1.
|
Series No.:
|
962
|
2.
|
Aggregate Principal
Amount:
|
U.S.$10,000,000
|
3.
|
Issue Price:
|
U.S.$10,000,000, which is 100.00
percent of the Aggregate Principal Amount
|
4.
|
Issue Date:
|
January 27, 2025
|
5.
|
Form of Notes
(Condition 1(a)):
|
Registered only
|
6.
|
New Global Note:
|
No
|
7.
|
Authorized Denomination(s)
(Condition 1(b)):
|
U.S.$10,000 and integral multiples
thereof
|
8.
|
Specified Currency
(Condition 1(d)):
|
United States Dollars (U.S.$) being
the lawful currency of the United States of America
|
9.
|
Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
|
U.S.$
|
10.
|
Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
|
U.S.$
|
11.
|
Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
|
January 27, 2035
|
12.
|
Interest Basis
(Condition 5):
|
Fixed Interest Rate (Condition
5(I))
|
13.
|
Interest Commencement Date
(Condition 5(III)):
|
Issue Date (January 27,
2025)
|
14.
|
Fixed Interest Rate (Condition
5(I)):
|
|
|
|
(a) Interest Rate:
|
5.60 percent per annum
|
|
|
(b) Fixed Rate Interest Payment
Date(s):
|
Annually in arrear on January 27 in each year,
commencing on January 27, 2026, 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.
|
|
|
(c) Business Day Convention:
|
Following Business Day
Convention
|
|
|
(d) Fixed Rate Day Count
Fraction(s):
|
30/360
|
15.
|
Relevant Financial
Center:
|
New York and London
|
16.
|
Relevant Business Days:
|
New York and London
|
17.
|
Issuer's Optional Redemption
(Condition 6(e)):
|
Yes, in whole but not in
part
|
|
(a) Notice Period:
|
No less than five (5) Relevant
Business Days prior to the Optional Redemption Dates
|
|
(b) Amount:
|
100.00 percent per Authorized
Denomination
|
|
(c) Optional Redemption
Date(s):
|
January 27 in each year, commencing
on January 27, 2026, up to and including January 27,
2034.
|
|
(d) Early Redemption Amount Bank:
|
100.00 percent of the Aggregate
Principal Amount
|
18.
|
Redemption at the Option of the
Noteholders (Condition 6(f)):
|
No
|
19.
|
Governing Law:
|
New York
|
|
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; Clearstream
Banking S.A.
|
3.
|
Syndicated:
|
No
|
4.
|
Commissions and
Concessions:
|
No commissions or concessions are
payable in respect of the Notes. An
affiliate of the Dealer has arranged a swap with the Bank in
connection with this transaction and will receive amounts
thereunder that may comprise compensation.
|
5.
|
Estimated Total Expenses:
|
The Dealer has 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.
|
6.
|
Codes:
|
|
|
|
(a) ISIN:
|
XS2982084746
|
|
|
(b) Common Code:
|
298208474
|
7.
|
Identity of Dealer:
|
Nomura International plc
|
8.
|
Provision 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
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.
|
9.
|
Intended to be held in a manner
which would allow Eurosystem eligibility:
|
Not Applicable
|
10.
|
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.
|
|
(b) United
Kingdom:
|
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.
|
|
(c) Singapore:
|
Each of the Managers represents, warrants and agrees,
that it has not offered or sold any Notes or caused the Notes to be
made the subject of an invitation for subscription or purchase and
will not offer or sell any Notes or cause the Notes to be made the
subject of an invitation for subscription or purchase, and has not
circulated or distributed, nor will it circulate or distribute the
Prospectus, this Pricing Supplement or any other document or
material in connection with the offer or sale, or invitation for
subscription or purchase, of the Notes, whether directly or
indirectly, to any person in Singapore other than: (i) to an
institutional investor (as defined in Section 4A of the SFA)
pursuant to Section 274 of the SFA or (ii) to an accredited
investor (as defined in Section 4A of the SFA) pursuant to and in
accordance with the conditions specified in Section 275 of the SFA
and (where applicable) Regulation 3 of the Securities and Futures
(Classes of Investors) Regulations 2018 of Singapore.
Investors should note that there may be restrictions
on the secondary sale of the Notes under Section 276 of the
SFA.
Any reference to the SFA is a reference to the
Securities and Futures Act 2001 of Singapore and a reference to any
term that is defined in the SFA or any provision in the SFA is a
reference to that term or provision as amended or modified from
time to time including by such of its subsidiary legislation as may
be applicable at the relevant time.
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 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).
|
|
(d) 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.
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