the Issue Date, the Notes
will be consolidated and form a single series with the Series 871
Tranche 1 Notes and the Series 871 Tranche 2 Notes.
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3.
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Issue Price:
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(a) in the
case of GBP 200,000,000 principal amount launched on October 7,
2024 (the "Initial Tranche 3 Notes"), GBP
203,212,000, which is 99.673 percent of such principal amount (GBP
199,346,000) plus 171
days' accrued interest (GBP 3,866,000), inclusive; and
(b) in the
case of GBP 50,000,000 principal amount launched on October 9, 2024
(the "Additional Tranche 3 Notes"), GBP
50,851,500, which is 99.770 of such principal amount (GBP
49,885,000) plus 171 days'
accrued interest (GBP 966,500), inclusive.
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4.
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Issue Date:
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October 16, 2024
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5.
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Form of Notes
(Condition 1(a)):
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Registered only, as further provided in paragraph 8(c) of "Other
Relevant Terms" below.
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6.
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New Global Note:
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No
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7.
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Authorized Denomination(s)
(Condition 1(b)):
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GBP 1,000 and integral multiples
thereof
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8.
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Specified Currency
(Condition 1(d)):
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Pound sterling ("GBP") being the lawful currency of the United
Kingdom of Great Britain and Northern Ireland
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9.
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Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
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GBP
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10.
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Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
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GBP
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11.
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Maturity Date
(Condition 6(a); Fixed Interest Rate):
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April 28, 2028
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12.
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Interest Basis
(Condition 5):
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Fixed Interest Rate (Condition 5(I))
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13.
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Interest Commencement Date
(Condition 5(III)):
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April
28, 2024
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14.
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Fixed Interest Rate (Condition
5(I)):
(a) Interest
Rate:
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4.125 percent per annum
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(b) Fixed
Rate Interest Payment Date(s):
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Annually in arrear on April 28 in each year,
commencing on April 28, 2025, up to and including the Maturity
Date.
Each 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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Actual/Actual (ICMA)
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15.
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Relevant Financial
Center:
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London and New York
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16.
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Relevant Business Days:
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London and New York
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17.
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Issuer's Optional Redemption
(Condition 6(e)):
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No
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18.
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Redemption at the Option of the
Noteholders (Condition 6(f)):
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No
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19.
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Governing Law:
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New York
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Other Relevant Terms
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1.
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Listing:
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Application has been made for the
Notes to be admitted to the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange plc's UK
Regulated Market with effect from the Issue Date.
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2.
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Details of Clearance System Approved
by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
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Euroclear Bank SA/NV and Clearstream
Banking S.A.
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3.
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Syndicated:
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Yes
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4.
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If Syndicated:
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(a) Liability:
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Several and not joint
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(b) Managers:
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Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
NatWest Markets Plc
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5.
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Commissions and
Concessions:
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GBP 44,000
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6.
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Estimated Total Expenses:
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The Managers have agreed to pay for all material
expenses related to the issuance of the Notes, except the Issuer
will pay for the London Stock Exchange listing fees, if
applicable.
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7.
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Codes:
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(a) Common
Code:
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261496577
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(b)
ISIN:
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XS2614965775
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8.
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Provisions for Registered
Notes:
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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) Other
Registered Global Notes:
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Yes, issued in accordance with the
Amended and Restated Global Agency Agreement, dated July 28, 2020,
among the Bank, Citibank N.A.,
as Global Agent, and the other parties
thereto.
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9.
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Intended to be held in a manner which would allow Eurosystem
eligibility:
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Not Applicable
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10.
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Selling Restrictions:
(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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Each of the Managers 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, each of the Managers 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 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.
Matters relating to MiFID II and UK MiFIR
The Bank does not fall under the scope of application
of either the MiFID II or the UK MiFIR regime. Consequently,
the Bank does not qualify as an "investment firm", "manufacturer"
or "distributor" for the purposes of MiFID II or UK
MiFIR.
MiFID II product
governance / Retail investors, professional investors and ECPs
target market - Solely for the purposes of the EU
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 EU 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 EU manufacturer's target
market assessment) and determining appropriate distribution
channels.
For the purposes of this provision, the expression
"EU manufacturer" means Deutsche Bank AG, London Branch and the
expression "MiFID II" means Directive 2014/65/EU, as amended.
UK MiFIR product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes
of each UK 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 retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of UK domestic law by virtue of the EUWA, eligible
counterparties, as defined in COBS, and professional clients, as
defined in UK MiFIR; 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 UK manufacturers' target market assessment;
however, a distributor subject to the UK MiFIR Product Governance
Rules is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining
the UK manufacturers' target market assessment) and determining
appropriate distribution channels.
For the purposes of this provision, (i) the expression "UK
manufacturers" means Citigroup Global Markets Limited, Deutsche
Bank AG, London Branch and NatWest Markets Plc (ii) the expression
"COBS" means the FCA Handbook Conduct of Business Sourcebook, (iii)
the expression "UK MiFIR" means Regulation (EU) No 600/2014 as it
forms part of UK domestic law by virtue of the EUWA, and (iv) the
expression "UK MiFIR Product Governance Rules" means the FCA
Handbook Product Intervention and Product Governance
Sourcebook.
INTER-AMERICAN DEVELOPMENT BANK